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Delaware
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1-3863
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34-0276860
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(State or other jurisdiction
of incorporation)
|
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1025 West NASA Blvd., Melbourne, Florida
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32919
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(Address of principal executive offices)
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(Zip Code)
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No change
|
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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|
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
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•
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Part II, Item 6. Selected Financial Data;
|
•
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Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
;
|
•
|
Part II, Item 8. Financial Statements and Supplementary Data; and
|
•
|
Part IV, Item 15(2), Schedule II
—
Valuation and Qualifying Accounts.
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HARRIS CORPORATION
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|
||
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By:
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/s/ Rahul Ghai
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Name:
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Rahul Ghai
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Title:
|
Senior Vice President, Chief Financial Officer
|
|
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Form S-3 ASR
|
|
No. 333-213408
|
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Harris Corporation Debt and Equity Securities
|
Form S-8
|
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No. 333-222821
|
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Harris Corporation Retirement Plan
|
Form S-8
|
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No. 333-192735
|
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Harris Corporation Retirement Plan
|
Form S-8
|
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No. 333-163647
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Harris Corporation Retirement Plan
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Form S-8
|
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No. 333-75114
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Harris Corporation Retirement Plan
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Form S-8
|
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No. 333-130124
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Harris Corporation 2005 Equity Incentive Plan
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Form S-8
|
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No. 333-207774
|
|
Harris Corporation 2015 Equity Incentive Plan
|
•
|
Part II, Item 6. Selected Financial Data;
|
•
|
Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
;
|
•
|
Part II, Item 8. Financial Statements and Supplementary Data; and
|
•
|
Part IV, Item 15(2), Schedule II
—
Valuation and Qualifying Accounts.
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
|
Fiscal Years Ended
|
||||||||||||||||||
|
2018
(1)
|
|
2017
(2)
|
|
2016
(3)
|
|
2015
(4)
|
|
2014
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from product sales and services
|
$
|
6,168
|
|
|
$
|
5,897
|
|
|
$
|
5,992
|
|
|
$
|
3,885
|
|
|
$
|
3,622
|
|
Cost of product sales and services
(5)
|
4,066
|
|
|
3,854
|
|
|
3,832
|
|
|
2,304
|
|
|
2,118
|
|
|||||
Interest expense
|
170
|
|
|
172
|
|
|
183
|
|
|
130
|
|
|
94
|
|
|||||
Income from continuing operations before income taxes
|
908
|
|
|
889
|
|
|
884
|
|
|
396
|
|
|
642
|
|
|||||
Income taxes
|
206
|
|
|
261
|
|
|
273
|
|
|
109
|
|
|
202
|
|
|||||
Income from continuing operations
|
702
|
|
|
628
|
|
|
611
|
|
|
287
|
|
|
440
|
|
|||||
Discontinued operations, net of income taxes
|
(3
|
)
|
|
(85
|
)
|
|
(287
|
)
|
|
47
|
|
|
94
|
|
|||||
Net income
|
699
|
|
|
543
|
|
|
324
|
|
|
334
|
|
|
534
|
|
|||||
Noncontrolling interests, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net income attributable to Harris Corporation
|
699
|
|
|
543
|
|
|
324
|
|
|
334
|
|
|
535
|
|
|||||
Average shares outstanding (diluted)
|
121.1
|
|
|
124.3
|
|
|
125.0
|
|
|
106.8
|
|
|
107.3
|
|
|||||
Per Share Data (Diluted):
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
5.78
|
|
|
$
|
5.04
|
|
|
$
|
4.87
|
|
|
$
|
2.67
|
|
|
$
|
4.08
|
|
Income (loss) from discontinued operations, net of income taxes
|
(0.02
|
)
|
|
(0.68
|
)
|
|
(2.28
|
)
|
|
0.44
|
|
|
0.87
|
|
|||||
Net income
|
5.76
|
|
|
4.36
|
|
|
2.59
|
|
|
3.11
|
|
|
4.95
|
|
|||||
Cash dividends
|
2.28
|
|
|
2.12
|
|
|
2.00
|
|
|
1.88
|
|
|
1.68
|
|
|||||
Financial Position at Fiscal Year-End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net working capital
(6)
|
$
|
374
|
|
|
$
|
105
|
|
|
$
|
643
|
|
|
$
|
909
|
|
|
$
|
877
|
|
Net property, plant and equipment
|
900
|
|
|
904
|
|
|
924
|
|
|
1,031
|
|
|
576
|
|
|||||
Long-term debt, net
|
3,408
|
|
|
3,396
|
|
|
4,120
|
|
|
5,053
|
|
|
1,564
|
|
|||||
Total assets
|
9,851
|
|
|
10,112
|
|
|
12,009
|
|
|
13,127
|
|
|
4,919
|
|
|||||
Equity
|
3,278
|
|
|
2,903
|
|
|
3,057
|
|
|
3,402
|
|
|
1,825
|
|
|||||
Book value per share
|
27.71
|
|
|
24.27
|
|
|
24.53
|
|
|
27.51
|
|
|
17.30
|
|
(1)
|
Results for fiscal 2018 included: (i)
$47 million
of
charges related to our decision to transition and exit a commercial air-to-ground LTE radio communications line of business and other items
; (ii)
$27 million
of
losses and other costs related to debt refinancing
; (iii)
$20 million
of
charges related to non-cash adjustments for deferred compensation and the impact of tax reform
; and (iv) a
$5 million
charge related to consolidation of certain Exelis facilities initiated in fiscal 2017
. The net after-tax impact from these fiscal 2018 items was
$74 million
or
$.60
per diluted common share.
|
(2)
|
Results for fiscal 2017 included a
$51 million
after-tax (
$.41
per diluted common share) charge for Exelis acquisition-related and other items.
|
(3)
|
Results for fiscal 2016 included: (i)
$121 million
for integration and other costs associated with our acquisition of Exelis in the fourth quarter of fiscal 2015, including
$11 million
for amortization of a step-up in inventory; (ii) a net liability reduction of
$101 million
for certain post-employment benefit
|
(4)
|
Results for fiscal 2015 included results of Exelis following the close of the acquisition on May 29, 2015 and a $205 million after-tax ($1.91 per diluted share) charge for transaction, financing, integration, restructuring and other costs, primarily related to our acquisition of Exelis.
|
(5)
|
“Cost of products sales and services” from prior years have been adjusted to conform to current-year classifications.
Reclassifications include certain human resources, information technology (“IT”), direct selling and bid and proposal costs that were previously included as “Cost of product sales and services” line items and are now reflected in the “Engineering, selling and administrative expenses” line item in our Consolidated Statement of Income
.
|
(6)
|
Net working capital decreased in fiscal 2017 compared with fiscal 2016 primarily due to a $172 million increase in current portion of long-term debt and a $161 million decrease associated with net working capital of discontinued operations.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
•
|
Business Considerations
— a general description of our business; the value drivers of our business; fiscal
2018
results of operations and liquidity and capital resources key indicators; and industry-wide opportunities, challenges and risks that are relevant to us in defense, government and commercial markets.
|
•
|
Operations Review
— an analysis of our consolidated results of operations and of 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 three years presented in our financial statements.
|
•
|
Liquidity, Capital Resources and Financial Strategies
— an analysis of cash flows, funding of pension plans, common stock repurchases, dividends, capital structure and resources, contractual obligations, off-balance sheet arrangements, commercial commitments, financial risk management, impact of foreign exchange and impact of inflation.
|
•
|
Critical Accounting Policies and Estimates
— a discussion of accounting policies and estimates that require the most judgment and a discussion of accounting pronouncements that have been issued but not yet implemented by 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.
|
•
|
Accelerating revenue growth across all three business segments;
|
•
|
Driving flawless execution while expanding margins through operational excellence; and
|
•
|
Sustaining cash flow with shareholder friendly capital deployment.
|
•
|
Revenue
increased
5 percent
to
$6.2 billion
in fiscal
2018
from
$5.9 billion
in fiscal
2017
;
|
•
|
Income from continuing operations
increased
12 percent
to
$702 million
in fiscal
2018
from
$628 million
in fiscal
2017
;
|
•
|
Income from continuing operations as a percentage of revenue in fiscal
2018
was comparable with fiscal
2017
at
11 percent
; and
|
•
|
Income from continuing operations per diluted common share
increased
15 percent
to
$5.78
in fiscal
2018
from
$5.04
in fiscal
2017
, reflecting both the
increase
in income from continuing operations as noted above and fewer diluted common shares outstanding due to repurchases of shares of common stock under our repurchase program during fiscal
2018
.
|
•
|
Net cash provided by operating activities
increased
to
$751 million
in fiscal
2018
from
$569 million
in fiscal
2017
;
|
•
|
Return on invested capital (defined as after-tax operating income from continuing operations divided by the two-point average of invested capital at the beginning and end of the fiscal year, where invested capital equals equity plus debt, less cash and cash equivalents) increased to
11 percent
in fiscal
2018
from
9 percent
in fiscal
2017
;
|
•
|
Return on average equity (defined as income from continuing operations divided by the two-point average of equity at the beginning and end of the fiscal year) increased to
23 percent
in fiscal
2018
from
21 percent
in fiscal
2017
;
|
•
|
Our consolidated total indebtedness to total capital ratio at
June 29, 2018
was
54 percent
, compared with our 65 percent covenant limitation under our senior unsecured revolving credit facility; and
|
•
|
Our net unfunded defined benefit plans liability
decreased
$0.6 billion
in fiscal
2018
to
$0.7 billion
at
June 29, 2018
compared with
$1.3 billion
at
June 30, 2017
.
