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 28, 2018
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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
|
||
(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
|
o
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Non-accelerated filer
|
|
o
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Smaller reporting company
|
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 28, 2018 and September 29, 2017
|
|
Condensed Consolidated Statement of Comprehensive Income for the Quarter Ended September 28, 2018 and September 29, 2017
|
|
Condensed Consolidated Balance Sheet at September 28, 2018 and June 29, 2018
|
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Condensed Consolidated Statement of Cash Flows for the Quarter Ended September 28, 2018 and September 29, 2017
|
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Condensed Consolidated Statement of Equity for the Quarter Ended September 28, 2018 and September 29, 2017
|
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Notes to Condensed Consolidated Financial Statements
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Report of Independent Registered 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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September 28, 2018
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|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions, except per share amounts)
|
||||||
Revenue from product sales and services
|
$
|
1,542
|
|
|
$
|
1,410
|
|
Cost of product sales and services
|
(1,010
|
)
|
|
(919
|
)
|
||
Engineering, selling and administrative expenses
|
(279
|
)
|
|
(268
|
)
|
||
Non-operating income
|
47
|
|
|
46
|
|
||
Interest income
|
1
|
|
|
—
|
|
||
Interest expense
|
(44
|
)
|
|
(41
|
)
|
||
Income from continuing operations before income taxes
|
257
|
|
|
228
|
|
||
Income taxes
|
(41
|
)
|
|
(63
|
)
|
||
Income from continuing operations
|
216
|
|
|
165
|
|
||
Discontinued operations, net of income taxes
|
(3
|
)
|
|
(6
|
)
|
||
Net income
|
$
|
213
|
|
|
$
|
159
|
|
|
|
|
|
||||
Net income per common share
|
|
|
|
||||
Basic
|
|
|
|
||||
Continuing operations
|
$
|
1.82
|
|
|
$
|
1.39
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.06
|
)
|
||
|
$
|
1.81
|
|
|
$
|
1.33
|
|
Diluted
|
|
|
|
||||
Continuing operations
|
$
|
1.78
|
|
|
$
|
1.36
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.05
|
)
|
||
|
$
|
1.77
|
|
|
$
|
1.31
|
|
|
|
|
|
||||
Cash dividends paid per common share
|
$
|
0.685
|
|
|
$
|
0.570
|
|
Basic weighted average common shares outstanding
|
117.9
|
|
|
119.1
|
|
||
Diluted weighted average common shares outstanding
|
120.6
|
|
|
121.2
|
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Net income
|
$
|
213
|
|
|
$
|
159
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation gain, net of income taxes
|
—
|
|
|
25
|
|
||
Net unrealized gain on hedging derivatives, net of income taxes
|
1
|
|
|
1
|
|
||
Net unrecognized loss on postretirement obligations, net of income taxes
|
(1
|
)
|
|
—
|
|
||
Other comprehensive income, net of income taxes
|
—
|
|
|
26
|
|
||
Total comprehensive income
|
$
|
213
|
|
|
$
|
185
|
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions, except shares)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
305
|
|
|
$
|
288
|
|
Receivables
|
432
|
|
|
466
|
|
||
Contract assets
|
870
|
|
|
782
|
|
||
Inventories
|
413
|
|
|
411
|
|
||
Income taxes receivable
|
151
|
|
|
174
|
|
||
Other current assets
|
117
|
|
|
103
|
|
||
Total current assets
|
2,288
|
|
|
2,224
|
|
||
Non-current Assets
|
|
|
|
||||
Property, plant and equipment
|
898
|
|
|
900
|
|
||
Goodwill
|
5,373
|
|
|
5,372
|
|
||
Other intangible assets
|
960
|
|
|
989
|
|
||
Non-current deferred income taxes
|
117
|
|
|
119
|
|
||
Other non-current assets
|
253
|
|
|
247
|
|
||
Total non-current assets
|
7,601
|
|
|
7,627
|
|
||
|
$
|
9,889
|
|
|
$
|
9,851
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt
|
$
|
294
|
|
|
$
|
78
|
|
Accounts payable
|
480
|
|
|
622
|
|
||
Contract liabilities
|
410
|
|
|
372
|
|
||
Compensation and benefits
|
125
|
|
|
142
|
|
||
Other accrued items
|
321
|
|
|
317
|
|
||
Income taxes payable
|
21
|
|
|
15
|
|
||
Current portion of long-term debt, net
|
305
|
|
|
304
|
|
||
Total current liabilities
|
1,956
|
|
|
1,850
