þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 29, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Delaware
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34-0276860
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1025 West NASA Boulevard
Melbourne, Florida
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329l9
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(Address of principal executive offices)
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(Zip Code)
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(321) 727-9l00
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(Registrant’s telephone number, including area code)
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No changes
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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Page
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Part I. Financial Information:
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Item 1. Financial Statements (Unaudited):
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Condensed Consolidated Statement of Income for the Quarter Ended September 29, 2017 and September 30, 2016
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Condensed Consolidated Statement of Comprehensive Income for the Quarter Ended September 29, 2017 and September 30, 2016
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Condensed Consolidated Balance Sheet at September 29, 2017 and June 30, 2017......................................................
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Condensed Consolidated Statement of Cash Flows for the Quarter Ended September 29, 2017 and September 30, 2016.................................................................................................................................................................................
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Notes to Condensed Consolidated Financial Statements
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Review Report of Independent Registered Certified Public Accounting Firm
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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Part II. Other Information:
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Item 1. Legal Proceedings
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Item 1A. Risk Factors
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3. Defaults Upon Senior Securities
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Item 4. Mine Safety Disclosures
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Item 5. Other Information
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Item 6. Exhibits
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Signature
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Quarter Ended
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||||||
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September 29, 2017
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September 30, 2016
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||||
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||||
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(In millions, except per share amounts)
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||||||
Revenue from product sales and services
|
$
|
1,413
|
|
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$
|
1,420
|
|
Cost of product sales and services
|
(898
|
)
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|
(897
|
)
|
||
Engineering, selling and administrative expenses
|
(243
|
)
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|
(277
|
)
|
||
Operating income
|
272
|
|
|
246
|
|
||
Non-operating income
|
—
|
|
|
1
|
|
||
Interest expense
|
(41
|
)
|
|
(44
|
)
|
||
Income from continuing operations before income taxes
|
231
|
|
|
203
|
|
||
Income taxes
|
(64
|
)
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|
(58
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)
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||
Income from continuing operations
|
167
|
|
|
145
|
|
||
Discontinued operations, net of income taxes
|
(6
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)
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|
15
|
|
||
Net income
|
$
|
161
|
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|
$
|
160
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|
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||||
Net income per common share
|
|
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||||
Basic
|
|
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||||
Continuing operations
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$
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1.40
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$
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1.17
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Discontinued operations
|
(0.05
|
)
|
|
0.12
|
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||
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$
|
1.35
|
|
|
$
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1.29
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Diluted
|
|
|
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||||
Continuing operations
|
$
|
1.38
|
|
|
$
|
1.16
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Discontinued operations
|
(0.06
|
)
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0.11
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||
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$
|
1.32
|
|
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$
|
1.27
|
|
|
|
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||||
Cash dividends paid per common share
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$
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0.57
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$
|
0.53
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Basic weighted average common shares outstanding
|
119.1
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123.9
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Diluted weighted average common shares outstanding
|
121.2
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125.5
|
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Quarter Ended
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||||||
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September 29, 2017
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September 30, 2016
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||||
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||||
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(In millions)
|
||||||
Net income
|
$
|
161
|
|
|
$
|
160
|
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Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation gain (loss), net of income taxes
|
25
|
|
|
(3
|
)
|
||
Net unrealized gain on hedging derivatives, net of income taxes
|
1
|
|
|
—
|
|
||
Net unrecognized gain on postretirement obligations, net of income taxes
|
—
|
|
|
1
|
|
||
Other comprehensive income (loss), net of income taxes
|
26
|
|
|
(2
|
)
|
||
Total comprehensive income
|
$
|
187
|
|
|
$
|
158
|
|
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September 29, 2017
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June 30, 2017
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||||
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||||