|
|
Fiscal Years Ended
|
|||||||||
|
2018
|
|
2017
|
|
2018/2017
Percent Increase/ (Decrease) |
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions, except per share amounts)
|
|||||||||
Revenue:
|
|
|
|
|
|
|||||
Communication Systems
|
$
|
1,904
|
|
|
$
|
1,754
|
|
|
9
|
%
|
Electronic Systems
|
2,365
|
|
|
2,245
|
|
|
5
|
%
|
||
Space and Intelligence Systems
|
1,913
|
|
|
1,904
|
|
|
—
|
|
||
Corporate eliminations
|
(14
|
)
|
|
(6
|
)
|
|
*
|
|
||
Total revenue
|
6,168
|
|
|
5,897
|
|
|
5
|
%
|
||
Cost of product sales and services:
|
|
|
|
|
|
|||||
Cost of product sales
|
(3,239
|
)
|
|
(3,058
|
)
|
|
6
|
%
|
||
% of revenue from product sales
|
64
|
%
|
|
66
|
%
|
|
|
|||
Cost of services
|
(827
|
)
|
|
(796
|
)
|
|
4
|
%
|
||
% of revenue from services
|
73
|
%
|
|
65
|
%
|
|
|
|||
Total cost of product sales and services
|
(4,066
|
)
|
|
(3,854
|
)
|
|
6
|
%
|
||
% of total revenue
|
66
|
%
|
|
65
|
%
|
|
|
|||
Gross margin
|
2,102
|
|
|
2,043
|
|
|
3
|
%
|
||
% of total revenue
|
34
|
%
|
|
35
|
%
|
|
|
|||
Engineering, selling and administrative expenses
|
(1,182
|
)
|
|
(1,150
|
)
|
|
3
|
%
|
||
% of total revenue
|
19
|
%
|
|
20
|
%
|
|
|
|||
Non-operating income
|
156
|
|
|
166
|
|
|
(6
|
)%
|
||
Net interest expense
|
(168
|
)
|
|
(170
|
)
|
|
(1
|
)%
|
||
Income from continuing operations before income taxes
|
908
|
|
|
889
|
|
|
2
|
%
|
||
Income taxes
|
(206
|
)
|
|
(261
|
)
|
|
(21
|
)%
|
||
Effective tax rate
|
23
|
%
|
|
29
|
%
|
|
|
|||
Income from continuing operations
|
$
|
702
|
|
|
$
|
628
|
|
|
12
|
%
|
% of total revenue
|
11
|
%
|
|
11
|
%
|
|
|
|||
Income from continuing operations per diluted common share
|
$
|
5.78
|
|
|
$
|
5.04
|
|
|
15
|
%
|
•
|
The enactment of a lower U.S. statutory corporate income tax rate in fiscal 2018;
|
•
|
Additional research credits claimed on our fiscal 2017 tax return compared with our recorded estimates at the end of fiscal 2017; and
|
•
|
The favorable impact of releasing provisions for uncertain tax positions.
|
•
|
The favorable impact of excess tax benefits related to equity-based compensation;
|
•
|
Several differences between U.S. generally accepted accounting principles (“GAAP”) and tax accounting related to investments; and
|
•
|
Additional deductions and additional research credits claimed on our fiscal 2016 tax return compared with our recorded estimates at the end of fiscal 2016.
|
|
2018
|
|
2017
|
|
2018/2017
Percent Increase/ (Decrease) |
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
1,904
|
|
|
$
|
1,754
|
|
|
9
|
%
|
Cost of product sales and services
|
(982
|
)
|
|
(882
|
)
|
|
11
|
%
|
||
Gross margin
|
922
|
|
|
872
|
|
|
6
|
%
|
||
% of revenue
|
48
|
%
|
|
50
|
%
|
|
|
|||
ESA expenses
|
(356
|
)
|
|
(358
|
)
|
|
(1
|
%)
|
||
% of revenue
|
19
|
%
|
|
20
|
%
|
|
|
|||
Segment operating income
|
$
|
566
|
|
|
$
|
514
|
|
|
10
|
%
|
% of revenue
|
30
|
%
|
|
29
|
%
|
|
|
|
2018
|
|
2017
|
|
2018/2017
Percent Increase/ (Decrease) |
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
2,365
|
|
|
$
|
2,245
|
|
|
5
|
%
|
Cost of product sales and services
|
(1,652
|
)
|
|
(1,530
|
)
|
|
8
|
%
|
||
Gross margin
|
713
|
|
|
715
|
|
|
—
|
|
||
% of revenue
|
30
|
%
|
|
32
|
%
|
|
|
|||
ESA expenses
|
(281
|
)
|
|
(258
|
)
|
|
9
|
%
|
||
% of revenue
|
12
|
%
|
|
11
|
%
|
|
|
|||
Segment operating income
|
$
|
432
|
|
|
$
|
457
|
|
|
(5
|
)%
|
% of revenue
|
18
|
%
|
|
20
|
%
|
|
|
|
2018
|
|
2017
|
|
2018/2017
Percent Increase/ (Decrease) |
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Revenue
|
$
|
1,913
|
|
|
$
|
1,904
|
|
|
—
|
|
Cost of product sales and services
|
(1,299
|
)
|
|
(1,316
|
)
|
|
(1
|
)%
|
||
Gross margin
|
614
|
|
|
588
|
|
|
4
|
%
|
||
% of revenue
|
32
|
%
|
|
31
|
%
|
|
|
|||
ESA expenses
|
(283
|
)
|
|
(274
|
)
|
|
3
|
%
|
||
% of revenue
|
15
|
%
|
|
14
|
%
|
|
|
|||
Segment operating income
|
$
|
331
|
|
|
$
|
314
|
|
|
5
|
%
|
% of revenue
|
17
|
%
|
|
16
|
%
|
|
|
|
2018
|
|
2017
|
|
2018/2017
Percent Increase/ (Decrease) |
|||||
|
|
|
|
|
|
|||||
|
(Dollars in millions)
|
|||||||||
Unallocated corporate expense and corporate eliminations
|
$
|
124
|
|
|
$
|
119
|
|
|
4
|
%
|
Amortization of intangible assets from Exelis Inc. acquisition
|
101
|
|
|
109
|
|
|
(7
|
%)
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(Dollars in millions)
|
||||||
Net cash provided by operating activities
|
$
|
751
|
|
|
$
|
569
|
|
Net cash provided by (used in) investing activities
|
(141
|
)
|
|
870
|
|
||
Net cash used in financing activities
|
(805
|
)
|
|
(1,438
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
(4
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(196
|
)
|
|
(3
|
)
|
||
Cash and cash equivalents, beginning of year
|
484
|
|
|
487
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of year
|
$
|
288
|
|
|
$
|
484
|
|
•
|
$751 million
of net cash provided by operating activities, reflecting the impact of a $300 million voluntary pension contribution; and
|
•
|
$34 million
of proceeds from exercises of employee stock options; more than offset by
|
•
|
$272 million
used to pay cash dividends;
|
•
|
$272 million
used to repurchase shares of our common stock;
|
•
|
$271 million
used for net repayments of borrowings, including:
|
◦
|
$850 million
in proceeds from the issuance of our 4.40% Notes due June 15, 2028,
|
◦
|
$300 million
in proceeds from the issuance of our Floating Rate Notes due February 27, 2019,
|
◦
|
$250 million
in proceeds from the issuance of our Floating Rate Notes due April 30, 2020,
|
◦
|
$500 million
used for repayment at maturity of the entire outstanding aggregate principal amount of our 1.999% Notes due April 27, 2018,
|
◦
|
$415 million
used for the optional redemption of our 4.40% Notes due December 15, 2020,
|
◦
|
$429 million
used for the optional redemption of our 5.55% Notes due October 1, 2021,
|
◦
|
$269 million
used for repayment of our remaining outstanding indebtedness under the 5-year tranche of our variable-rate term loans due May 29, 2020, and
|
◦
|
$36 million
used for repayment of our remaining outstanding indebtedness under the 3-year tranche of our variable-rate term loans due May 29, 2018;
|
•
|
$136 million
used for net additions of property, plant and equipment; and
|
•
|
$24 million
used in other financing activities.
|
|
|
|
|
Obligations Due by Fiscal Year
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Total
|
|
2019
|
|
2020
and
2021
|
|
2022
and
2023
|
|
After
2023
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Long-term debt
|
$
|
3,740
|
|
|
$
|
305
|
|
|
$
|
658
|
|
|
$
|
1
|
|
|
$
|
2,776
|
|
|
Purchase obligations
(1)
|
1,224
|
|
|
932
|
|
|
259
|
|
|
32
|
|
|
1
|
|
||||||
Operating lease commitments
|
280
|
|
|
58
|
|
|
100
|
|
|
68
|
|
|
54
|
|
||||||
Interest on long-term debt
|
2,058
|
|
|
157
|
|
|
280
|
|
|
264
|
|
|
1,357
|
|
||||||
Minimum pension contributions
(2)
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total contractual cash obligations
(3)
|
$
|
7,303
|
|
|
$
|
1,453
|
|
|
$
|
1,297
|
|
|
$
|
365
|
|
|
$
|
4,188
|
|
•
|
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 R&D services with the registrant.