|
|
||
Non-current Liabilities
|
|
|
|
||||
Defined benefit plans
|
674
|
|
|
714
|
|
||
Long-term debt, net
|
3,410
|
|
|
3,408
|
|
||
Non-current deferred income taxes
|
84
|
|
|
79
|
|
||
Other long-term liabilities
|
521
|
|
|
522
|
|
||
Total non-current liabilities
|
4,689
|
|
|
4,723
|
|
||
Equity
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, without par value; 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 117,611,536 shares at September 28, 2018 and 118,280,120 shares at June 29, 2018
|
118
|
|
|
118
|
|
||
Other capital
|
1,648
|
|
|
1,714
|
|
||
Retained earnings
|
1,680
|
|
|
1,648
|
|
||
Accumulated other comprehensive loss
|
(202
|
)
|
|
(202
|
)
|
||
Total shareholders’ equity
|
3,244
|
|
|
3,278
|
|
||
|
$
|
9,889
|
|
|
$
|
9,851
|
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
213
|
|
|
$
|
159
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of acquisition-related intangibles
|
29
|
|
|
28
|
|
||
Depreciation and other amortization
|
36
|
|
|
37
|
|
||
Share-based compensation
|
38
|
|
|
11
|
|
||
Pension income
|
(38
|
)
|
|
(34
|
)
|
||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
34
|
|
|
(54
|
)
|
||
Contract assets
|
(88
|
)
|
|
(59
|
)
|
||
Inventories
|
(3
|
)
|
|
(24
|
)
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
(141
|
)
|
|
(88
|
)
|
||
Contract liabilities
|
38
|
|
|
18
|
|
||
Income taxes
|
37
|
|
|
125
|
|
||
Other
|
(38
|
)
|
|
(24
|
)
|
||
Net cash provided by operating activities
|
117
|
|
|
95
|
|
||
Investing Activities
|
|
|
|
||||
Net additions of property, plant and equipment
|
(31
|
)
|
|
(23
|
)
|
||
Net cash used in investing activities
|
(31
|
)
|
|
(23
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from borrowings
|
216
|
|
|
—
|
|
||
Repayments of borrowings
|
—
|
|
|
(35
|
)
|
||
Proceeds from exercises of employee stock options
|
15
|
|
|
14
|
|
||
Repurchases of common stock
|
(200
|
)
|
|
(75
|
)
|
||
Cash dividends
|
(82
|
)
|
|
(69
|
)
|
||
Other financing activities
|
(18
|
)
|
|
(9
|
)
|
||
Net cash used in financing activities
|
(69
|
)
|
|
(174
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
6
|
|
||
Net increase (decrease) in cash and cash equivalents
|
17
|
|
|
(96
|
)
|
||
Cash and cash equivalents, beginning of year
|
288
|
|
|
484
|
|
||
Cash and cash equivalents, end of quarter
|
$
|
305
|
|
|
$
|
388
|
|
|
Common
Stock
|
|
Other
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Equity
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Balance at June 30, 2017
|
$
|
120
|
|
|
$
|
1,741
|
|
|
$
|
1,318
|
|
|
$
|
(276
|
)
|
|
$
|
2,903
|
|
Net income
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|||||
Shares issued under stock incentive plans
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Share-based compensation expense
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Repurchases and retirement of common stock
|
(1
|
)
|
|
(73
|
)
|
|
(48
|
)
|
|
—
|
|
|
(122
|
)
|
|||||
Forward contract component of accelerated share repurchase
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Cash dividends ($.570 per share)
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
|||||
Balance at September 29, 2017
|
$
|
119
|
|
|
$
|
1,731
|
|
|
$
|
1,360
|
|
|
$
|
(250
|
)
|
|
$
|
2,960
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 29, 2018
|
$
|
118
|
|
|
$
|
1,714
|
|
|
$
|
1,648
|
|
|
$
|
(202
|
)
|
|
$
|
3,278
|
|
Net income
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
213
|
|
|||||
Shares issued under stock incentive plans
|
1
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Shares issued under defined contribution plans
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||
Share-based compensation expense
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Repurchases and retirement of common stock
|
(1
|
)
|
|
(118
|
)
|
|
(99
|
)
|
|
—
|
|
|
(218
|
)
|
|||||
Cash dividends ($.685 per share)
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(82
|
)
|
|||||
Balance at September 28, 2018
|
$
|
118
|
|
|
$
|
1,648
|
|
|
$
|
1,680
|
|
|
$
|
(202
|
)
|
|
$
|
3,244
|
|
•
|
The customer simultaneously receives and consumes the benefits provided by our performance as we perform;
|
•
|
Our performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced; or
|
•
|
Our performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date.