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(In millions, except shares)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
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||||
Cash and cash equivalents
|
$
|
388
|
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|
$
|
484
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Receivables
|
706
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|
|
623
|
|
||
Inventories
|
896
|
|
|
841
|
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||
Income taxes receivable
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24
|
|
|
24
|
|
||
Other current assets
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113
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|
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101
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|
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Total current assets
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2,127
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2,073
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Non-current Assets
|
|
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Property, plant and equipment
|
890
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904
|
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Goodwill
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5,376
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5,366
|
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||
Other intangible assets
|
1,077
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|
1,104
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||
Non-current deferred income taxes
|
409
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|
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409
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Other non-current assets
|
220
|
|
|
234
|
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Total non-current assets
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7,972
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|
8,017
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$
|
10,099
|
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$
|
10,090
|
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Liabilities and Equity
|
|
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|
||||
Current Liabilities
|
|
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||||
Short-term debt
|
$
|
80
|
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|
$
|
80
|
|
Accounts payable
|
452
|
|
|
540
|
|
||
Compensation and benefits
|
130
|
|
|
140
|
|
||
Other accrued items
|
342
|
|
|
329
|
|
||
Advance payments and unearned income
|
264
|
|
|
252
|
|
||
Income taxes payable
|
128
|
|
|
31
|
|
||
Current portion of long-term debt
|
522
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|
|
554
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Total current liabilities
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1,918
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|
1,926
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Non-current Liabilities
|
|
|
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||||
Defined benefit plans
|
1,237
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|
|
1,278
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|
||
Long-term debt, net
|
3,395
|
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|
3,396
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Non-current deferred income taxes
|
35
|
|
|
34
|
|
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Other long-term liabilities
|
527
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|
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528
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Total non-current liabilities
|
5,194
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5,236
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Equity
|
|
|
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||||
Shareholders’ Equity:
|
|
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|
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Preferred stock, without par value; 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
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Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 119,045,836 shares at September 29, 2017 and 119,628,884 shares at June 30, 2017
|
119
|
|
|
120
|
|
||
Other capital
|
1,731
|
|
|
1,741
|
|
||
Retained earnings
|
1,387
|
|
|
1,343
|
|
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Accumulated other comprehensive loss
|
(250
|
)
|
|
(276
|
)
|
||
Total shareholders’ equity
|
2,987
|
|
|
2,928
|
|
||
|
$
|
10,099
|
|
|
$
|
10,090
|
|
|
Quarter Ended
|
||||||
|
September 29, 2017
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|
September 30, 2016
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
161
|
|
|
$
|
160
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
40
|
|
|
53
|
|
||
Amortization of intangible assets from Exelis Inc. acquisition
|
25
|
|
|
33
|
|
||
Share-based compensation
|
11
|
|
|
11
|
|
||
Qualified pension plan contributions
|
—
|
|
|
(64
|
)
|
||
Pension income
|
(34
|
)
|
|
(24
|
)
|
||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
(83
|
)
|
|
(39
|
)
|
||
Inventories
|
(56
|
)
|
|
2
|
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
(88
|
)
|
|
(90
|
)
|
||
Advance payments and unearned income
|
12
|
|
|
(31
|
)
|
||
Income taxes
|
126
|
|
|
63
|
|
||
Other
|
(19
|
)
|
|
(31
|
)
|
||
Net cash provided by operating activities
|
95
|
|
|
43
|
|
||
Investing Activities
|
|
|
|
||||
Net additions of property, plant and equipment
|
(23
|
)
|
|
(21
|
)
|
||
Adjustment to proceeds from sale of business
|
—
|
|
|
(25
|
)
|
||
Net cash used in investing activities
|
(23
|
)
|
|
(46
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from borrowings
|
—
|
|
|
8
|
|
||
Repayments of borrowings
|
(35
|
)
|
|
(38
|
)
|
||
Proceeds from exercises of employee stock options
|
14
|
|
|
15
|
|
||
Repurchases of common stock
|
(75
|
)
|
|
(100
|
)
|
||
Cash dividends
|
(69
|
)
|
|
(68
|
)
|
||
Other financing activities
|
(9
|
)
|
|
(18
|
)
|
||
Net cash used in financing activities
|
(174
|
)
|
|
(201
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
6
|
|
|
1
|
|
||
Net decrease in cash and cash equivalents
|
(96
|
)
|
|
(203
|
)
|
||
Cash and cash equivalents, beginning of year
|
484
|
|
|
487
|
|
||
Cash and cash equivalents, end of quarter
|
$
|
388
|
|
|
$
|
284
|
|
•
|
Completing an accounting guidance gap analysis, consisting of a review of significant revenue streams and representative contracts to determine potential changes to our existing accounting policies and potential impacts to our consolidated financial statements;
|
•
|
Drafting a Company-wide revenue recognition policy reflecting the requirements of this standard and tailored to our businesses;
|
•
|
Providing Company-wide training to affected employees, including in the areas of accounting, finance, contracts, tax and segment management;
|
•
|
Applying the five-step model of this standard to our contracts and revenue streams to evaluate the quantitative and qualitative impacts this standard will have on our consolidated financial statements, accounting and operating policies, accounting systems, internal control structure and business practices; and
|
•
|
Initiating the process of reviewing the additional disclosure requirements of this standard and the potential impact on our accounting systems and internal control structure.