|
|
|
|
Expiration of Commitments
by Fiscal Year
|
||||||||||||||||
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Surety bonds used for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Bids
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Performance
|
425
|
|
|
339
|
|
|
75
|
|
|
11
|
|
|
—
|
|
|||||
|
431
|
|
|
344
|
|
|
76
|
|
|
11
|
|
|
—
|
|
|||||
Standby letters of credit used for:
|
|
|
|
|
|
|
|
|
|
||||||||||
Down payments
|
124
|
|
|
108
|
|
|
6
|
|
|
—
|
|
|
10
|
|
|||||
Performance
|
155
|
|
|
109
|
|
|
4
|
|
|
2
|
|
|
40
|
|
|||||
Warranty
|
18
|
|
|
16
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
|
297
|
|
|
233
|
|
|
11
|
|
|
2
|
|
|
51
|
|
|||||
Total commitments
|
$
|
728
|
|
|
$
|
577
|
|
|
$
|
87
|
|
|
$
|
13
|
|
|
$
|
51
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Favorable adjustments
|
$
|
127
|
|
|
$
|
117
|
|
Unfavorable adjustments
|
(146
|
)
|
|
(118
|
)
|
||
Net operating income adjustments
|
$
|
(19
|
)
|
|
$
|
(1
|
)
|
Obligation assumptions as of:
|
June 29, 2018
|
|
June 30, 2017
|
Discount rate
|
4.05%
|
|
3.76%
|
Rate of future compensation increase
|
2.76%
|
|
2.76%
|
|
|
|
|
Cost assumptions for fiscal years:
|
2018
|
|
2017
|
Discount rate to determine service cost
|
3.48%
|
|
3.80%
|
Discount rate to determine interest cost
|
3.28%
|
|
2.94%
|
Expected return on plan assets
|
7.66%
|
|
7.65%
|
Rate of future compensation increase
|
2.76%
|
|
2.75%
|
|
Increase/(Decrease)
in Pension Expense |
||||||
|
25 Basis
Point Increase |
|
25 Basis
Point Decrease |
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Long-term rate of return on assets used to determine net periodic benefit cost
|
$
|
(12.3
|
)
|
|
$
|
12.2
|
|
Discount rate used to determine net periodic benefit cost
|
$
|
7.4
|
|
|
$
|
(7.8
|
)
|
•
|
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, 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.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
Page
|
Consolidated Statement of Income — Fiscal Years ended June 29, 2018 and June 30, 2017
|
|
Consolidated Statement of Comprehensive Income — Fiscal Years ended June 29, 2018 and June 30, 2017
|
|
Consolidated Balance Sheet — Ju
ne 29, 2018 and June 30, 2017
|
|
Consolidated Statement of Cash Flows — Fiscal Years ended Ju
ne 29, 2018 and June 30, 2017
|
|
Consolidated Statement of Equity — Fiscal Years ended Ju
ne 29, 2018 and June 30, 2017
|
|
Schedule II — Valuation and Qualifying Accounts — Fiscal Years ended Ju
ne 29, 2018 and June 30, 2017
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions, except per share amounts)
|
||||||
Revenue from product sales and services
|
|
|
|
||||
Revenue from product sales
|
$
|
5,038
|
|
|
$
|
4,667
|
|
Revenue from services
|
1,130
|
|
|
1,230
|
|
||
|
6,168
|
|
|
5,897
|
|
||
Cost of product sales and services
|
|
|
|
||||
Cost of product sales
|
(3,239
|
)
|
|
(3,058
|
)
|
||
Cost of services
|
(827
|
)
|
|
(796
|
)
|
||
|
(4,066
|
)
|
|
(3,854
|
)
|
||
Engineering, selling and administrative expenses
|
(1,182
|
)
|
|
(1,150
|
)
|
||
Non-operating income
|
156
|
|
|
166
|
|
||
Interest income
|
2
|
|
|
2
|
|
||
Interest expense
|
(170
|
)
|
|
(172
|
)
|
||
Income from continuing operations before income taxes
|
908
|
|
|
889
|
|
||
Income taxes
|
(206
|
)
|
|
(261
|
)
|
||
Income from continuing operations
|
702
|
|
|
628
|
|
||
Discontinued operations, net of income taxes
|
(3
|
)
|
|
(85
|
)
|
||
Net income
|
$
|
699
|
|
|
$
|
543
|
|
Net income per common share
|
|
|
|
||||
Basic
|
|
|
|
||||
Continuing operations
|
$
|
5.90
|
|
|
$
|
5.11
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.69
|
)
|
||
|
$
|
5.88
|
|
|
$
|
4.42
|
|
Diluted
|
|
|
|
||||
Continuing operations
|
$
|
5.78
|
|
|
$
|
5.04
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.68
|
)
|
||
|
$
|
5.76
|
|
|
$
|
4.36
|
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Net income
|
$
|
699
|
|
|
$
|
543
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation gain (loss), net of income taxes
|
15
|
|
|
(34
|
)
|
||
Net unrealized gain on hedging derivatives, net of income taxes
|
1
|
|
|
1
|
|
||
Net unrecognized gain on postretirement obligations, net of income taxes
|
93
|
|
|
200
|
|
||
Other comprehensive income, net of income taxes
|
109
|
|
|
167
|
|
||
Total comprehensive income
|
$
|
808
|
|
|
$
|
710
|
|
|
June 29,
2018 |
|
June 30,
2017 |
||||
|
|
|
|
||||
|
(In millions, except shares)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
288
|
|
|
$
|
484
|
|
Receivables
|
466
|
|
|
365
|
|
||
Contract assets
|
782
|
|
|
706
|
|
||
Inventories
|
411
|
|
|
392
|
|
||
Income taxes receivable
|
174
|
|
|
24
|
|
||
Other current assets
|
103
|
|
|
101
|
|
||
Total current assets
|
2,224
|
|
|
2,072
|
|
||
Non-current Assets
|
|
|
|
||||
Property, plant and equipment
|
900
|
|
|
904
|
|
||
Goodwill
|
5,372
|
|
|
5,366
|
|
||
Other intangible assets
|
989
|
|
|
1,104
|
|
||
Non-current deferred income taxes
|
119
|
|
|
424
|
|
||
Other non-current assets
|
247
|
|
|
242
|
|
||
Total non-current assets
|
7,627
|
|
|
8,040
|
|
||
|
$
|
9,851
|
|
|
$
|
10,112
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt
|
$
|
78
|
|
|
$
|
80
|
|
Accounts payable
|
622
|
|
|
540
|
|
||
Contract liabilities
|
372
|
|
|
291
|
|
||
Compensation and benefits
|
142
|
|
|
140
|
|
||
Other accrued items
|
317
|
|
|
332
|
|
||
Income taxes payable
|
15
|
|
|
30
|
|
||
Current portion of long-term debt, net
|
304
|
|
|
554
|
|
||
Total current liabilities
|
1,850
|
|
|
1,967
|
|
||
Non-current Liabilities
|
|
|
|
||||
Defined benefit plans
|
714
|
|
|
1,278
|
|
||
Long-term debt, net
|
3,408
|
|
|
3,396
|
|
||
Non-current deferred income taxes
|
79
|
|
|
34
|
|
||
Other long-term liabilities
|
522
|
|
|
534
|
|
||
Total non-current liabilities
|
4,723
|
|
|
5,242
|
|
||
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 118,280,120 shares at June 29, 2018 and 119,628,884 shares at June 30, 2017
|
118
|
|
|
120
|
|
||
Other capital
|
1,714
|
|
|
1,741
|
|
||
Retained earnings
|
1,648
|
|
|
1,318
|
|
||
Accumulated other comprehensive loss
|
(202
|
)
|
|
(276
|
)
|
||
Total shareholders’ equity
|
3,278
|
|
|
2,903
|
|
||
|
$
|
9,851
|
|
|
$
|
10,112
|
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
699
|
|
|
$
|
543
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of acquisition-related intangibles
|
117
|
|
|
151
|
|
||
Depreciation and other amortization
|
142
|
|
|
160
|
|
||
Share-based compensation
|
82
|
|
|
42
|
|
||
Qualified pension plan contributions
|
(301
|
)
|
|
(589
|
)
|
||
Pension income
|
(135
|
)
|
|
(97
|
)
|
||
Impairment of goodwill and other assets
|
—
|
|
|
240
|
|
||
Loss on sales of businesses, net
|
—
|
|
|
14
|
|
||
Loss on extinguishment of debt
|
24
|
|
|
—
|
|
||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
(101
|
)
|
|
24
|
|
||
Contract assets
|
(76
|
)
|
|
156
|
|
||
Inventories
|
(19
|
)
|
|
(32
|
)
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
82
|
|
|
18
|
|
||
Contract liabilities
|
81
|
|
|
(31
|
)
|
||
Income taxes
|
202
|
|
|
111
|
|
||
Other
|
(46
|
)
|
|
(141
|
)
|
||
Net cash provided by operating activities
|
751
|
|
|
569
|
|
||
Investing Activities
|
|
|
|
||||
Net additions of property, plant and equipment
|
(136
|
)
|
|
(119
|
)
|
||
Proceeds from sales of businesses, net
|
—
|
|
|
1,014
|
|
||
Adjustment to proceeds from sales of businesses, net
|
(2
|
)
|
|
(25
|
)
|
||
Other investing activities
|
(3
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
(141
|
)
|
|
870
|
|
||
Financing Activities
|
|
|
|
||||
Net proceeds from borrowings
|
1,387
|
|
|
85
|
|
||
Repayments of borrowings
|
(1,658
|
)
|
|
(584
|
)
|
||
Proceeds from exercises of employee stock options
|
34
|
|
|
54
|
|
||
Repurchases of common stock
|
(272
|
)
|
|
(710
|
)
|
||
Cash dividends
|
(272
|
)
|
|
(262
|
)
|
||
Other financing activities
|
(24
|
)
|
|
(21
|
)
|
||
Net cash used in financing activities
|
(805
|
)
|
|
(1,438
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
(4
|
)
|
||
Net decrease in cash and cash equivalents
|
(196
|
)
|
|
(3
|
)
|
||
Cash and cash equivalents, beginning of year
|
484
|
|
|
487
|
|
||
Cash and cash equivalents, end of year
|
$
|
288
|
|
|
$
|
484
|
|
|
Common
Stock
|
|
Other
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||||||
Balance at July 1, 2016 — As Reported
|
$
|
125
|
|
|
$
|
2,096
|
|
|
$
|
1,330
|
|
|
$
|
(495
|
)
|
|
$
|
1
|
|
|
$
|
3,057
|
|
Cumulative effect of adopting ASC 606
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
543
|
|
|
—
|
|
|
—
|
|
|
543
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
||||||
Net accumulated foreign currency loss reclassified to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
||||||
Shares issued under stock incentive plans
|
1
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Share-based compensation expense
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
Repurchases and retirement of common stock
|
(6
|
)
|
|
(410
|
)
|
|
(278
|
)
|
|
—
|
|
|
—
|
|
|
(694
|
)
|
||||||
Forward contract component of accelerated share repurchase
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
||||||
Cash dividends ($2.12 per share)
|
—
|
|
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
||||||
Other activity related to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Balance at June 30, 2017
|
120
|
|
|
1,741
|
|
|
1,318
|
|
|
(276
|
)
|
|
—
|
|
|
2,903
|
|
||||||
Reclassifications due to adoption of accounting standards updates
|
—
|
|
|
—
|
|
|
35
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
699
|
|
|
—
|
|
|
—
|
|
|
699
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
||||||
Shares issued under stock incentive plans
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Shares issued under defined contribution plans
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Share-based compensation expense
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||
Repurchases and retirement of common stock
|
(2
|
)
|
|
(178
|
)
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
||||||
Forward contract component of accelerated share repurchase
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||
Cash dividends ($2.28 per share)
|
—
|
|
|
—
|
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
(272
|
)
|
||||||
Balance at June 29, 2018
|
$
|
118
|
|
|
$
|
1,714
|
|
|
$
|
1,648
|
|
|
$
|
(202
|
)
|
|
$
|
—
|
|
|
$
|
3,278
|
|
•
|
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
|
•
|
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.
|
Segment
|
|
Average Warranty Period
|
Communication Systems
|
|
One to five years
|
Electronic Systems
|
|
One to two years
|
Space and Intelligence Systems
|
|
60 days to two years
|
•
|
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.