|
|
Quarter Ended September 29, 2017
|
||||||||||||||
|
As Reported
|
|
Effect of Adopting ASC 606
|
|
Effect of Adopting ASU 2017-07
|
|
As Recast
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Revenue from product sales and services
|
$
|
1,413
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
1,410
|
|
Cost of product sales and services
|
(885
|
)
|
|
3
|
|
|
(37
|
)
|
|
(919
|
)
|
||||
Engineering, selling and administrative expenses
|
(256
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(268
|
)
|
||||
Non-operating income
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
||||
Interest expense
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||
Income from continuing operations before income taxes
|
231
|
|
|
(3
|
)
|
|
—
|
|
|
228
|
|
||||
Income taxes
|
(64
|
)
|
|
1
|
|
|
—
|
|
|
(63
|
)
|
||||
Income from continuing operations
|
167
|
|
|
(2
|
)
|
|
—
|
|
|
165
|
|
||||
Discontinued operations, net of income taxes
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Net income
|
$
|
161
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
159
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.40
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
1.39
|
|
Discontinued operations
|
(0.05
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
(0.06
|
)
|
||||
|
$
|
1.35
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
$
|
1.33
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.38
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
$
|
1.36
|
|
Discontinued operations
|
(0.06
|
)
|
|
0.01
|
|
|
—
|
|
|
(0.05
|
)
|
||||
|
$
|
1.32
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
1.31
|
|
|
June 29, 2018
|
||||||||||
|
As Reported
|
|
Effect of Adopting ASC 606
|
|
As Recast
|
||||||
|
|
|
|
|
|
||||||
|
(In millions, except shares)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Current Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
288
|
|
Receivables
|
735
|
|
|
(269
|
)
|
|
466
|
|
|||
Contract assets
|
—
|
|
|
782
|
|
|
782
|
|
|||
Inventories
|
925
|
|
|
(514
|
)
|
|
411
|
|
|||
Income taxes receivable
|
174
|
|
|
—
|
|
|
174
|
|
|||
Other current assets
|
101
|
|
|
2
|
|
|
103
|
|
|||
Total current assets
|
2,223
|
|
|
1
|
|
|
2,224
|
|
|||
Non-current Assets
|
|
|
|
|
|
||||||
Property, plant and equipment
|
900
|
|
|
—
|
|
|
900
|
|
|||
Goodwill
|
5,372
|
|
|
—
|
|
|
5,372
|
|
|||
Other intangible assets
|
989
|
|
|
—
|
|
|
989
|
|
|||
Non-current deferred income taxes
|
116
|
|
|
3
|
|
|
119
|
|
|||
Other non-current assets
|
239
|
|
|
8
|
|
|
247
|
|
|||
Total non-current assets
|
7,616
|
|
|
11
|
|
|
7,627
|
|
|||
|
$
|
9,839
|
|
|
$
|
12
|
|
|
$
|
9,851
|
|
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
||||||
Current Liabilities
|
|
|
|
|
|
||||||
Short-term debt
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
78
|
|
Accounts payable
|
622
|
|
|
—
|
|
|
622
|
|
|||
Advanced payments and unearned income
|
314
|
|
|
(314
|
)
|
|
—
|
|
|||
Contract liabilities
|
—
|
|
|
372
|
|
|
372
|
|
|||
Compensation and benefits
|
142
|
|
|
—
|
|
|
142
|
|
|||
Other accrued items
|
313
|
|
|
4
|
|
|
317
|
|
|||
Income taxes payable
|
15
|
|
|
—
|
|
|
15
|
|
|||
Current portion of long-term debt, net
|
304
|
|
|
—
|
|
|
304
|
|
|||
Total current liabilities
|
1,788
|
|
|
62
|
|
|
1,850
|
|
|||
Non-current Liabilities
|
|
|
|
|
|
||||||
Defined benefit plans
|
714
|
|
|
—
|
|
|
714
|
|
|||
Long-term debt, net
|
3,408
|
|
|
—
|
|
|
3,408
|
|
|||
Non-current deferred income taxes
|
90
|
|
|
(11
|
)
|
|
79
|
|
|||
Other long-term liabilities
|
517
|
|
|
5
|
|
|
522
|
|
|||
Total non-current liabilities
|
4,729
|
|
|
(6
|
)
|
|
4,723
|
|
|||
Equity
|
|
|
|
|
|
||||||
Shareholders’ Equity:
|
|
|
|
|
|
||||||
Common stock
|
118
|
|
|
—
|
|
|
118
|
|
|||
Other capital
|
1,714
|
|
|
—
|
|
|
1,714
|
|
|||
Retained earnings
|
1,692
|
|
|
(44
|
)
|
|
1,648
|
|
|||
Accumulated other comprehensive loss
|
(202
|
)
|
|
—
|
|
|
(202
|
)
|
|||
Total equity
|
3,322
|
|
|
(44
|
)
|
|
3,278
|
|
|||
|
$
|
9,839
|
|
|
$
|
12
|
|
|
$
|
9,851
|
|
|
Quarter Ended September 29, 2017
|
||||||||||
|
As Reported
|
|
Effect of Adopting ASC 606
|
|
As Recast
|
||||||
|
|
|
|
|
|
||||||
|
(In millions, except shares)
|
||||||||||
Net income
|
$
|
161
|
|
|
(2
|
)
|
|
$
|
159
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Amortization of acquisition-related intangibles
(1)
|
28
|
|
|
—
|
|
|
28
|
|
|||
Depreciation and other amortization
(1)
|
37
|
|
|
—
|
|
|
37
|
|
|||
Share-based compensation
|
11
|
|
|
—
|
|
|
11
|
|
|||
Pension income
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||
(Increase) decrease in:
|
|
|
|
|
|
||||||
Accounts receivable
|
(83
|
)
|
|
29
|
|
|
(54
|
)
|
|||
Contract assets
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|||
Inventories
|
(56
|
)
|
|
32
|
|
|
(24
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
||||||
Accounts payable
|
(88
|
)
|
|
—
|
|
|
(88
|
)
|
|||
Advanced payments and unearned income
|
12
|
|
|
(12
|
)
|
|
—
|
|
|||
Contract liabilities
|
—
|
|
|
18
|
|
|
18
|
|
|||
Income taxes
|
126
|
|
|
(1
|
)
|
|
125
|
|
|||
Other
|
(19
|
)
|
|
(5
|
)
|
|
(24
|
)
|
|||
Net cash provided by operating activities
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
(1)
|
“Amortization of acquisition-related intangibles” includes amortization of non-Exelis Inc. acquisition-related intangibles, which was previously included in the “Depreciation and amortization” line item in our Condensed Consolidated Statement of Cash Flows (Unaudited) in our Form 10-Q for the quarter ended September 29, 2017.