|
•
|
The potential impact to timing of revenue recognition for certain non-U.S. Government contracts based on existing contractual language; and
|
|
|
Quarter Ended
|
||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Revenue from product sales and services
|
$
|
—
|
|
|
$
|
351
|
|
|
Cost of product sales and services
|
—
|
|
|
(289
|
)
|
|||
Engineering, selling and administrative expenses
|
—
|
|
|
(38
|
)
|
|||
Non-operating loss
|
(3
|
)
|
|
—
|
|
|||
Income (loss) before income taxes
|
(3
|
)
|
|
24
|
|
|||
Loss on sale of discontinued operations
(1)
|
—
|
|
|
(2
|
)
|
|||
Income tax expense
|
(3
|
)
|
|
(7
|
)
|
|||
Discontinued operations, net of income taxes
|
$
|
(6
|
)
|
|
$
|
15
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||
|
September 30, 2016
|
||
|
|
||
|
(In millions)
|
||
Depreciation and amortization
|
$
|
17
|
|
Capital expenditures
|
3
|
|
|
Quarter Ended
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue from product sales and services
|
$
|
—
|
|
|
$
|
275
|
|
Cost of product sales and services
|
—
|
|
|
(234
|
)
|
||
Engineering, selling and administrative expenses
|
—
|
|
|
(24
|
)
|
||
Non-operating loss
|
(2
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
(2
|
)
|
|
17
|
|
||
Loss on sale of discontinued operation
|
—
|
|
|
(2
|
)
|
||
Income tax expense
|
(3
|
)
|
|
(6
|
)
|
||
Discontinued operations, net of income taxes
|
$
|
(5
|
)
|
|
$
|
9
|
|
|
Quarter Ended
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue from product sales and services
|
$
|
—
|
|
|
$
|
76
|
|
Cost of product sales and services
|
—
|
|
|
(55
|
)
|
||
Engineering, selling and administrative expenses
|
—
|
|
|
(14
|
)
|
||
Non-operating loss
|
(1
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
(1
|
)
|
|
7
|
|
||
Income tax expense
|
—
|
|
|
(1
|
)
|
||
Discontinued operations, net of income taxes
|
$
|
(1
|
)
|
|
$
|
6
|
|
|
September 29, 2017
|
|
June 30, 2017
(1)
|
|||||
|
|
|
|
|||||
|
(In millions)
|
|||||||
Foreign currency translation, net of income taxes of $2 million and $1 million at September 29, 2017 and June 30, 2017, respectively
|
$
|
(88
|
)
|
|
$
|
(113
|
)
|
|
Net unrealized loss on hedging derivatives, net of income taxes of $11 million at September 29, 2017 and June 30, 2017
|
(16
|
)
|
|
(17
|
)
|
|||
Unrecognized postretirement obligations, net of income taxes of $89 million at September 29, 2017 and June 30, 2017
|
(146
|
)
|
|
(146
|
)
|
|||
|
$
|
(250
|
)
|
|
$
|
(276
|
)
|
|
|
|
|
|
|
(1)
|
Accumulated foreign currency translation losses of
$52 million
(net of income taxes of
$14 million
) were reclassified to earnings in fiscal 2017 as a result of the divestitures of IT Services and CapRock and are included in “Discontinued operations, net of income taxes” in our Consolidated Statement of Income in our Fiscal 2017 Form 10-K.
|
|
September 29, 2017
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Accounts receivable
|
$
|
422
|
|
|
$
|
368
|
|
Unbilled costs and accrued earnings on cost-plus contracts
|
287
|
|
|
258
|
|
||
|
709
|
|
|
626
|
|
||
Less allowances for collection losses
|
(3
|
)
|
|
(3
|
)
|
||
|
$
|
706
|
|
|
$
|
623
|
|
|
September 29, 2017
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Unbilled costs and accrued earnings on fixed-price contracts
|
$
|
483
|
|
|
$
|
454
|
|
Finished products
|
100
|
|
|
96
|
|
||
Work in process
|
106
|
|
|
96
|
|
||
Raw materials and supplies
|
207
|
|
|
195
|
|
||
|
$
|
896
|
|
|
$
|
841
|
|
|
September 29, 2017
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Land
|
$
|
43
|
|
|
$
|
43
|
|
Software capitalized for internal use
|
160
|
|
|
155
|
|
||
Buildings
|
619
|
|
|
617
|
|
||
Machinery and equipment
|
1,275
|
|
|
1,256
|
|
||
|
2,097
|
|
|
2,071
|
|
||
Less accumulated depreciation and amortization
|
(1,207
|
)
|
|
(1,167
|
)
|
||
|
$
|
890
|
|
|
$
|
904
|
|
|
(In millions)
|
||
Balance at June 30, 2017
|
$
|
26
|
|
Warranty provision for sales
|
3
|
|
|
Settlements
|
(4
|
)
|
|
Balance at September 29, 2017
|
$
|
25
|
|
|
|
Quarter Ended September 29, 2017
|
||||||||||
|
|
Pension
|
|
Other
Benefits |
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
|
|
(In millions)
|
||||||||||
Net periodic benefit income
|
|
|
|
|
|
|||||||
Service cost
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
Interest cost
|
48
|
|
|
2
|
|
|
50
|
|
||||
Expected return on plan assets
|
(92
|
)
|
|
(4
|
)
|
|
(96
|
)
|
||||
Total net periodic benefit income
|
$
|
(34
|
)
|
|
$
|
(2
|
)
|
|
$
|
(36
|
)
|
|
|
|
|
|
|
|
|
||||||
|
|
Quarter Ended September 30, 2016
|
||||||||||
|
|
Pension
|
|
Other
Benefits |
|
Total
|
||||||
|
|
|
|
|
|
|
||||||
|
(In millions)
|
|||||||||||
Net periodic benefit income
|
|
|
|
|
|
|||||||
Service cost
(1)
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
Interest cost
|
46
|
|
|
2
|
|
|
48
|
|
||||
Expected return on plan assets
|
(85
|
)
|
|
(4
|
)
|
|
(89
|
)
|
||||
Total net periodic benefit income
|
$
|
(24
|
)
|
|
$
|
(2
|
)
|
|
$
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
|
(In millions, except per share amounts)
|
||||||
Income from continuing operations (A)
|
$
|
167
|
|
|
$
|
145
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding (B)
|
119.1
|
|
|
123.9
|
|
||
Impact of dilutive share-based awards
|
2.1
|
|
|
1.6
|
|
||
Diluted weighted average common shares outstanding (C)
|
121.2
|
|
|
125.5
|
|
||
Income from continuing operations per basic common share (A)/(B)
|
$
|
1.40
|
|
|
$
|
1.17
|
|
Income from continuing operations per diluted common share (A)/(C)
|
$
|
1.38
|
|
|
$
|
1.16
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.