|
|
Fiscal Year Ended June 29, 2018
|
||||||||||||||
|
As Previously 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
|
|
|
|
|
|
|
|
||||||||
Revenue from product sales
|
$
|
5,062
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
5,038
|
|
Revenue from services
|
1,120
|
|
|
10
|
|
|
—
|
|
|
1,130
|
|
||||
|
6,182
|
|
|
(14
|
)
|
|
—
|
|
|
6,168
|
|
||||
Cost of product sales and services
|
|
|
|
|
|
|
|
||||||||
Cost of product sales
|
(3,106
|
)
|
|
14
|
|
|
(147
|
)
|
|
(3,239
|
)
|
||||
Cost of services
|
(825
|
)
|
|
(2
|
)
|
|
—
|
|
|
(827
|
)
|
||||
|
(3,931
|
)
|
|
12
|
|
|
(147
|
)
|
|
(4,066
|
)
|
||||
Engineering, selling and administrative expenses
|
(1,129
|
)
|
|
(16
|
)
|
|
(37
|
)
|
|
(1,182
|
)
|
||||
Non-operating income (loss)
|
(28
|
)
|
|
—
|
|
|
184
|
|
|
156
|
|
||||
Interest income
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Interest expense
|
(170
|
)
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
||||
Income from continuing operations before income taxes
|
926
|
|
|
(18
|
)
|
|
—
|
|
|
908
|
|
||||
Income taxes
|
(205
|
)
|
|
(1
|
)
|
|
—
|
|
|
(206
|
)
|
||||
Income from continuing operations
|
721
|
|
|
(19
|
)
|
|
—
|
|
|
702
|
|
||||
Discontinued operations, net of income taxes
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Net income
|
$
|
718
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
699
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
6.06
|
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
5.90
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
|
$
|
6.04
|
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
5.88
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
5.94
|
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
5.78
|
|
Discontinued operations
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
|
$
|
5.92
|
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
5.76
|
|
|
Fiscal Year Ended June 29, 2017
|
||||||||||||||
|
As Previously 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
|
|
|
|
|
|
|
|
||||||||
Revenue from product sales
|
$
|
4,667
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,667
|
|
Revenue from services
|
1,233
|
|
|
(3
|
)
|
|
—
|
|
|
1,230
|
|
||||
|
5,900
|
|
|
(3
|
)
|
|
—
|
|
|
5,897
|
|
||||
Cost of product sales and services
|
|
|
|
|
|
|
|
||||||||
Cost of product sales
|
(2,964
|
)
|
|
10
|
|
|
(104
|
)
|
|
(3,058
|
)
|
||||
Cost of services
|
(770
|
)
|
|
2
|
|
|
(28
|
)
|
|
(796
|
)
|
||||
|
(3,734
|
)
|
|
12
|
|
|
(132
|
)
|
|
(3,854
|
)
|
||||
Engineering, selling and administrative expenses
|
(1,093
|
)
|
|
(25
|
)
|
|
(32
|
)
|
|
(1,150
|
)
|
||||
Non-operating income
|
2
|
|
|
—
|
|
|
164
|
|
|
166
|
|
||||
Interest income
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Interest expense
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
||||
Income from continuing operations before income taxes
|
905
|
|
|
(16
|
)
|
|
—
|
|
|
889
|
|
||||
Income taxes
|
(267
|
)
|
|
6
|
|
|
—
|
|
|
(261
|
)
|
||||
Income from continuing operations
|
638
|
|
|
(10
|
)
|
|
—
|
|
|
628
|
|
||||
Discontinued operations, net of income taxes
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
||||
Net income
|
$
|
553
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
543
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
5.19
|
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
5.11
|
|
Discontinued operations
|
(0.69
|
)
|
|
—
|
|
|
—
|
|
|
(0.69
|
)
|
||||
|
$
|
4.50
|
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
4.42
|
|
Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
5.12
|
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
5.04
|
|
Discontinued operations
|
(0.68
|
)
|
|
—
|
|
|
—
|
|
|
(0.68
|
)
|
||||
|
$
|
4.44
|
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
4.36
|
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Effect of Adopting ASC 606
|
|
As Recast
|
|
As Reported
|
|
Effect of adopting ASC 606
|
|
As Recast
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
288
|
|
|
$
|
484
|
|
|
$
|
—
|
|
|
$
|
484
|
|
Receivables
|
735
|
|
|
(269
|
)
|
|
466
|
|
|
623
|
|
|
(258
|
)
|
|
365
|
|
||||||
Contract assets
|
—
|
|
|
782
|
|
|
782
|
|
|
—
|
|
|
706
|
|
|
706
|
|
||||||
Inventories
|
925
|
|
|
(514
|
)
|
|
411
|
|
|
841
|
|
|
(449
|
)
|
|
392
|
|
||||||
Income taxes receivable
|
174
|
|
|
—
|
|
|
174
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||
Other current assets
|
101
|
|
|
2
|
|
|
103
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||||
Total current assets
|
2,223
|
|
|
1
|
|
|
2,224
|
|
|
2,073
|
|
|
(1
|
)
|
|
2,072
|
|
||||||
Non-current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment
|
900
|
|
|
—
|
|
|
900
|
|
|
904
|
|
|
—
|
|
|
904
|
|
||||||
Goodwill
|
5,372
|
|
|
—
|
|
|
5,372
|
|
|
5,366
|
|
|
—
|
|
|
5,366
|
|
||||||
Other intangible assets
|
989
|
|
|
—
|
|
|
989
|
|
|
1,104
|
|
|
—
|
|
|
1,104
|
|
||||||
Non-current deferred income taxes
|
116
|
|
|
3
|
|
|
119
|
|
|
409
|
|
|
15
|
|
|
424
|
|
||||||
Other non-current assets
|
239
|
|
|
8
|
|
|
247
|
|
|
234
|
|
|
8
|
|
|
242
|
|
||||||
Total non-current assets
|
7,616
|
|
|
11
|
|
|
7,627
|
|
|
8,017
|
|
|
23
|
|
|
8,040
|
|
||||||
|
$
|
9,839
|
|
|
$
|
12
|
|
|
$
|
9,851
|
|
|
$
|
10,090
|
|
|
$
|
22
|
|
|
$
|
10,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
80
|
|
Accounts payable
|
622
|
|
|
—
|
|
|
622
|
|
|
540
|
|
|
—
|
|
|
540
|
|
||||||
Advanced payments and unearned income
|
314
|
|
|
(314
|
)
|
|
—
|
|
|
252
|
|
|
(252
|
)
|
|
—
|
|
||||||
Contract liabilities
|
—
|
|
|
372
|
|
|
372
|
|
|
—
|
|
|
291
|
|
|
291
|
|
||||||
Compensation and benefits
|
142
|
|
|
—
|
|
|
142
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||||
Other accrued items
|
313
|
|
|
4
|
|
|
317
|
|
|
329
|
|
|
3
|
|
|
332
|
|
||||||
Income taxes payable
|
15
|
|
|
—
|
|
|
15
|
|
|
31
|
|
|
(1
|
)
|
|
30
|
|
||||||
Current portion of long-term debt, net
|
304
|
|
|
—
|
|
|
304
|
|
|
554
|
|
|
—
|
|
|
554
|
|
||||||
Total current liabilities
|
1,788
|
|
|
62
|
|
|
1,850
|
|
|
1,926
|
|
|
41
|
|
|
1,967
|
|
||||||
Non-current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Defined benefit plans
|
714
|
|
|
—
|
|
|
714
|
|
|
1,278
|
|
|
—
|
|
|
1,278
|
|
||||||
Long-term debt, net
|
3,408
|
|
|
—
|
|
|
3,408
|
|
|
3,396
|
|
|
—
|
|
|
3,396
|
|
||||||
Non-current deferred income taxes
|
90
|
|
|
(11
|
)
|
|
79
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Other long-term liabilities
|
517
|
|
|
5
|
|
|
522
|
|
|
528
|
|
|
6
|
|
|
534
|
|
||||||
Total non-current liabilities
|
4,729
|
|
|
(6
|
)
|
|
4,723
|
|
|
5,236
|
|
|
6
|
|
|
5,242
|
|
||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Common stock
|
118
|
|
|
—
|
|
|
118
|
|
|
120
|
|
|
—
|
|
|
120
|
|
||||||
Other capital
|
1,714
|
|
|
—
|
|
|
1,714
|
|
|
1,741
|
|
|
—
|
|
|
1,741
|
|
||||||
Retained earnings
|
1,692
|
|
|
(44
|
)
|
|
1,648
|
|
|
1,343
|
|
|
(25
|
)
|
|
1,318
|
|
||||||
Accumulated other comprehensive loss
|
(202
|
)
|
|
—
|
|
|
(202
|
)
|
|
(276
|
)
|
|
—
|
|
|
(276
|
)
|
||||||
Total equity
|
3,322
|
|
|
(44
|
)
|
|
3,278
|
|
|
2,928
|
|
|
(25
|
)
|
|
2,903
|
|
||||||
|
$
|
9,839
|
|
|
$
|
12
|
|
|
$
|
9,851
|
|
|
$
|
10,090
|
|
|
$
|
22
|
|
|
$
|
10,112
|
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
|
As Previously Reported
|
|
Effect of Adopting ASC 606
|
|
As Recast
|
|
As Reported
|
|
Effect of Adopting ASC 606
|
|
As Recast
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net income
|
$
|
718
|
|
|
(19
|
)
|
|
$
|
699
|
|
|
$
|
553
|
|
|
$
|
(10
|
)
|
|
$
|
543
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of acquisition-related intangibles
(1)
|
117
|
|
|
—
|
|
|
117
|
|
|
151
|
|
|
—
|
|
|
151
|
|
||||||
Depreciation and other amortization
(1)
|
142
|
|
|
—
|
|
|
142
|
|
|
160
|
|
|
—
|
|
|
160
|
|
||||||
Share-based compensation
|
82
|
|
|
—
|
|
|
82
|
|
|
42
|
|
|
—
|
|
|
42
|
|
||||||
Qualified pension plan contributions
|
(301
|
)
|
|
—
|
|
|
(301
|
)
|
|
(589
|
)
|
|
—
|
|
|
(589
|
)
|
||||||
Pension income
|
(135
|
)
|
|
—
|
|
|
(135
|
)
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Impairment of goodwill and other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
240
|
|
||||||
Loss on sales of businesses, net
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Loss on extinguishment of debt
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable
|
(112
|
)
|
|
11
|
|
|
(101
|
)
|
|
111
|
|
|
(87
|
)
|
|
24
|
|
||||||
Contract assets
|
—
|
|
|
(76
|
)
|
|
(76
|
)
|
|
—
|
|
|
156
|
|
|
156
|
|
||||||
Inventories
|
(84
|
)
|
|
65
|
|
|
(19
|
)
|
|
28
|
|
|
(60
|
)
|
|
(32
|
)
|
||||||
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
82
|
|
|
—
|
|
|
82
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Advanced payments and unearned income
|
63
|
|
|
(63
|
)
|
|
—
|
|
|
(42
|
)
|
|
42
|
|
|
—
|
|
||||||
Contract liabilities
|
—
|
|
|
81
|
|
|
81
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||
Income taxes
|
202
|
|
|
—
|
|
|
202
|
|
|
131
|
|
|
(20
|
)
|
|
111
|
|
||||||
Other
|
(47
|
)
|
|
1
|
|
|
(46
|
)
|
|
(151
|
)
|
|
10
|
|
|
(141
|
)
|
||||||
Net cash provided by operating activities
|
$
|
751
|
|
|
$
|
—
|
|
|
$
|
751
|
|
|
$
|
569
|
|
|
$
|
—
|
|
|
$
|
569
|
|
(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 Consolidated Statement of Cash Flows in our fiscal
Fiscal 2018 Annual Report on Form 10-K
.