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Foreign currency translation, net of income taxes of $2 million at September 28, 2018 and June 29, 2018, respectively
|
$
|
(99
|
)
|
|
$
|
(99
|
)
|
Net unrealized loss on hedging derivatives, net of income taxes of $6 million and $7 million at September 28, 2018 and June 29, 2018, respectively
|
(19
|
)
|
|
(20
|
)
|
||
Unrecognized postretirement obligations, net of income taxes of $30 million at September 28, 2018 and June 29, 2018, respectively
|
(84
|
)
|
|
(83
|
)
|
||
|
$
|
(202
|
)
|
|
$
|
(202
|
)
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Accounts receivable
|
$
|
435
|
|
|
$
|
468
|
|
Less allowances for collection losses
|
(3
|
)
|
|
(2
|
)
|
||
|
$
|
432
|
|
|
$
|
466
|
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Contract assets
|
$
|
870
|
|
|
$
|
782
|
|
Contract liabilities, current
|
(410
|
)
|
|
(372
|
)
|
||
Contract liabilities, non-current
(1)
|
(5
|
)
|
|
(7
|
)
|
||
|
$
|
455
|
|
|
$
|
403
|
|
(1)
|
Non-current portion of deferred revenue associated with extended product warranties, which is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet (Unaudited)
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Unbilled contract receivables, gross
|
$
|
1,000
|
|
|
$
|
881
|
|
Progress payments
|
(130
|
)
|
|
(99
|
)
|
||
|
$
|
870
|
|
|
$
|
782
|
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Finished products
|
$
|
81
|
|
|
$
|
91
|
|
Work in process
|
119
|
|
|
121
|
|
||
Raw materials and supplies
|
213
|
|
|
199
|
|
||
|
$
|
413
|
|
|
$
|
411
|
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Land
|
$
|
43
|
|
|
$
|
43
|
|
Software capitalized for internal use
|
174
|
|
|
171
|
|
||
Buildings
|
624
|
|
|
620
|
|
||
Machinery and equipment
|
1,372
|
|
|
1,349
|
|
||
|
2,213
|
|
|
2,183
|
|
||
Less accumulated depreciation and amortization
|
(1,315
|
)
|
|
(1,283
|
)
|
||
|
$
|
898
|
|
|
$
|
900
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
Quarter Ended
|
|
Quarter Ended
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Net periodic benefit income
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
52
|
|
|
48
|
|
|
2
|
|
|
2
|
|
||||
Expected return on plan assets
|
(95
|
)
|
|
(92
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
Amortization of net actuarial loss (gain)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Total net periodic benefit income
|
$
|
(34
|
)
|
|
$
|
(34
|
)
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions, except per share amounts)
|
||||||
Income from continuing operations
|
$
|
216
|
|
|
$
|
165
|
|
Adjustments for participating securities outstanding
|
(1
|
)
|
|
—
|
|
||
Income from continuing operations used in per basic and diluted common share calculations (A)
|
$
|
215
|
|
|
$
|
165
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding (B)
|
117.9
|
|
|
119.1
|
|
||
Impact of dilutive share-based awards
|
2.7
|
|
|
2.1
|
|
||
Diluted weighted average common shares outstanding (C)
|
120.6
|
|
|
121.2
|
|
||
Income from continuing operations per basic common share (A)/(B)
|
$
|
1.82
|
|
|
$
|
1.39
|
|
Income from continuing operations per diluted common share (A)/(C)
|
$
|
1.78
|
|
|
$
|
1.36
|
|
•
|
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 28, 2018
|
|
June 29, 2018
|
||||||||||||
|
Total
|
|
Level 1
|
|
Total
|
|
Level 1
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets:
(1)
|
|
|
|
|
|
|
|
||||||||
Equity and fixed income securities
|
$
|
50
|
|
|
$
|
50
|
|
|
$
|
46
|
|
|
$
|
46
|
|
Investments measured at NAV:
|
|
|
|
|
|
|
|
||||||||
Equity and fixed income funds
|
67
|
|
|
|
|
63
|
|
|
|
||||||
Corporate-owned life insurance
|
27
|
|
|
|
|
27
|
|
|
|
||||||
Total investments measured at NAV
|
94
|
|
|
|
|
90
|
|
|
|
||||||
Total fair value of deferred compensation plan assets
|
$
|
144
|
|
|
|
|
$
|
136
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liabilities:
(2)
|
|
|
|
|
|
|
|
||||||||
Equity securities and mutual funds
|
$
|
24
|
|
|
$
|
24
|
|
|
$
|
38
|
|
|
$
|
38
|
|
Investments measured at NAV:
|
|
|
|
|
|
|
|
||||||||
Common/collective trusts and guaranteed investment contracts
|
138
|
|
|
|
|
111
|
|
|
|
||||||
Total fair value of deferred compensation plan liabilities
|
$
|
162
|
|
|
|
|
|
$
|
149
|
|
|
|
|
(1)
|
Represents diversified assets 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), and which are measured at fair value.