|
•
|
Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities, and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed using the best information available in the circumstances.
|
|
|
September 29, 2017
|
|
June 30, 2017
|
||||||||||||
|
|
Total
|
|
Level 1
|
|
Total
|
|
Level 1
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|||||||||
Deferred compensation plan investments:
(1)
|
|
|
|
|
|
|
|
|||||||||
Equity security
|
$
|
49
|
|
|
$
|
49
|
|
|
$
|
37
|
|
|
$
|
37
|
|
|
Investments Measured at NAV:
|
|
|
|
|
|
|
|
|||||||||
Corporate-owned life insurance
|
25
|
|
|
|
|
25
|
|
|
|
|||||||
Equity fund
|
49
|
|
|
|
|
50
|
|
|
|
|||||||
Total
|
74
|
|
|
|
|
|
75
|
|
|
|
|
|||||
Total fair value of deferred compensation plan assets
|
$
|
123
|
|
|
|
|
$
|
112
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|||||||||
Deferred compensation plan liabilities:
(2)
|
|
|
|
|
|
|
|
|||||||||
Equity securities and mutual funds
|
$
|
56
|
|
|
$
|
56
|
|
|
$
|
46
|
|
|
$
|
46
|
|
|
Investments Measured at NAV:
|
|
|
|
|
|
|
|
|||||||||
Common/collective trusts and guaranteed investment contracts
|
86
|
|
|
|
|
80
|
|
|
|
|||||||
Total fair value of deferred compensation plan liabilities
|
$
|
142
|
|
|
|
|
|
$
|
126
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
(1)
|
Represents investments held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet (Unaudited).
|
(2)
|
Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Under these plans, participants designate investment options (including money market, stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.
|
|
|
September 29, 2017
|
|
June 30, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Long-term debt (including current portion)
(1)
|
$
|
3,917
|
|
|
$
|
4,235
|
|
|
$
|
3,950
|
|
|
$
|
4,252
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If our long-term debt in our balance sheet were measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.
|
•
|
Communication Systems, serving markets in tactical communications and defense products, including tactical ground and airborne radio communications solutions and night vision technology, and in public safety networks;
|
•
|
Electronic Systems, providing electronic warfare, avionics, and command, control, communications, computers, intelligence, surveillance and reconnaissance (“C4ISR”) solutions for the defense industry and ATM solutions for the civil aviation industry; an
d
|
•
|
Space and Intelligence Systems, providing intelligence, space protection, geospatial, complete Earth observation, universe exploration, positioning, navigation and timing (“PNT”), and environmental solutions for national security, defense, civil and commercial customers, using advanced sensors, antennas and payloads, as well as ground processing and information analytics.
|
|
|
September 29, 2017
|
|
June 30, 2017
|
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Total Assets
|
|
|
|
|||||
Communication Systems
|
$
|
1,588
|
|
|
$
|
1,534
|
|
|
Electronic Systems
|
4,123
|
|
|
4,094
|
|
|||
Space and Intelligence Systems
|
2,159
|
|
|
2,117
|
|
|||
Corporate
(1)
|
2,229
|
|
|
2,345
|
|
|||
|
|
$
|
10,099
|
|
|
$
|
10,090
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
|
||||
|
|
(In millions)
|
||||||
Revenue
|
|
|
|
|||||
Communication Systems
|
$
|
410
|
|
|
$
|
430
|
|
|
Electronic Systems
|
540
|
|
|
537
|
|
|||
Space and Intelligence Systems
|
466
|
|
|
453
|
|
|||
Corporate eliminations
|
(3
|
)
|
|
—
|
|
|||
|
$
|
1,413
|
|
|
$
|
1,420
|
|
|
Income From Continuing Operations Before Income Taxes
|
|
|
|
|||||
Segment Operating Income:
(1)
|
|
|
|
|||||
Communication Systems
|
$
|
118
|
|
|
$
|
118
|
|
|
Electronic Systems
|
109
|
|
|
111
|
|
|||
Space and Intelligence Systems
|
87
|
|
|
79
|
|
|||
Unallocated corporate expense
(2)
|
(41
|
)
|
|
(61
|
)
|
|||
Corporate eliminations
|
(1
|
)
|
|
(1
|
)
|
|||
Non-operating income
|
—
|
|
|
1
|
|
|||
Net interest expense
|
(41
|
)
|
|
(44
|
)
|
|||
|
$
|
231
|
|
|
$
|
203
|
|
|
|
|
|
|
|
(1)
|
Segment operating income for the quarter ended
September 30, 2016
included stranded costs and Financial Accounting Standards (“FAS”) pension income previously reported as part of our former Critical Networks segment but now re-allocated to our remaining
three
segments.