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue from product sales and services
|
$
|
—
|
|
|
$
|
1,039
|
|
Cost of product sales and services
|
—
|
|
|
(885
|
)
|
||
Engineering, selling and administrative expenses
|
—
|
|
|
(91
|
)
|
||
Impairment of goodwill and other assets
|
—
|
|
|
(240
|
)
|
||
Non-operating loss, net
(1)
|
(8
|
)
|
|
(7
|
)
|
||
Loss before income taxes
|
(8
|
)
|
|
(184
|
)
|
||
Loss on sale of discontinued operations, net
(2)
|
—
|
|
|
(11
|
)
|
||
Income tax benefit
|
5
|
|
|
110
|
|
||
Discontinued operations, net of income taxes
|
$
|
(3
|
)
|
|
$
|
(85
|
)
|
|
Fiscal Year Ended
|
||
|
2017
|
||
|
|
||
|
(In millions)
|
||
Depreciation and amortization
|
$
|
39
|
|
Capital expenditures
|
4
|
|
|
Significant non-cash items:
|
|
||
Impairment of goodwill and other assets
|
(240
|
)
|
|
Loss on sale of discontinued operations, net
|
(11
|
)
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue from product sales and services
|
$
|
—
|
|
|
$
|
895
|
|
Cost of product sales and services
|
—
|
|
|
(777
|
)
|
||
Engineering, selling and administrative expenses
|
—
|
|
|
(68
|
)
|
||
Impairment of goodwill and other assets
|
—
|
|
|
(240
|
)
|
||
Non-operating loss
|
(4
|
)
|
|
(9
|
)
|
||
Loss before income taxes
|
(4
|
)
|
|
(199
|
)
|
||
Loss on sale of discontinued operation
|
—
|
|
|
(28
|
)
|
||
Income tax benefit
|
5
|
|
|
69
|
|
||
Discontinued operations, net of income taxes
|
$
|
1
|
|
|
$
|
(158
|
)
|
|
Fiscal Years Ended
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue from product sales and services
|
$
|
—
|
|
|
$
|
144
|
|
Cost of product sales and services
|
—
|
|
|
(108
|
)
|
||
Engineering, selling and administrative expenses
|
—
|
|
|
(23
|
)
|
||
Non-operating income (loss)
|
(4
|
)
|
|
4
|
|
||
Income (loss) before income taxes
|
(4
|
)
|
|
17
|
|
||
Gain on sale of discontinued operation
|
—
|
|
|
14
|
|
||
Income tax benefit
|
—
|
|
|
41
|
|
||
Discontinued operations, net of income taxes
|
$
|
(4
|
)
|
|
$
|
72
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Accounts receivable
|
$
|
468
|
|
|
$
|
368
|
|
Less allowances for collection losses
|
(2
|
)
|
|
(3
|
)
|
||
|
$
|
466
|
|
|
$
|
365
|
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Contract assets
|
$
|
782
|
|
|
$
|
706
|
|
Contract liabilities, current
|
(372
|
)
|
|
(291
|
)
|
||
Contract liabilities, noncurrent
(1)
|
(7
|
)
|
|
(10
|
)
|
||
Net contract assets
|
$
|
403
|
|
|
$
|
405
|
|
(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 Consolidated Balance Sheet.
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Unbilled contract receivables, gross
|
$
|
881
|
|
|
$
|
796
|
|
Progress payments
|
(99
|
)
|
|
(90
|
)
|
||
|
$
|
782
|
|
|
$
|
706
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Finished products
|
$
|
91
|
|
|
$
|
96
|
|
Work in process
|
121
|
|
|
101
|
|
||
Raw materials and supplies
|
199
|
|
|
195
|
|
||
|
$
|
411
|
|
|
$
|
392
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Land
|
$
|
43
|
|
|
$
|
43
|
|
Software capitalized for internal use
|
171
|
|
|
155
|
|
||
Buildings
|
620
|
|
|
617
|
|
||
Machinery and equipment
|
1,349
|
|
|
1,256
|
|
||
|
2,183
|
|
|
2,071
|
|
||
Less accumulated depreciation and amortization
|
(1,283
|
)
|
|
(1,167
|
)
|
||
|
$
|
900
|
|
|
$
|
904
|
|
|
|
Communication
Systems |
|
Electronic
Systems |
|
Space and Intelligence
Systems |
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Balance at July 1, 2016
|
$
|
781
|
|
|
$
|
3,093
|
|
|
$
|
1,478
|
|
|
$
|
5,352
|
|
|
Currency translation adjustments
|
2
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||||
Other
|
2
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|||||
Balance at June 30, 2017
|
785
|
|
|
3,104
|
|
|
1,477
|
|
|
5,366
|
|
|||||
Currency translation adjustments
|
—
|
|
|
3
|
|
|
3
|
|
|
6
|
|
|||||
Balance at June 29, 2018
|
$
|
785
|
|
|
$
|
3,107
|
|
|
$
|
1,480
|
|
|
$
|
5,372
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Customer relationships
|
$
|
1,206
|
|
|
$
|
327
|
|
|
$
|
879
|
|
|
$
|
1,205
|
|
|
$
|
233
|
|
|
$
|
972
|
|
Developed technologies
|
208
|
|
|
119
|
|
|
89
|
|
|
208
|
|
|
101
|
|
|
107
|
|
||||||
Trade names
|
43
|
|
|
22
|
|
|
21
|
|
|
58
|
|
|
34
|
|
|
24
|
|
||||||
Other
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
||||||
Total intangible assets
|
$
|
1,459
|
|
|
$
|
470
|
|
|
$
|
989
|
|
|
$
|
1,473
|
|
|
$
|
369
|
|
|
$
|
1,104
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Balance at beginning of fiscal year
|
$
|
26
|
|
|
$
|
32
|
|
Warranty provision for sales
|
13
|
|
|
14
|
|
||
Settlements
|
(14
|
)
|
|
(16
|
)
|
||
Other, including adjustments for acquisitions and foreign currency translation
|
(1
|
)
|
|
(4
|
)
|
||
Balance at end of fiscal year
|
$
|
24
|
|
|
$
|
26
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Variable-rate debt:
|
|
|
|
||||
Term loan, 3-year tranche, due May 29, 2018
|
$
|
—
|
|
|
$
|
36
|
|
Term loan, 5-year tranche, due May 29, 2020
|
—
|
|
|
269
|
|
||
Floating rate notes, due February 27, 2019
|
300
|
|
|
—
|
|
||
Floating rate notes, due April 30, 2020
|
250
|
|
|
—
|
|
||
Total variable-rate debt
|
550
|
|
|
305
|
|
||
Fixed-rate debt:
|
|
|
|
||||
1.999% notes, due April 27, 2018
|
—
|
|
|
500
|
|
||
2.7% notes, due April 27, 2020
|
400
|
|
|
400
|
|
||
4.4% notes, due December 15, 2020
|
—
|
|
|
400
|
|
||
5.55% notes, due October 1, 2021
|
—
|
|
|
400
|
|
||
3.832% notes, due April 27, 2025
|
600
|
|
|
600
|
|
||
7.0% debentures, due January 15, 2026
|
100
|
|
|
100
|
|
||
6.35% debentures, due February 1, 2028
|
26
|
|
|
26
|
|
||
4.400% notes, due June 15, 2028
|
850
|
|
|
—
|
|
||
4.854% notes, due April 27, 2035
|
400
|
|
|
400
|
|
||
6.15% notes, due December 15, 2040
|
300
|
|
|
300
|
|
||
5.054% notes, due April 27, 2045
|
500
|
|
|
500
|
|
||
Other
|
14
|
|
|
14
|
|
||
Total fixed-rate debt
|
3,190
|
|
|
3,640
|
|
||
Total debt
|
3,740
|
|
|
3,945
|
|
||
Plus: unamortized bond premium
|
—
|
|
|
29
|
|
||
Less: unamortized discounts and issuance costs
|
(28
|
)
|
|
(24
|
)
|
||
Total debt, net
|
3,712
|
|
|
3,950
|
|
||
Less: current portion of long-term debt, net
|
(304
|
)
|
|
(554
|
)
|
||
Total long-term debt, net
|
$
|
3,408
|
|
|
$
|
3,396
|
|
•
|
$400 million
in aggregate principal amount of
2.700%
Notes due April 27, 2020 (the “
2.700% 2020 Notes
”),
|
•
|
$600 million
in aggregate principal amount of
3.832%
Notes due April 27, 2025 (the “
2025 Notes
”),
|
•
|
$400 million
in aggregate principal amount of
4.854%
Notes due April 27, 2035 (the “
2035 Notes
”), and
|
•
|
$500 million
in aggregate principal amount of
5.054%
Notes due April 27, 2045 (the “
2045 Notes
” and collectively with the 2.700% 2020 Notes, 2025 Notes and 2035 Notes, the “Exelis Notes”).
|
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(In millions)
|
||||||||||||||
Long-term debt (including current portion)
(1)
|
$
|
3,712
|
|
|
$
|
3,848
|
|
|
$
|
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.