|
(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 stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.
|
|
September 28, 2018
|
|
June 29, 2018
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Long-term debt (including current portion)
(1)
|
$
|
3,715
|
|
|
$
|
3,842
|
|
|
$
|
3,712
|
|
|
$
|
3,848
|
|
(1)
|
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 defense and classified customers and mission-critical communication systems for civil and military aviation and other customers; and
|
•
|
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.
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue
|
|
|
|
||||
Communication Systems
|
$
|
469
|
|
|
$
|
406
|
|
Electronic Systems
|
589
|
|
|
541
|
|
||
Space and Intelligence Systems
|
488
|
|
|
466
|
|
||
Corporate eliminations
|
(4
|
)
|
|
(3
|
)
|
||
|
$
|
1,542
|
|
|
$
|
1,410
|
|
Income From Continuing Operations Before Income Taxes
|
|||||||
Segment Operating Income:
|
|
|
|
||||
Communication Systems
|
$
|
140
|
|
|
$
|
115
|
|
Electronic Systems
|
115
|
|
|
109
|
|
||
Space and Intelligence Systems
|
86
|
|
|
87
|
|
||
Unallocated corporate expense and corporate eliminations
(1)
|
(41
|
)
|
|
(42
|
)
|
||
Pension adjustment
|
(47
|
)
|
|
(46
|
)
|
||
Non-operating income
|
47
|
|
|
46
|
|
||
Net interest expense
|
(43
|
)
|
|
(41
|
)
|
||
|
$
|
257
|
|
|
$
|
228
|
|
|
|
|
|
|
|
(1)
|
Unallocated corporate expense and corporate eliminations included
$25 million
of expense for amortization of identifiable intangible assets acquired as a result of our acquisition of Exelis in each of the quarters ended
September 28, 2018
and
September 29, 2017
. 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. Corporate eliminations of intersegment profits were not material in the quarters ended September 28, 2018 and September 29, 2017.
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue By Geographical Region
|
|
|
|
||||
United States
|
$
|
259
|
|
|
$
|
208
|
|
International
|
210
|
|
|
198
|
|
||
|
$
|
469
|
|
|
$
|
406
|
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue By Customer Relationship
|
|
|
|
||||
Prime contractor
|
$
|
394
|
|
|
$
|
398
|
|
Subcontractor
|
195
|
|
|
143
|
|
||
|
$
|
589
|
|
|
$
|
541
|
|
Revenue By Contract Type
|
|
|
|
||||
Fixed-price
(1)
|
$
|
478
|
|
|
$
|
422
|
|
Cost-reimbursable
|
111
|
|
|
119
|
|
||
|
$
|
589
|
|
|
$
|
541
|
|
Revenue By Geographical Region
|
|
|
|
||||
United States
|
$
|
478
|
|
|
$
|
426
|
|
International
|
111
|
|
|
115
|
|
||
|
$
|
589
|
|
|
$
|
541
|
|
|
|
|
|
(1)
|
Includes revenue derived from time-and-materials contracts.
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue By Customer Relationship
|
|
|
|
||||
Prime contractor
|
$
|
352
|
|
|
$
|
334
|
|
Subcontractor
|
136
|
|
|
132
|
|
||
|
$
|
488
|
|
|
$
|
466
|
|
Revenue By Contract Type
|
|
|
|
||||
Fixed-price
(1)
|
$
|
172
|
|
|
$
|
123
|
|
Cost-reimbursable
|
316
|
|
|
343
|
|
||
|
$
|
488
|
|
|
$
|
466
|
|
Revenue By Geographical Region
|
|
|
|
||||
United States
|
$
|
476
|
|
|
$
|
452
|
|
International
|
12
|
|
|
14
|
|
||
|
$
|
488
|
|
|
$
|
466
|
|
|
|
|
|
(1)
|
Includes revenue derived from time-and-materials contracts.