|
(2)
|
Unallocated corporate expense included (i)
$17 million
of Exelis acquisition-related charges in the quarter ended
September 30, 2016
and (ii)
$25 million
and
$27 million
of expense in the quarters ended
September 29, 2017
and
September 30, 2016
, respectively, for amortization of identifiable intangible assets acquired as a result of our acquisition of Exelis . Because the acquisition of Exelis benefited the entire Company as opposed to any individual segment, the amortization of identifiable intangible assets acquired in the Exelis acquisition was recorded as unallocated corporate expense.
|
•
|
Results of Operations
— an analysis of our consolidated results of operations and the results in each of our business segments, to the extent the segment operating results are helpful to an understanding of our business as a whole, for the periods presented in our Condensed Consolidated Financial Statements (Unaudited).
|
•
|
Liquidity, Capital Resources and Financial Strategies
— an analysis of cash flows, funding of pension plans, common stock repurchases, dividends, capital structure and resources, off-balance sheet arrangements and commercial commitments and contractual obligations.
|
•
|
Critical Accounting Policies and Estimates
— information about accounting policies that require critical judgments and estimates and about accounting standards that have been issued, but are not yet effective for us, and their potential impact on our financial position, results of operations and cash flows.
|
•
|
Forward-Looking Statements and Factors that May Affect Future Results
— cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from our historical results or our current expectations or projections.
|
•
|
Communication Systems, serving markets in tactical communications and defense products, including tactical ground and airborne radio communications solutions and night vision technology, and in public safety networks;
|
•
|
Electronic Systems, providing electronic warfare, avionics, and C4ISR solutions for the defense industry and ATM solutions for the civil aviation industry; and
|
•
|
Space and Intelligence Systems, providing intelligence, space protection, geospatial, complete Earth observation, universe exploration, PNT, and environmental solutions for national security, defense, civil and commercial customers, using advanced sensors, antennas and payloads, as well as ground processing and information analytics.
|
•
|
Revenue was essentially flat at
$1.41 billion
compared with
$1.42 billion
;
|
•
|
Operating income
increased
11 percent
to
$272 million
from
$246 million
;
|
•
|
Operating income as a percentage of total revenue (“operating margin percentage”)
increased
2 percentage points to
19 percent
from
17 percent
;
|
•
|
Income from continuing operations
increased
15 percent
to
$167 million
from
$145 million
;
|
•
|
Income from continuing operations per diluted common share
increased
19 percent
to
$1.38
from
$1.16
;
|
•
|
Communication Systems revenue
decreased
5 percent
to
$410 million
and operating income of
$118 million
was unchanged;
|
•
|
Electronic Systems revenue
increased
1 percent
to
$540 million
and operating income
decreased
2 percent
to
$109 million
;
|
•
|
Space and Intelligence Systems revenue
increased
3 percent
to
$466 million
and operating income
increased
10 percent
to
$87 million
; and
|
•
|
Net cash provided by operating activities
increased
121 percent
to
$95 million
from
$43 million
.