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||
|
Total
|
|
Level 1
|
|
Total
|
|
Level 1
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets:
(1)
|
|
|
|
|
|
|
|
||||||||
Equity and fixed income securities
|
$
|
46
|
|
|
$
|
46
|
|
|
$
|
37
|
|
|
$
|
37
|
|
Investments measured at NAV:
|
|
|
|
|
|
|
|
||||||||
Equity and fixed income funds
|
63
|
|
|
|
|
50
|
|
|
|
||||||
Corporate-owned life insurance
|
27
|
|
|
|
|
25
|
|
|
|
||||||
Total investments measured at NAV
|
90
|
|
|
|
|
75
|
|
|
|
||||||
Total fair value of deferred compensation plan assets
|
$
|
136
|
|
|
|
|
$
|
112
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan liabilities:
(2)
|
|
|
|
|
|
|
|
||||||||
Equity securities and mutual funds
|
$
|
38
|
|
|
$
|
38
|
|
|
$
|
46
|
|
|
$
|
46
|
|
Investments measured at NAV:
|
|
|
|
|
|
|
|
||||||||
Common/collective trusts and guaranteed investment contracts
|
111
|
|
|
|
|
80
|
|
|
|
||||||
Total fair value of deferred compensation plan liabilities
|
$
|
149
|
|
|
|
|
$
|
126
|
|
|
|
(1)
|
Represents diversified assets held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current
|
(2)
|
Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
|
Pension
|
|
Other
Benefits
|
|
Total
|
|
Pension
|
|
Other
Benefits |
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Fair value of plan assets
|
$
|
5,098
|
|
|
$
|
207
|
|
|
$
|
5,305
|
|
|
$
|
4,921
|
|
|
$
|
212
|
|
|
$
|
5,133
|
|
Projected benefit obligation
|
(5,774
|
)
|
|
(233
|
)
|
|
(6,007
|
)
|
|
(6,140
|
)
|
|
(265
|
)
|
|
(6,405
|
)
|
||||||
Funded status
|
$
|
(676
|
)
|
|
$
|
(26
|
)
|
|
$
|
(702
|
)
|
|
$
|
(1,219
|
)
|
|
$
|
(53
|
)
|
|
$
|
(1,272
|
)
|
Consolidated Balance Sheet line item amounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other non-current assets
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Compensation and benefits
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||||
Defined benefit plans
|
(689
|
)
|
|
(25
|
)
|
|
(714
|
)
|
|
(1,226
|
)
|
|
(52
|
)
|
|
(1,278
|
)
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
|
Pension
|
|
Other
Benefits
|
|
Total
|
|
Pension
|
|
Other
Benefits
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Net actuarial loss (gain)
|
$
|
156
|
|
|
$
|
(46
|
)
|
|
$
|
110
|
|
|
$
|
262
|
|
|
$
|
(28
|
)
|
|
$
|
234
|
|
Net prior service cost (credit)
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
||||||
|
$
|
160
|
|
|
$
|
(47
|
)
|
|
$
|
113
|
|
|
$
|
264
|
|
|
$
|
(29
|
)
|
|
$
|
235
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
Pension
|
|
Other
Benefits
|
|
Total
|
|
Pension
|
|
Other
Benefits
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of fiscal year
|
$
|
6,140
|
|
|
$
|
265
|
|
|
$
|
6,405
|
|
|
$
|
6,471
|
|
|
$
|
311
|
|
|
$
|
6,782
|
|
Service cost
|
39
|
|
|
1
|
|
|
40
|
|
|
58
|
|
|
1
|
|
|
59
|
|
||||||
Interest cost
|
195
|
|
|
7
|
|
|
202
|
|
|
184
|
|
|
8
|
|
|
192
|
|
||||||
Actuarial gain
|
(169
|
)
|
|
(22
|
)
|
|
(191
|
)
|
|
(160
|
)
|
|
(32
|
)
|
|
(192
|
)
|
||||||
Prior service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(402
|
)
|
|
(18
|
)
|
|
(420
|
)
|
|
(376
|
)
|
|
(22
|
)
|
|
(398
|
)
|
||||||
Expenses paid
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Curtailments
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Foreign exchange
|
4
|
|
|
—
|
|
|
4
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Benefit obligation at end of fiscal year
|
$
|
5,774
|
|
|
$
|
233
|
|
|
$
|
6,007
|
|
|
$
|
6,140
|
|
|
$
|
265
|
|
|
$
|
6,405
|
|
(1)
|
We divested IT Services during fiscal 2017, which resulted in a curtailment under the Salaried Retiree Medical Plan.
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
Pension
|
|
Other
Benefits
|
|
Total
|
|
Pension
|
|
Other
Benefits
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(In millions)
|
|
(In millions)
|
||||||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plan assets at beginning of fiscal year
|
$
|
4,921
|
|
|
$
|
212
|
|
|
$
|
5,133
|
|
|
$
|
4,273
|
|
|
$
|
216
|
|
|
$
|
4,489
|
|
Actual return on plan assets
|
307
|
|
|
14
|
|
|
321
|
|
|
470
|
|
|
22
|
|
|
492
|
|
||||||
Employer contributions
|
303
|
|
|
(1
|
)
|
|
302
|
|
|
591
|
|
|
(4
|
)
|
|
587
|
|
||||||
Benefits paid
|
(402
|
)
|
|
(18
|
)
|
|
(420
|
)
|
|
(376
|
)
|
|
(22
|
)
|
|
(398
|
)
|
||||||
Expenses paid
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
Foreign exchange
|
4
|
|
|
—
|
|
|
4
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Plan assets at end of fiscal year
|
$
|
5,098
|
|
|
$
|
207
|
|
|
$
|
5,305
|
|
|
$
|
4,921
|
|
|
$
|
212
|
|
|
$
|
5,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status at end of fiscal year
|
$
|
(676
|
)
|
|
$
|
(26
|
)
|
|
$
|
(702
|
)
|
|
$
|
(1,219
|
)
|
|
$
|
(53
|
)
|
|
$
|
(1,272
|
)
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Projected benefit obligation
|
$
|
5,694
|
|
|
$
|
6,061
|
|
Accumulated benefit obligation
|
5,694
|
|
|
6,061
|
|
||
Fair value of plan assets
|
5,004
|
|
|
4,833
|
|
|
Pension
|
|
Other Benefits
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Net periodic benefit income
(1)
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
39
|
|
|
$
|
58
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
195
|
|
|
184
|
|
|
7
|
|
|
8
|
|
||||
Expected return on plan assets
|
(369
|
)
|
|
(340
|
)
|
|
(16
|
)
|
|
(17
|
)
|
||||
Amortization of net actuarial loss (gain)
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||
Total net periodic benefit income
|
$
|
(135
|
)
|
|
$
|
(97
|
)
|
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income)
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain
|
$
|
(106
|
)
|
|
$
|
(284
|
)
|
|
$
|
(20
|
)
|
|
$
|
(38
|
)
|
Prior service cost
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Amortization of net actuarial loss
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Total change recognized in other comprehensive income
|
(104
|
)
|
|
(285
|
)
|
|
(19
|
)
|
|
(38
|
)
|
||||
Total impact from net periodic benefit cost and changes in other comprehensive income
|
$
|
(239
|
)
|
|
$
|
(382
|
)
|
|
$
|
(28
|
)
|
|
$
|
(46
|
)
|
|
Pension
|
|
Other
Benefits |
|
Total
|
||||||
|
|
|
|
|
|
||||||
|
(In millions)
|
||||||||||
Net actuarial gain
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
Prior service cost
|
1
|
|
|
—
|
|
|
1
|
|
|||
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
Obligation assumptions as of:
|
June 29, 2018
|
|
June 30, 2017
|
||
Discount rate
|
4.05
|
%
|
|
3.76
|
%
|
Rate of future compensation increase
|
2.76
|
%
|
|
2.76
|
%
|
|
|
|
|
||
Cost assumptions for fiscal years:
|
2018
|
|
2017
|
||
Discount rate to determine service cost
|
3.48
|
%
|
|
3.80
|
%
|
Discount rate to determine interest cost
|
3.28
|
%
|
|
2.94
|
%
|
Expected return on plan assets
|
7.66
|
%
|
|
7.65
|
%
|
Rate of future compensation increase
|
2.76
|
%
|
|
2.75
|
%
|
Obligation assumptions as of:
|
June 29, 2018
|
|
June 30, 2017
|
||
Discount rate
|
3.99
|
%
|
|
3.63
|
%
|
Rate of future compensation increase
|
N/A
|
|
|
N/A
|
|
|
|
|
|
||
Cost assumptions for fiscal year:
|
2018
|
|
2017
|
||
Discount rate to determine service cost
|
3.62
|
%
|
|
3.52
|
%
|
Discount rate to determine interest cost
|
3.04
|
%
|
|
2.60
|
%
|
Rate of future compensation increase
|
N/A
|
|
|
N/A
|
|
|
Target Asset
Allocation
|
|||
Equity investments
|
45
|
%
|
—
|
75%
|
Fixed income investments
|
20
|
%
|
—
|
42%
|
Hedge funds
|
5
|
%
|
—
|
15%
|
Cash and cash equivalents
|
0
|
%
|
—
|
10%
|
•
|
Domestic and international equities, which include common and preferred shares, domestic listed and foreign listed equity securities, open-ended and closed-ended mutual funds and exchange traded funds, are generally valued at the closing price reported on the major market exchanges on which the individual securities are traded at the measurement date. Because these assets are traded predominantly on liquid, widely traded public exchanges, equity securities are categorized as Level 1 assets.
|
•
|
Private equity funds, which include buy-out, mezzanine, venture capital, distressed asset and secondary funds, are typically limited partnership investment structures. Private equity valuations are based on the valuation of the underlying investments, which include inputs such as cost, operating results, discounted future cash flows and market-based comparable data. Private equity funds generally have liquidity restrictions that extend for ten or more years. Valuations are largely based on unobservable inputs and short-term liquidity is restricted; consequently, private equity is categorized as Level 3 assets. At
June 29, 2018
and
June 30, 2017
, our defined benefit plans had future unfunded commitments totaling
$246 million
and
$157 million
, respectively, related to private equity fund investments.
|
•
|
Hedge funds, which include equity long/short, event-driven and fixed-income arbitrage and global macro funds, are typically limited partnership investment structures. Limited partnership interests in hedge funds are primarily valued using a market approach based on NAV calculated by the funds and are not publicly available. Hedge funds that permit redemption on a quarterly or more frequent basis with
90
or fewer days notice are generally categorized as Level 2 assets. All other hedge funds are categorized as Level 3 assets.
|
•
|
Fixed income investments, which include U.S. Government securities and investment and non-investment grade corporate bonds, are generally valued using pricing models that use verifiable, observable market data such as interest rates, benchmark yield curves and credit spreads, bids provided by brokers or dealers, or quoted prices of securities with similar characteristics. Fixed income investments are categorized as Level 2 assets.
|
•
|
Other is primarily comprised of guaranteed insurance contracts valued at book value, which approximates fair value, calculated using the prior-year balance adjusted for investment returns and changes in cash flows.
|
•
|
Cash and cash equivalents are primarily comprised of short-term money market funds valued at cost, which approximates fair value, or valued at quoted market prices of identical instruments. Cash and currency are
|
•
|
Certain investments that are valued using the NAV per share (or its equivalent) as a practical expedient are not categorized in the fair value hierarchy and are included in the table to permit reconciliation of the fair value hierarchy to the aggregate postretirement benefit plan assets.