|
|
September 28, 2018
|
|
June 29, 2018
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Total Assets
|
|
|
|
||||
Communication Systems
|
$
|
1,556
|
|
|
$
|
1,567
|
|
Electronic Systems
|
4,204
|
|
|
4,174
|
|
||
Space and Intelligence Systems
|
2,220
|
|
|
2,193
|
|
||
Corporate
(1)
|
1,909
|
|
|
1,917
|
|
||
|
$
|
9,889
|
|
|
$
|
9,851
|
|
|
|
|
|
(1)
|
Identifiable intangible assets acquired in connection with our acquisition of Exelis in the fourth quarter of fiscal 2015 were recorded as Corporate assets because they benefitted the entire Company as opposed to any individual segment. Exelis identifiable intangible asset balances recorded as Corporate assets were
$949 million
and
$974 million
at
September 28, 2018
and
June 29, 2018
, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan assets and buildings and equipment.
|
•
|
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 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 condition, 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 defense and classified customers and mission-critical communication systems for civil and military aviation and other customers; 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
increased
9 percent
to
$1.54 billion
from
$1.41 billion
;
|
•
|
Gross margin
increased
8 percent
to
$532 million
from
$491 million
;
|
•
|
Income from continuing operations
increased
31 percent
to
$216 million
from
$165 million
;
|
•
|
Income from continuing operations per diluted common share
increased
31 percent
to
$1.78
from
$1.36
;
|
•
|
Communication Systems revenue
increased
16 percent
to
$469 million
from
$406 million
and operating income
increased
22 percent
to
$140 million
from
$115 million
;
|
•
|
Electronic Systems revenue
increased
9 percent
to
$589 million
from
$541 million
and operating income
increased
6 percent
to
$115 million
from
$109 million
;
|
•
|
Space and Intelligence Systems revenue
increased
5 percent
to
$488 million
from
$466 million
and operating income
decreased
1 percent
to
$86 million
from
$87 million
; and
|
•
|
Net cash provided by operating activities
increased
23 percent
to
$117 million
from
$95 million
.
|
|
Quarter Ended
|
|||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions, except per share amounts)
|
|||||||||
Revenue:
|
|
|
|
|
|
|||||
Communication Systems
|
$
|
469
|
|
|
$
|
406
|
|
|
16
|
%
|
Electronic Systems
|
589
|
|
|
541
|
|
|
9
|
%
|
||
Space and Intelligence Systems
|
488
|
|
|
466
|
|
|
5
|
%
|
||
Corporate eliminations
|
(4
|
)
|
|
(3
|
)
|
|
*
|
|
||
Total revenue
|
1,542
|
|
|
1,410
|
|
|
9
|
%
|
||
Cost of product sales and services
|
(1,010
|
)
|
|
(919
|
)
|
|
10
|
%
|
||
Gross margin
|
532
|
|
|
491
|
|
|
8
|
%
|
||
% of total revenue
|
35
|
%
|
|
35
|
%
|
|
|
|||
Engineering, selling and administrative expenses
|
(279
|
)
|
|
(268
|
)
|
|
4
|
%
|
||
% of total revenue
|
18
|
%
|
|
19
|
%
|
|
|
|||
Non-operating income
|
47
|
|
|
46
|
|
|
2
|
%
|
||
Net interest expense
|
(43
|
)
|
|
(41
|
)
|
|
5
|
%
|
||
Income from continuing operations before income taxes
|
257
|
|
|
228
|
|
|
13
|
%
|
||
Income taxes
|
(41
|
)
|
|
(63
|
)
|
|
(35
|
)%
|
||
Effective tax rate
|
16
|
%
|
|
28
|
%
|
|
|
|||
Income from continuing operations
|
$
|
216
|
|
|
$
|
165
|
|
|
31
|
%
|
% of total revenue
|
14
|
%
|
|
12
|
%
|
|
|
|||
Income from continuing operations per diluted common share
|
$
|
1.78
|
|
|
$
|
1.36
|
|
|
31
|
%
|
* Not meaningful
|
|
|
|
|
|
|
Quarter Ended
|
||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
% Inc/(Dec)
|
||||
|
|
|
|
|
|
||||
|
(Dollars in millions)
|
||||||||
Revenue
|
$
|
469
|
|
|
$
|
406
|
|
|
16
|
Cost of product sales and services
|
(242
|
)
|
|
(205
|
)
|
|
18
|
||
Gross margin
|
227
|
|
|
201
|
|
|
13
|
||
% of revenue
|
48
|
%
|
|
50
|
%
|
|
|
||
ESA expenses
|
(87
|
)
|
|
(86
|
)
|
|
1
|
||
% of revenue
|
19
|
%
|
|
21
|
%
|
|
|
||
Segment operating income
|
$
|
140
|
|
|
$
|
115
|
|
|
22
|
% of revenue
|
30
|
%
|
|
28
|
%
|
|
|
|
Quarter Ended
|
||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
% Inc/(Dec)
|
||||
|
|
|
|
|
|
||||
|
(Dollars in millions)
|
||||||||
Revenue
|
$
|
589
|
|
|
$
|
541
|
|
|
9
|
Cost of product sales and services
|
(405
|
)
|
|
(366
|
)
|
|
11
|
||
Gross margin
|
184
|
|
|
175
|
|
|
5
|
||
% of revenue
|
31
|
%
|
|
32
|
%
|
|
|
||
ESA expenses
|
(69
|
)
|
|
(66
|
)
|
|
5
|
||
% of revenue
|
12
|
%
|
|
12
|
%
|
|
|
||
Segment operating income
|
$
|
115
|
|
|
$
|
109
|
|
|
6
|
% of revenue
|
20
|
%
|
|
20
|
%
|
|
|
|
Quarter Ended
|
|||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
488
|
|
|
$
|
466
|
|
|
5
|
%
|
Cost of product sales and services
|
(329
|
)
|
|
(314
|
)
|
|
5
|
%
|
||
Gross margin
|
159
|
|
|
152
|
|
|
5
|
%
|
||
% of revenue
|
33
|
%
|
|
33
|
%
|
|
|
|||
ESA expenses
|
(73
|
)
|
|
(65
|
)
|
|
12
|
%
|
||
% of revenue
|
15
|
%
|
|
14
|
%
|
|
|
|||
Segment operating income
|
$
|
86
|
|
|
$
|
87
|
|
|
(1
|
)%
|
% of revenue
|