|
|
|
Quarter Ended
|
|||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|
|||||
|
|
(Dollars in millions, except per share amounts)
|
|||||||||
Revenue:
|
|
|
|
|
|
||||||
Communication Systems
|
$
|
410
|
|
|
$
|
430
|
|
|
(5
|
)%
|
|
Electronic Systems
|
540
|
|
|
537
|
|
|
1
|
%
|
|||
Space and Intelligence Systems
|
466
|
|
|
453
|
|
|
3
|
%
|
|||
Corporate eliminations
|
(3
|
)
|
|
—
|
|
|
*
|
|
|||
Total revenue
|
1,413
|
|
|
1,420
|
|
|
—
|
%
|
|||
Cost of product sales and services
|
(898
|
)
|
|
(897
|
)
|
|
—
|
%
|
|||
Gross margin
|
515
|
|
|
523
|
|
|
(2
|
)%
|
|||
% of total revenue
|
36
|
%
|
|
37
|
%
|
|
|
||||
Engineering, selling and administrative expenses
|
(243
|
)
|
|
(277
|
)
|
|
(12
|
)%
|
|||
% of total revenue
|
17
|
%
|
|
20
|
%
|
|
|
||||
Operating income
|
272
|
|
|
246
|
|
|
11
|
%
|
|||
% of total revenue
|
19
|
%
|
|
17
|
%
|
|
|
||||
Non-operating income
|
—
|
|
|
1
|
|
|
*
|
|
|||
Net interest expense
|
(41
|
)
|
|
(44
|
)
|
|
(7
|
)%
|
|||
Income from continuing operations before income taxes
|
231
|
|
|
203
|
|
|
14
|
%
|
|||
Income taxes
|
(64
|
)
|
|
(58
|
)
|
|
10
|
%
|
|||
Effective tax rate
|
28
|
%
|
|
29
|
%
|
|
|
||||
Income from continuing operations
|
$
|
167
|
|
|
$
|
145
|
|
|
15
|
%
|
|
% of total revenue
|
12
|
%
|
|
10
|
%
|
|
|
||||
Income from continuing operations per diluted common share
|
$
|
1.38
|
|
|
$
|
1.16
|
|
|
19
|
%
|
|
* Not meaningful
|
|
|
|
|
|
|
Quarter Ended
|
|||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
410
|
|
|
$
|
430
|
|
|
(5
|
)%
|
Cost of product sales and services
|
(210
|
)
|
|
(218
|
)
|
|
(4
|
)%
|
||
Gross margin
|
200
|
|
|
212
|
|
|
(6
|
)%
|
||
% of revenue
|
49
|
%
|
|
49
|
%
|
|
|
|||
ESA expenses
|
(82
|
)
|
|
(94
|
)
|
|
(13
|
)%
|
||
% of revenue
|
20
|
%
|
|
22
|
%
|
|
|
|||
Segment operating income
|
$
|
118
|
|
|
$
|
118
|
|
|
—
|
%
|
% of revenue
|
29
|
%
|
|
27
|
%
|
|
|
|
Quarter Ended
|
|||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
540
|
|
|
$
|
537
|
|
|
1
|
%
|
Cost of product sales and services
|
(371
|
)
|
|
(364
|
)
|
|
2
|
%
|
||
Gross margin
|
169
|
|
|
173
|
|
|
(2
|
)%
|
||
% of revenue
|
31
|
%
|
|
32
|
%
|
|
|
|||
ESA expenses
|
(60
|
)
|
|
(62
|
)
|
|
(3
|
)%
|
||
% of revenue
|
11
|
%
|
|
12
|
%
|
|
|
|||
Segment operating income
|
$
|
109
|
|
|
$
|
111
|
|
|
(2
|
)%
|
% of revenue
|
20
|
%
|
|
21
|
%
|
|
|
|
Quarter Ended
|
|||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
466
|
|
|
$
|
453
|
|
|
3
|
%
|
Cost of product sales and services
|
(320
|
)
|
|
(317
|
)
|
|
1
|
%
|
||
Gross margin
|
146
|
|
|
136
|
|
|
7
|
%
|
||
% of revenue
|
31
|
%
|
|
30
|
%
|
|
|
|||
ESA expenses
|
(59
|
)
|
|
(57
|
)
|
|
4
|
%
|
||
% of revenue
|
13
|
%
|
|
13
|
%
|
|
|
|||
Segment operating income
|
$
|
87
|
|
|
$
|
79
|
|
|
10
|
%
|
% of revenue
|
19
|
%
|
|
17
|
%
|
|
|
|
|
Quarter Ended
|
|||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|
|||||
|
|
(Dollars in millions)
|
|||||||||
Unallocated corporate expense
|
$
|
16
|
|
|
$
|
34
|
|
|
(53
|
)%
|
|
Amortization of intangible assets from Exelis acquisition
|
25
|
|
|
27
|
|
|
(7
|
)%
|
|
Quarter Ended
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
95
|
|
|
$
|
43
|
|
Net cash used in investing activities
|
(23
|
)
|
|
(46
|
)
|
||
Net cash used in financing activities
|
(174
|
)
|
|
(201
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
6
|
|
|
1
|
|
||
Net decrease in cash and cash equivalents
|
(96
|
)
|
|
(203
|
)
|
||
Cash and cash equivalents, beginning of year
|
484
|
|
|
487
|
|
||
Cash and cash equivalents, end of quarter
|
$
|
388
|
|
|
$
|
284
|
|
•
|
Any obligation under certain guarantee contracts;
|
•
|
A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
|
•
|
Any obligation, including a contingent obligation, under certain derivative instruments; and
|
•
|
Any obligation, including a contingent obligation, under a material variable interest in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.
|
|
Quarter Ended
|
||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Favorable adjustments
|
$
|
32
|
|
|
$
|
39
|
|
Unfavorable adjustments
|
(21
|
)
|
|
(26
|
)
|
||
Net operating income adjustments
|
$
|
11
|
|
|
$
|
13
|
|
•
|
We depend on U.S. Government customers for a significant portion of our revenue, and the loss of these relationships, a reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations and cash flows.
|
•
|
We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.
|
•
|
We could be negatively impacted by a security breach, through cyber attack, cyber intrusion or otherwise, or other significant disruption of our IT networks and related systems or of those we operate for certain of our customers.
|
•
|
The U.S. Government’s budget deficit, the national debt and sequestration could have an adverse impact on our business, financial condition, results of operations and cash flows.