|
|
June 29, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Equities:
|
|
|
|
|
|
|
|
||||||||
Domestic equities
|
$
|
1,221
|
|
|
$
|
1,189
|
|
|
$
|
32
|
|
|
$
|
—
|
|
International equities
|
903
|
|
|
899
|
|
|
4
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
||||||||
Private equity funds
|
401
|
|
|
—
|
|
|
—
|
|
|
401
|
|
||||
Hedge funds
|
187
|
|
|
—
|
|
|
—
|
|
|
187
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
812
|
|
|
—
|
|
|
801
|
|
|
11
|
|
||||
Government securities
|
335
|
|
|
—
|
|
|
335
|
|
|
—
|
|
||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Cash and cash equivalents
|
209
|
|
|
6
|
|
|
203
|
|
|
—
|
|
||||
Total
|
4,069
|
|
|
$
|
2,094
|
|
|
$
|
1,375
|
|
|
$
|
600
|
|
|
Investments Measured at NAV
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
714
|
|
|
|
|
|
|
|
|||||||
Fixed Income funds
|
318
|
|
|
|
|
|
|
|
|||||||
Hedge Funds
|
208
|
|
|
|
|
|
|
|
|||||||
Total Investments Measured at NAV
|
1,240
|
|
|
|
|
|
|
|
|||||||
Payables, net
|
(4
|
)
|
|
|
|
|
|
|
|||||||
Total fair value of plan assets
|
$
|
5,305
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Equities:
|
|
|
|
|
|
|
|
||||||||
Domestic equities
|
$
|
1,062
|
|
|
$
|
1,032
|
|
|
$
|
30
|
|
|
$
|
—
|
|
International equities
|
838
|
|
|
834
|
|
|
4
|
|
|
—
|
|
||||
Alternative investments:
|
|
|
|
|
|
|
|
||||||||
Private equity funds
|
522
|
|
|
—
|
|
|
—
|
|
|
522
|
|
||||
Hedge funds
|
242
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
611
|
|
|
—
|
|
|
611
|
|
|
—
|
|
||||
Government securities
|
241
|
|
|
—
|
|
|
241
|
|
|
—
|
|
||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Cash and cash equivalents
|
597
|
|
|
1
|
|
|
596
|
|
|
—
|
|
||||
Total
|
4,115
|
|
|
$
|
1,867
|
|
|
$
|
1,482
|
|
|
$
|
766
|
|
|
Investments Measured at NAV
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
632
|
|
|
|
|
|
|
|
|||||||
Fixed Income funds
|
288
|
|
|
|
|
|
|
|
|||||||
Total Investments Measured at NAV
|
920
|
|
|
|
|
|
|
|
|||||||
Receivables, net
|
98
|
|
|
|
|
|
|
|
|||||||
Total fair value of plan assets
|
$
|
5,133
|
|
|
|
|
|
|
|
|
Private
Equity Funds |
|
Hedge Funds
|
|
Fixed Income
|
|
Other
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
(In millions)
|
|
|
|
|
||||||||||
Level 3 balance — July 1, 2016
|
$
|
700
|
|
|
$
|
282
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
984
|
|
Realized gains (losses), net
|
78
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Unrealized gains (losses), net
|
(71
|
)
|
|
49
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||
Sales, net
|
(185
|
)
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|||||
Level 3 balance — June 30, 2017
|
522
|
|
|
242
|
|
|
—
|
|
|
2
|
|
|
766
|
|
|||||
Realized gains (losses), net
|
47
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Unrealized gains (losses), net
|
(25
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||||
Sales, net
|
(144
|
)
|
|
(59
|
)
|
|
11
|
|
|
—
|
|
|
(192
|
)
|
|||||
Level 3 balance — June 29, 2018
|
$
|
400
|
|
|
$
|
187
|
|
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
600
|
|
|
Pension
|
|
Other
Benefits
(1)
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
|
(In millions)
|
||||||||||
Fiscal Years:
|
|
|
|
|
|
||||||
2019
|
$
|
400
|
|
|
$
|
24
|
|
|
$
|
424
|
|
2020
|
384
|
|
|
24
|
|
|
408
|
|
|||
2021
|
385
|
|
|
23
|
|
|
408
|
|
|||
2022
|
384
|
|
|
22
|
|
|
406
|
|
|||
2023
|
382
|
|
|
22
|
|
|
404
|
|
|||
2024 — 2028
|
1,854
|
|
|
89
|
|
|
1,943
|
|
(1)
|
Projected payments for Other Benefits reflect gross payments from the Company, excluding subsidies, which are expected to approximate
10 percent
of gross payments.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Total expense
|
$
|
51
|
|
|
$
|
42
|
|
Included in:
|
|
|
|
||||
Cost of product sales and services
|
$
|
8
|
|
|
$
|
3
|
|
Engineering, selling and administrative expenses
|
43
|
|
|
39
|
|
||
Income from continuing operations
|
51
|
|
|
42
|
|
||
Tax effect on share-based compensation expense
|
(16
|
)
|
|
(16
|
)
|
||
Total share-based compensation expense after-tax
|
$
|
35
|
|
|
$
|
26
|
|
|
2018
|
|
2017
|
||
|
|
|
|
||
Expected dividends
|
1.8
|
%
|
|
2.4
|
%
|
Expected volatility
|
19.3
|
%
|
|
21.8
|
%
|
Risk-free interest rates
|
1.8
|
%
|
|
1.2
|
%
|
Expected term (years)
|
5.00
|
|
|
5.03
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value
Per Share
|
|||
Nonvested stock options June 30, 2017
|
2,596,282
|
|
|
$
|
13.23
|
|
Stock options granted
|
412,285
|
|
|
$
|
18.60
|
|
Stock options vested
|
(1,395,166
|
)
|
|
$
|
13.15
|
|
Nonvested stock options June 29, 2018
|
1,613,401
|
|
|
$
|
14.66
|
|
|
Shares or Units
|
|
Weighted-Average
Grant Price Per Share or Unit
|
|||
Restricted stock and restricted stock units outstanding at June 30, 2017
|
260,964
|
|
|
$
|
84.92
|
|
Restricted stock and restricted stock units granted
|
312,247
|
|
|
$
|
141.46
|
|
Restricted stock and restricted stock units vested
|
(138,659
|
)
|
|
$
|
80.44
|
|
Restricted stock and restricted stock units forfeited
|
(19,862
|
)
|
|
$
|
111.88
|
|
Restricted stock and restricted stock units outstanding at June 29, 2018
|
414,690
|
|
|
$
|
127.70
|
|
|
Shares or Units
|
|
Weighted-Average
Grant Price
Per Share or Unit
|
|||
Performance share units outstanding at June 30, 2017
|
633,735
|
|
|
$
|
81.81
|
|
Performance share units granted
|
193,321
|
|
|
$
|
123.13
|
|
Performance share units vested
|
(173,505
|
)
|
|
$
|
66.48
|
|
Performance share units forfeited
|
(28,258
|
)
|
|
$
|
97.97
|
|
Performance share units outstanding at June 29, 2018
|
625,293
|
|
|
$
|
98.11
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions, except per share amounts)
|
||||||
Income from continuing operations
|
$
|
702
|
|
|
$
|
628
|
|
Adjustments for participating securities outstanding
|
(2
|
)
|
|
(1
|
)
|
||
Income from continuing operations used in per basic and diluted common share calculations (A)
|
$
|
700
|
|
|
$
|
627
|
|
Basic weighted average common shares outstanding (B)
|
118.6
|
|
|
122.6
|
|
||
Impact of dilutive share-based awards
|
2.5
|
|
|
1.7
|
|
||
Diluted weighted average common shares outstanding (C)
|
121.1
|
|
|
124.3
|
|
||
Income from continuing operations per basic common share (A)/(B)
|
$
|
5.90
|
|
|
$
|
5.11
|
|
Income from continuing operations per diluted common share (A)/(C)
|
$
|
5.78
|
|
|
$
|
5.04
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Pension income
(1)
|
$
|
184
|
|
|
$
|
164
|
|
Losses on extinguishment of debt
(2)
|
(24
|
)
|
|
—
|
|
||
Adjustment to gain on sale of business
|
—
|
|
|
2
|
|
||
Net income related to intellectual property matters
|
(1
|
)
|
|
—
|
|
||
Other
|
(3
|
)
|
|
—
|
|
||
|
$
|
156
|
|
|
$
|
166
|
|
(1)
|
Non-service components of net periodic pension and postretirement benefit costs, including interest cost, expected return on plan assets and amortization of net actuarial gain is reported as part of the "Non-operating income" line item in our Consolidated Statement of Income as a result of our adoption of ASU 2017-17 as discussed in
Note 2: Accounting Changes or Recent Accounting Pronouncements
.
|
(2)
|
Losses associated with our optional redemption of the entire outstanding
$400 million
principal amount of our
4.4%
Notes due December 15, 2020 and
$400 million
principal amount of our
5.55%
Notes due October 1, 2021, the repayment in full of
$253 million
in remaining outstanding indebtedness under the
5
-year tranche of our
$1.3 billion
senior unsecured term loan facility and the termination of our 2015 Credit Agreement. See
Note 12: Credit Arrangements
and
Note 13: Debt
for additional information.
|
|
2018
(1)
|
|
2017
(2)
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Foreign currency translation, net of in
come taxes of $2 million and $1 million at J
une 29, 2018 and June 30, 2017, respectively
|
$
|
(99
|
)
|
|
$
|
(113
|
)
|
Net unrealized loss on hedging derivatives, net of income taxes of $7 million and $11 million at June 29, 2018 and June 30, 2017, respectively
|
(20
|
)
|
|
(17
|
)
|
||
Unrecognized postretirement obligations, net of income ta
xes of $30 million and $89
million at June 29, 2018 and June 30, 2017, respectively
|
(83
|
)
|
|
(146
|
)
|
||
|
$
|
(202
|
)
|
|
$
|
(276
|
)
|
(1)
|
Reclassifications to earnings from accumulated other comprehensive loss, other than the reclassification adjustment described in the paragraph below, were not material in fiscal 2018.
|
(2)
|
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 CapRock and IT Services and are included in “Discontinued operations, net of income taxes” in our Consolidated Statement of Income.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Current:
|
|
|
|
||||
United States
|
$
|
(141
|
)
|
|
$
|
117
|
|
International
|
12
|
|
|
9
|
|
||
State and local
|
(11
|
)
|
|
6
|
|
||
|
(140
|
)
|
|
132
|
|
||
Deferred:
|
|
|
|
||||
United States
|
324
|
|
|
121
|
|
||
International
|
(3
|
)
|
|
1
|
|
||
State and local
|
25
|
|
|
7
|
|
||
|
346
|
|
|
129
|
|
||
|
$
|
206
|
|
|
$
|
261
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Continuing operations
|
$
|
206
|
|
|
$
|
261
|
|
Discontinued operations
|
(5
|
)
|
|
(110
|
)
|
||
Total income tax provision
|
$
|
201
|
|
|
$
|
151
|
|
|
2018
|
|
2017
|
||
U.S. statutory income tax rate
|
28.1
|
%
|
|
35.0
|
%
|
State taxes
|
1.9
|
|
|
1.0
|
|
International income
|
(0.5
|
)
|
|
(1.3
|
)
|
Nondeductible goodwill
|
—
|
|
|
—
|
|
Research and development tax credit
|
(2.9
|
)
|
|
(2.0
|
)
|
Change in valuation allowance
|
0.2
|
|
|
(0.2
|
)
|
U.S. production activity benefit
|
(0.9
|
)
|
|
(0.5
|
)
|
Excess tax benefits on equity-based compensation
|
(1.8
|
)
|
|
(2.6
|
)
|
Settlement of tax audits
|
(2.2
|
)
|
|
—
|
|
U.S. tax reform
|
0.4
|
|
|
—
|
|
Other items
|
0.4
|
|
|
(0.1
|
)
|
Effective income tax rate
|
22.7
|
%
|
|
29.3
|
%
|
•
|
$52 million
(
$.43
per diluted share) from estimated write-down of existing net deferred tax asset balances initially recognized in the second quarter of fiscal 2018;
|
•
|
$33 million
(
$.27
per diluted share) of income tax benefit recognized in the third quarter of fiscal 2018 to adjust the provisional amount recorded in the second quarter of fiscal 2018. This adjustment was primarily due to revaluing our deferred tax asset related to our
$300 million
voluntary pension contribution made during the third quarter of fiscal 2018;
|
•
|
$17 million
(
$.15
per diluted share) of income tax benefit recognized in the fourth quarter of fiscal 2018 to adjust the provisional amount recorded previously through the third quarter of fiscal 2018. This adjustment was primarily due to revaluing our deferred tax assets based on changes in methods for tax recognition and the actual current year movement in our deferred balances; and
|
•
|
$6 million
(
$.05
per diluted share) of additional write-down of deferred tax asset balances generated as a result of our adoption of ASC 606.