18
|
%
|
|
19
|
%
|
|
|
|
Quarter Ended
|
|||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
% Inc/(Dec)
|
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Unallocated corporate expense and corporate eliminations
|
$
|
16
|
|
|
$
|
17
|
|
|
(6
|
)%
|
Amortization of intangible assets from Exelis acquisition
|
25
|
|
|
25
|
|
|
—
|
|
|
Quarter Ended
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
117
|
|
|
$
|
95
|
|
Net cash used in investing activities
|
(31
|
)
|
|
(23
|
)
|
||
Net cash used in financing activities
|
(69
|
)
|
|
(174
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
6
|
|
||
Net increase (decrease) in cash and cash equivalents
|
17
|
|
|
(96
|
)
|
||
Cash and cash equivalents, beginning of year
|
288
|
|
|
484
|
|
||
Cash and cash equivalents, end of quarter
|
$
|
305
|
|
|
$
|
388
|
|
•
|
$216 million
of proceeds from borrowings (primarily under our commercial paper program); and
|
•
|
$117 million
of net cash provided by operating activities; partially offset by
|
•
|
$200 million
used to repurchase shares of our common stock;
|
•
|
$82 million
used to pay cash dividends; and
|
•
|
$31 million
used for net additions of property, plant and equipment.
|
•
|
$95 million
of net cash provided by operating activities; and
|
•
|
$14 million
of proceeds from exercises of employee stock options; more than offset by
|
•
|
$75 million
used to repurchase shares of our common stock;
|
•
|
$69 million
used to pay cash dividends;
|
•
|
$35 million
of net repayment of borrowings; and
|
•
|
$23 million
used for net additions of property, plant and equipment.
|
•
|
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 28, 2018
|
|
September 29, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Favorable adjustments
|
$
|
28
|
|
|
$
|
32
|
|
Unfavorable adjustments
|
(31
|
)
|
|
(27
|
)
|
||
Net operating income adjustments
|
$
|
(3
|
)
|
|
$
|
5
|
|
•
|
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
|
•
|
We could be negatively impacted by a security breach, through cyber attack, cyber intrusion, insider threats 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, as well as any inability of the U.S. Government to complete its budget process for any government fiscal year and consequently having to operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution” or shut down, 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 financial condition, results of operations 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.
|
•
|
Strategic transactions, including acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows.
|
•
|
Disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products, systems 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 any failure to do so could seriously harm us.
|
•
|
The closing of the merger is subject to closing conditions, including regulatory approvals and approval by the shareholders of each company. If the closing conditions are not satisfied or waived, either timely or at all, the merger will be delayed or will not be completed, which could cause us not to realize some or all of the anticipated benefits of the merger.
|
•
|
The market price of our common stock may reflect an assumption that the pending merger will occur and on a timely basis, and the failure to do so may result in a decline in the market price of our common stock.
|
•
|
Combining the two companies may prove to be more difficult, costly and time consuming than expected, which could cause us not to realize some or all of the anticipated benefits and cost savings from the merger.
|
•
|
In connection with the merger, the combined company will have significant outstanding indebtedness, including each company’s currently outstanding indebtedness, which could adversely affect us, including by potentially lowering our credit ratings or decreasing our business flexibility, particularly if we are not able to realize some or all of the anticipated benefits and cost savings from the merger.
|
•
|
The merger will involve substantial non-recurring costs, including transaction costs, regulatory costs and integration costs, such as facilities, systems and employment-related costs, and we may incur additional unanticipated costs that may be significant. Although we expect the elimination of duplicative costs and other cost synergies from operational and functional efficiencies following integration of the two companies to exceed integration costs over time, we may not be able to achieve this result as quickly as anticipated or at all, particularly if we are not able to realize some or all of the anticipated benefits and cost savings from the merger.
|
•
|
The merger may not be as accretive to our earnings or cash flows as we expect, either as quickly or at all, and actually may be dilutive to our earnings or cash flows, particularly if we are not able to realize some or all of the anticipated benefits and cost savings from the merger.