|
•
|
The level of returns on defined benefit plan assets, changes in interest rates and other factors could affect our earnings and cash flows in future periods.
|
•
|
We enter into fixed-price contracts that could subject us to losses in the event of cost overruns or a significant increase in inflation.
|
•
|
We use estimates in accounting for many of our programs and changes in our estimates could adversely affect our future financial results.
|
•
|
We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally, including fluctuations in currency exchange rates.
|
•
|
Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.
|
•
|
We may not be successful in obtaining the necessary export licenses to conduct certain operations abroad, and Congress may prevent proposed sales to certain foreign governments.
|
•
|
Our future success will depend on our ability to develop new products, systems, services and technologies that achieve market acceptance in our current and future markets.
|
•
|
We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to estimate growth in our markets and, as a result, future income and expenditures.
|
•
|
We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in which we operate, our ability to insure against risks, our operations or our profitability.
|
•
|
We have made, and may continue to make, strategic acquisitions and divestitures that involve significant risks and uncertainties.
|
•
|
Disputes with our subcontractors and the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products or services to be produced or delivered in an untimely or unsatisfactory manner.
|
•
|
Third parties have claimed in the past and may claim in the future that we are infringing directly or indirectly upon their intellectual property rights, and third parties may infringe upon our intellectual property rights.
|
•
|
The outcome of litigation or arbitration in which we are involved from time to time is unpredictable and an adverse decision in any such matter could have a material adverse effect on our financial condition, results of operations and cash flows.
|
•
|
We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.
|
•
|
Changes in our effective tax rate may have an adverse effect on our results of operations.
|
•
|
Our level of indebtedness and our ability to make payments on or service our indebtedness and our unfunded defined benefit plans liability may adversely affect our financial and operating activities or our ability to incur additional debt.
|
•
|
A downgrade in our credit ratings could materially adversely affect our business.
|
•
|
Unforeseen environmental issues could have a material adverse effect on our business, financial condition, results of operations and cash flows.
|
•
|
We have significant operations in locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.
|
•
|
Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other long-term assets to become impaired, resulting in substantial losses and write-downs that would adversely affect our results of operations.
|
•
|
Some of our workforce is represented by labor unions, so our business could be harmed in the event of a prolonged work stoppage.
|
•
|
We must attract and retain key employees, and failure to do so could seriously harm us.
|
•
|
We may be responsible for U.S. Federal income tax liabilities that relate to the spin-off of Vectrus, Inc. (“Vectrus”) completed by Exelis.
|
•
|
In connection with the Vectrus spin-off, Vectrus indemnified Exelis for certain liabilities and Exelis indemnified Vectrus for certain liabilities. This indemnity may not be sufficient to insure us against the full amount of the liabilities assumed by Vectrus and Vectrus may be unable to satisfy its indemnification obligations to us in the future.
|
•
|
The Vectrus spin-off may expose us to potential liabilities arising out of state and Federal fraudulent conveyance laws and legal distribution requirements.
|
•
|
The ITT Corporation (“ITT”) spin-off of Exelis may expose us to potential liabilities arising out of state and Federal fraudulent conveyance laws and legal distribution requirements.
|
•
|
If we are required to indemnify ITT or Xylem, Inc. in connection with the ITT spin-off of Exelis, we may need to divert cash to meet those obligations and our financial results could be negatively impacted.
|
Period*
|
Total number of
shares purchased
|
|
Average price
paid per share
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs (1)
|
|
Maximum approximate
dollar value of shares
that may yet be
purchased under the
plans or programs (1)
|
|||||||
Month No. 1
|
|
|
|
|
|
|
|
|||||||
(July 1, 2017-July 28, 2017)
|
|
|
|
|
|
|
|
|||||||
Repurchase program
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
973,390,297
|
|
||
Employee transactions
(3)
|
1,132
|
|
|
$
|
111.67
|
|
|
—
|
|
|
—
|
|
||
Month No. 2
|
|
|
|
|
|
|
|
|||||||
(July 29, 2017-August 25, 2017)
|
|
|
|
|
|
|
|
|||||||
Repurchase program
(1)
|
154,800
|
|
|
$
|
119.26
|
|
|
154,800
|
|
|
$
|
954,928,220
|
|
|
ASR settlement
(2)
|
296,952
|
|
|
$
|
112.17
|
|
|
296,952
|
|
|
$
|
954,928,220
|
|
|
Employee transactions
(3)
|
75,095
|
|
|
$
|
119.62
|
|
|
—
|
|
|
—
|
|
||
Month No. 3
|
|
|
|
|
|
|
|
|||||||
(August 26, 2017-September 29, 2017)
|
|
|
|
|
|
|
|
|||||||
Repurchase program
(1)
|
462,511
|
|
|
$
|
122.24
|
|
|
462,511
|
|
|
$
|
898,390,371
|
|
|
Employee transactions
(3)
|
26,651
|
|
|
$
|
125.48
|
|
|
—
|
|
|
—
|
|
||
Total
|
1,017,141
|
|
|
|
|
914,263
|
|
|
$
|
898,390,371
|
|
|||
|
|
|
|
|
|
|
|
|
*
|
Periods represent our fiscal months.