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory valuations
|
$
|
21
|
|
|
$
|
31
|
|
Accruals
|
178
|
|
|
295
|
|
||
Deferred revenue
|
7
|
|
|
16
|
|
||
Domestic tax loss and credit carryforwards
|
86
|
|
|
60
|
|
||
International tax loss and credit carryforwards
|
33
|
|
|
35
|
|
||
Share-based compensation
|
26
|
|
|
31
|
|
||
Capital loss carryforwards
|
101
|
|
|
133
|
|
||
Long-term debt
|
—
|
|
|
13
|
|
||
Pension and other post-employment benefits
|
188
|
|
|
509
|
|
||
Unrealized loss on interest rate hedges
|
7
|
|
|
10
|
|
||
Unrecognized tax benefits
|
4
|
|
|
7
|
|
||
Other
|
13
|
|
|
(5
|
)
|
||
Total deferred tax assets
|
664
|
|
|
1,135
|
|
||
Less: valuation allowance
(1)
|
(181
|
)
|
|
(183
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
483
|
|
|
952
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(65
|
)
|
|
(51
|
)
|
||
Unbilled receivables
|
(86
|
)
|
|
(5
|
)
|
||
Acquired intangibles
|
(268
|
)
|
|
(459
|
)
|
||
Unremitted earnings of foreign subsidiaries
|
(24
|
)
|
|
(47
|
)
|
||
Total deferred tax liabilities
|
(443
|
)
|
|
(562
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
$
|
40
|
|
|
$
|
390
|
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Non-current deferred income tax assets
|
$
|
119
|
|
|
$
|
424
|
|
Non-current deferred income tax liabilities
|
(79
|
)
|
|
(34
|
)
|
||
|
$
|
40
|
|
|
$
|
390
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Balance at beginning of fiscal year
|
$
|
90
|
|
|
$
|
63
|
|
Additions based on tax positions taken during current fiscal year
|
17
|
|
|
52
|
|
||
Additions based on tax positions taken during prior fiscal years
|
23
|
|
|
—
|
|
||
Decreases based on tax positions taken during prior fiscal years
|
(28
|
)
|
|
(25
|
)
|
||
Balance at end of fiscal year
|
$
|
102
|
|
|
$
|
90
|
|
•
|
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 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, 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.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue
|
|
|
|
||||
Communication Systems
|
$
|
1,904
|
|
|
$
|
1,754
|
|
Electronic Systems
|
2,365
|
|
|
2,245
|
|
||
Space and Intelligence Systems
|
1,913
|
|
|
1,904
|
|
||
Corporate eliminations
|
(14
|
)
|
|
(6
|
)
|
||
|
$
|
6,168
|
|
|
$
|
5,897
|
|
Income from Continuing Operations before Income Taxes
|
|
|
|
||||
Segment Operating Income:
(1)
|
|
|
|
||||
Communication Systems
|
$
|
566
|
|
|
$
|
514
|
|
Electronic Systems
|
432
|
|
|
457
|
|
||
Space and Intelligence Systems
|
331
|
|
|
314
|
|
||
Unallocated corporate expense and corporate eliminations
(2)
|
(225
|
)
|
|
(228
|
)
|
||
Pension adjustment
|
(184
|
)
|
|
(164
|
)
|
||
Non-operating income
(3)
|
156
|
|
|
166
|
|
||
Net interest expense
|
(168
|
)
|
|
(170
|
)
|
||
Total
|
$
|
908
|
|
|
$
|
889
|
|
(1)
|
In fiscal 2017, segment operating income 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 and corporate eliminations includes: (i)
$101 million
and
$109 million
in fiscal
2018
and
2017
, 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), (ii)
$5 million
and
$58 million
of
Exelis acquisition-related and other charges
in fiscal 2018 and 2017, respectively, (iii)
$47 million
of
charges related to our decision to transition and exit a commercial air-to-ground LTE radio communications line of business and other items
in fiscal 2018, and (iv) a
$12 million
non-cash adjustment for deferred compensation
in fiscal 2018.
|
(3)
|
Non-operating income in fiscal 2018 includes
$27 million
of
losses and other costs related to debt refinancing
. Additional information regarding non-operating income is set forth in
Note 20: Non-Operating Income
.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue By Customer Relationship
|
|
|
|
||||
Prime contractor
|
$
|
1,670
|
|
|
$
|
1,653
|
|
Subcontractor
|
695
|
|
|
592
|
|
||
|
$
|
2,365
|
|
|
$
|
2,245
|
|
Revenue By Contract Type
|
|
|
|
|
|
||
Fixed-price
(1)
|
$
|
1,900
|
|
|
$
|
1,833
|
|
Cost-reimbursable
|
465
|
|
|
412
|
|
||
|
$
|
2,365
|
|
|
$
|
2,245
|
|
Revenue By Geographical Region
|
|
|
|
|
|
||
United States
|
$
|
1,890
|
|
|
$
|
1,769
|
|
International
|
475
|
|
|
476
|
|
||
|
$
|
2,365
|
|
|
$
|
2,245
|
|
(1)
|
Includes revenue derived from time-and-materials contracts.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Revenue By Customer Relationship
|
|
|
|
||||
Prime contractor
|
$
|
1,384
|
|
|
$
|
1,369
|
|
Subcontractor
|
529
|
|
|
535
|
|
||
|
$
|
1,913
|
|
|
$
|
1,904
|
|
Revenue By Contract Type
|
|
|
|
|
|
||
Fixed-price
(1)
|
$
|
544
|
|
|
$
|
448
|
|
Cost-reimbursable
|
1,369
|
|
|
1,456
|
|
||
|
$
|
1,913
|
|
|
$
|
1,904
|
|
Revenue By Geographical Region
|
|
|
|
|
|
||
United States
|
$
|
1,861
|
|
|
$
|
1,821
|
|
International
|
52
|
|
|
83
|
|
||
|
$
|
1,913
|
|
|
$
|
1,904
|
|
(1)
|
Includes revenue derived from time-and-materials contracts.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Total Assets
|
|
|
|
||||
Communication Systems
|
$
|
1,567
|
|
|
$
|
1,543
|
|
Electronic Systems
|
4,174
|
|
|
4,090
|
|
||
Space and Intelligence Systems
|
2,193
|
|
|
2,117
|
|
||
Corporate
(1)
|
1,917
|
|
|
2,362
|
|
||
|
$
|
9,851
|
|
|
$
|
10,112
|
|
(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 benefited the entire Company as opposed to any individual segment. Exelis identifiable intangible asset balances of continuing operations recorded as Corporate assets were approximately
$1.0 billion
and
$1.1 billion
as of
June 29, 2018
and
June 30, 2017
, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment and identifiable intangibles, and also included any assets and liabilities from discontinued operations. See
Note 3: Discontinued Operations
for additional information regarding discontinued operations.
|
|
2018
|
|
2017
|
||||
|
|
|
|
||||
|
(In millions)
|
||||||
Capital Expenditures
|
|
|
|
||||
Communication Systems
|
$
|
26
|
|
|
$
|
14
|
|
Electronic Systems
|
57
|
|
|
40
|
|
||
Space and Intelligence Systems
|
33
|
|
|
34
|
|
||
Corporate
|
20
|
|
|
27
|
|
||
Discontinued operations
|
—
|
|
|
4
|
|
||
|
$
|
136
|
|
|
$
|
119
|
|
Depreciation and Amortization
|
|
|
|
||||
Communication Systems
|
$
|
57
|
|
|
$
|
64
|
|
Electronic Systems
|
44
|
|
|
29
|
|
||
Space and Intelligence Systems
|
36
|
|
|
37
|
|
||
Corporate
|
122
|
|
|
142
|
|
||
Discontinued operations
|
—
|
|
|
39
|
|
||
|
$
|
259
|
|
|
$
|
311
|
|
Geographical Information for Continuing Operations
|
|
|
|
||||
U.S. operations:
|
|
|
|
||||
Revenue
|
$
|
5,854
|
|
|
$
|
5,637
|
|
Long-lived assets
|
$
|
892
|
|
|
$
|
896
|
|
International operations:
|
|
|
|
||||
Revenue
|
$
|
314
|
|
|
$
|
260
|
|
Long-lived assets
|
$
|
8
|
|
|
$
|
8
|
|
ITEM 15.
|
FINANCIAL STATEMENT SCHEDULES.
|
|
Page
|
(2) Financial Statement Schedules:
|
|
Schedule II — Valuation and Qualifying Accounts — Fiscal Years ended Ju
ne 29, 2018 and June 30, 2017
|
Col. A
|
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
||||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts
— Describe
|
|
Deductions
— Describe
|
|
Balance at
End of Period
|
||||||||||||
Year ended June 29, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts Deducted From
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Respective Asset Accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
$
|
8
|
|
(A)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
435
|
|
(B)
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
707
|
|
(C)
|
|
|
|||||||||
Allowances for collection losses
|
|
$
|
2,815
|
|
|
$
|
654
|
|
|
$
|
—
|
|
|
|
$
|
1,150
|
|
|
|
$
|
2,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
$
|
(48
|
)
|
(E)
|
|
$
|
(425
|
)
|
(A)
|
|
|
||||||
Allowances for deferred tax assets
|
|
$
|
183,476
|
|
|
$
|
(2,848
|
)
|
|
$
|
(48
|
)
|
|
|
$
|
(425
|
)
|
|
|
$
|
181,005
|
|
Year ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts Deducted From
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Respective Asset Accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
$
|
7
|
|
(A)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
551
|
|
(B)
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
3,329
|
|
(C)
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
3,247
|
|
(D)
|
|
|
|||||||||
Allowances for collection losses
|
|
$
|
9,949
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
7,134
|
|
|
|
$
|
2,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
$
|
1,865
|
|
(A)
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
103,371
|
|
(D)
|
|
|
|||||||||
|
|
|
|
|
|
354
|
|
(E)
|
|
175
|
|
(F)
|
|
|
||||||||
Allowances for deferred tax assets
|
|
$
|
300,159
|
|
|
$
|
(11,626
|
)
|
|
$
|
354
|
|
|
|
$
|
105,411
|
|
|
|
$
|
183,476
|
|