|
•
|
Sales of our common stock by our shareholders, including shareholders of L3 who receive shares of our common stock as a result of the merger, may result in a decline in the market price of our common stock.
|
•
|
Lawsuits may be filed challenging the merger, and an adverse ruling in such lawsuits may cause the merger to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the merger.
|
•
|
Uncertainties associated with the merger may adversely affect our ability and L3’s ability to attract and retain management and other key employees during the pendency of the merger and the integration period, which could adversely affect our business and operations and L3’s business and operations, which could cause us not to realize some or all of the anticipated benefits of the merger.
|
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
|
|
|
|
|
|
|
|
|||||||
(June 30, 2018-July 27, 2018)
|
|
|
|
|
|
|
|
|||||||
Repurchase program
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
701,284,313
|
|
||
Employee transactions
(2)
|
1,517
|
|
|
$
|
147.51
|
|
|
—
|
|
|
—
|
|
||
Month No. 2
|
|
|
|
|
|
|
|
|||||||
(July 28, 2018-August 24, 2018)
|
|
|
|
|
|
|
|
|||||||
Repurchase program
(1)
|
1,219,750
|
|
|
$
|
163.97
|
|
|
1,219,750
|
|
|
$
|
501,279,637
|
|
|
Employee transactions
(2)
|
108,276
|
|
|
$
|
163.23
|
|
|
—
|
|
|
—
|
|
||
Month No. 3
|
|
|
|
|
|
|
|
|||||||
(August 25, 2018-September 28, 2018)
|
|
|
|
|
|
|
|
|||||||
Repurchase program
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
501,279,637
|
|
||
Employee transactions
(2)
|
19,865
|
|
|
$
|
165.58
|
|
|
—
|
|
|
—
|
|
||
Total
|
1,349,408
|
|
|
|
|
1,219,750
|
|
|
$
|
501,279,637
|
|
|||
|
|
|
|
|
|
|
|
|
*
|
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 28, 2018
,
$501,279,637
(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)
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
HARRIS CORPORATION
|
||
|
|
|
|
(Registrant)
|
||
|
|
|
|
|||
Date: October 26, 2018
|
|
|
|
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 28,
2018 |
|
September 29,
2017 |
|
June 29,
2018 |
|
June 30,
2017 |
|
July 1,
2016 |
|
July 3,
2015 |
|
June 27,
2014 |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(In millions, except ratios)
|
||||||||||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income from continuing operations
|
$
|
216
|
|
|
$
|
165
|
|
|
$
|
702
|
|
|
$
|
628
|
|
|
$
|
611
|
|
|
$
|
287
|
|
|
$
|
440
|
|
Plus: Income taxes
|
41
|
|
|
63
|
|
|
206
|
|
|
261
|
|
|
273
|
|
|
109
|
|
|
202
|
|
|||||||
Fixed charges
|
47
|
|
|
43
|
|
|
181
|
|
|
179
|
|
|
188
|
|
|
135
|
|
|
99
|
|
|||||||
Amortization of capitalized interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
Less: Interest capitalized during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||||
|
$
|
304
|
|
|
$
|
271
|
|
|
$
|
1,089
|
|
|
$
|
1,068
|
|
|
$
|
1,073
|
|
|
$
|
529
|
|
|
$
|
739
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
44
|
|
|
$
|
41
|
|
|
$
|
170
|
|
|
$
|
172
|
|
|
$
|
183
|
|
|
$
|
130
|
|
|
$
|
94
|
|
Plus: Interest capitalized during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||||
Interest portion of rental expense
|
3
|
|
|
2
|
|
|
11
|
|
|
7
|
|
|
5
|
|
|
3
|
|
|
3
|
|
|||||||
|
$
|
47
|
|
|
$
|
43
|
|
|
$
|
181
|
|
|
$
|
179
|
|
|
$
|
188
|
|
|
$
|
135
|
|
|
$
|
99
|
|
Ratio of Earnings to Fixed Charges
|
6.47
|
|
|
6.30
|
|
|
6.02
|
|
|
5.97
|
|
|
5.71
|
|
|
3.92
|
|
|
7.46
|
|
Form S-3 ASR
|
|
No. 333-213408
|
|
Harris Corporation Debt and Equity Securities
|
Form S-8
|
|
No. 333-222821
|
|
Harris Corporation Retirement Plan
|
Form S-8
|
|
No. 333-192735
|
|
Harris Corporation Retirement Plan
|
Form S-8
|
|
No. 333-163647
|
|
Harris Corporation Retirement Plan
|
Form S-8
|
|
No. 333-75114
|
|
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 28, 2018
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 26, 2018
|
|
|
|
/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 28, 2018
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 26, 2018
|
|
|
|
/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 26, 2018
|
|
|
|
/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 26, 2018
|
|
|
|
/s/ Rahul Ghai
|
||
|
|
|
|
Name:
|
|
Rahul Ghai
|
|
|
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|