|
(1)
|
On February 2, 2017, we announced that on January 26, 2017, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $1 billion in shares of our common stock through open-market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of
September 29, 2017
,
$898,390,371
(as reflected in the table above) was the approximate dollar amount of our common stock that may yet be purchased under our repurchase program, which does not have a stated expiration date.
|
(2)
|
On August 30, 2017, the second tranche of a fixed-dollar accelerated share repurchase agreement (“ASR”) to repurchase an unspecified total number of shares of our common stock for $250 million that we entered into on May 5, 2017 settled, and we received from the counterparty
296,952
additional shares of our common stock. In total, we repurchased 2,228,770 shares of our common stock under our repurchase program pursuant to the ASR at an average price of
$112.17
per share, and the aggregate $250 million payment we made on May 5, 2017 correspondingly reduced in the fourth quarter of fiscal 2017 the approximate dollar amount of our common stock that may yet be repurchased under our repurchase program as reflected in the table above.
|
(3)
|
Represents a combination of (a) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance units, restricted units or restricted shares that vested during the quarter and (b) performance units, restricted units or restricted shares returned to us upon retirement or employment termination of employees. Our equity incentive plans provide that the value of shares delivered to us to pay the exercise price of options or to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.
|
*
|
Management contract or compensatory plan or arrangement
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS CORPORATION
|
||
|
|
|
|
(Registrant)
|
||
|
|
|
|
|||
Date: October 31, 2017
|
|
|
|
By:
|
|
/s/ Rahul Ghai
|
|
|
|
|
|
|
Rahul Ghai
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
(principal financial officer and duly authorized officer)
|
|
Quarter Ended
|
|
Fiscal Year Ended
|
||||||||||||||||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
|
June 30, 2017
|
|
July 1, 2016
|
|
July 3, 2015
|
|
June 27, 2014
|
|
June 28, 2013
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(In millions, except ratios)
|
||||||||||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from continuing operations
|
$
|
167
|
|
|
$
|
145
|
|
|
$
|
638
|
|
|
$
|
611
|
|
|
$
|
287
|
|
|
$
|
440
|
|
|
$
|
401
|
|
Plus: Income taxes
|
64
|
|
|
58
|
|
|
267
|
|
|
273
|
|
|
109
|
|
|
202
|
|
|
168
|
|
|||||||
Fixed charges
|
43
|
|
|
46
|
|
|
179
|
|
|
188
|
|
|
135
|
|
|
99
|
|
|
114
|
|
|||||||
Amortization of capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Less: Interest capitalized during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||||||
|
$
|
274
|
|
|
$
|
249
|
|
|
$
|
1,084
|
|
|
$
|
1,073
|
|
|
$
|
529
|
|
|
$
|
739
|
|
|
$
|
682
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
41
|
|
|
$
|
44
|
|
|
$
|
172
|
|
|
$
|
183
|
|
|
$
|
130
|
|
|
$
|
94
|
|
|
$
|
109
|
|
Plus: Interest capitalized during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|||||||
Interest portion of rental expense
|
2
|
|
|
2
|
|
|
7
|
|
|
5
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|||||||
|
$
|
43
|
|
|
$
|
46
|
|
|
$
|
179
|
|
|
$
|
188
|
|
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
114
|
|
Ratio of Earnings to Fixed Charges
|
6.37
|
|
|
5.41
|
|
|
6.06
|
|
|
5.71
|
|
|
3.92
|
|
|
7.46
|
|
|
5.98
|
|
Form S-3 ASR
|
|
No. 333-213408
|
|
Harris Corporation Debt and Equity Securities
|
Form S-8
|
|
No. 333-192735
|
|
Harris Corporation Retirement Plan
|
Form S-8
|
|
No. 333-130124
|
|
Harris Corporation 2005 Equity Incentive Plan
|
Form S-8
|
|
No. 333-207774
|
|
Harris Corporation 2015 Equity Incentive Plan
|
|
|
/s/ Ernst & Young LLP
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the
quarter ended September 29, 2017
of Harris Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: October 31, 2017
|
|
|
|
/s/ William M. Brown
|
||
|
|
|
|
Name:
|
|
William M. Brown
|
|
|
|
|
Title:
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the
quarter ended September 29, 2017
of Harris Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: October 31, 2017
|
|
|
|
/s/ Rahul Ghai
|
||
|
|
|
|
Name:
|
|
Rahul Ghai
|
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Harris as of the dates and for the periods expressed in the Report.
|
Date: October 31, 2017
|
|
|
|
/s/ William M. Brown
|
||
|
|
|
|
Name:
|
|
William M. Brown
|
|
|
|
|
Title:
|
|
Chairman, President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Harris as of the dates and for the periods expressed in the Report.
|
Date: October 31, 2017
|
|
|
|
/s/ Rahul Ghai
|
||
|
|
|
|
Name:
|
|
Rahul Ghai
|
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|