Harris Earnings 2018-12-28

HRS 10Q Quarterly Report

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Balance Sheet	Income Statement	Cash Flow

10-Q 1 hrsq2fy1910-q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 28, 2018



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to _

Commission File Number: 1-3863

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		34-0276860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1025 West NASA Boulevard Melbourne, Florida		329l9
(Address of principal executive offices)		(Zip Code)

(321) 727-9l00
(Registrant’s telephone number, including area code)

No changes
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes p No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes p No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. p

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). p Yes þ No

The number of shares outstanding of the registrant’s common stock as of January 25, 2019 was 117,829,781 shares.

HARRIS CORPORATION

FORM 10-Q

For the Quarter Ended December 28, 2018

INDEX




	Page
Part I. Financial Information:
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statement of Income for the Quarter and Two Quarters Ended December 28, 2018 and December 29, 2017	1
Condensed Consolidated Statement of Comprehensive Income for the Quarter and Two Quarters Ended December 28, 2018 and December 29, 2017	2
Condensed Consolidated Balance Sheet at December 28, 2018 and June 29, 2018	3
Condensed Consolidated Statement of Cash Flows for the Two Quarters Ended December 28, 2018 and December 29, 2017	4
Condensed Consolidated Statement of Equity for the Quarter and Two Quarters Ended December 28, 2018 and December 29, 2017	5
Notes to Condensed Consolidated Financial Statements	6
Report of Independent Registered Public Accounting Firm	23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	37

Part II. Other Information:
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3. Defaults Upon Senior Securities	40
Item 4. Mine Safety Disclosures	40
Item 5. Other Information	40
Item 6. Exhibits	41

Signature	42

This Quarterly Report on Form 10-Q contains trademarks, service marks and registered marks of Harris Corporation and its subsidiaries.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)



	Quarter Ended						Two Quarters Ended
	December 28, 2018			December 29, 2017			December 28, 2018			December 29, 2017

	(In millions, except per share amounts)
Revenue from product sales and services	$	1,666		$	1,535		$	3,208		$	2,945
Cost of product sales and services	(1,095		)	(1,022		)	(2,105		)	(1,941		)
Engineering, selling and administrative expenses	(304		)	(291		)	(583		)	(559		)
Non-operating income	47			44			94			90
Interest income	—			1			1			1
Interest expense	(43		)	(42		)	(87		)	(83		)
Income from continuing operations before income taxes	271			225			528			453
Income taxes	(46		)	(94		)	(87		)	(157		)
Income from continuing operations	225			131			441			296
Discontinued operations, net of income taxes	—			—			(3		)	(6		)
Net income	$	225		$	131		$	438		$	290

Net income per common share
Basic
Continuing operations	$	1.91		$	1.10		$	3.74		$	2.49
Discontinued operations	—			—			(0.03		)	(0.06		)
	$	1.91		$	1.10		$	3.71		$	2.43
Diluted
Continuing operations	$	1.88		$	1.08		$	3.66		$	2.44
Discontinued operations	(0.01		)	—			(0.02		)	(0.05		)
	$	1.87		$	1.08		$	3.64		$	2.39

Cash dividends paid per common share	$	0.685		$	0.570		$	1.370		$	1.140
Basic weighted average common shares outstanding	117.7			118.5			117.8			118.8
Diluted weighted average common shares outstanding	120.0			120.9			120.3			121.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)



	Quarter Ended						Two Quarters Ended
	December 28, 2018			December 29, 2017			December 28, 2018			December 29, 2017

	(In millions)
Net income	$	225		$	131		$	438		$	290
Other comprehensive income (loss):
Foreign currency translation gain (loss), net of income taxes	(8		)	(4		)	(8		)	21
Net unrealized gain on hedging derivatives, net of income taxes	—			—			1			1
Net unrecognized loss on postretirement obligations, net of income taxes	(1		)	—			(2		)	—
Other comprehensive income (loss), net of income taxes	(9		)	(4		)	(9		)	22
Total comprehensive income	$	216		$	127		$	429		$	312

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)



	December 28, 2018			June 29, 2018

	(In millions, except shares)
Assets
Current Assets
Cash and cash equivalents	$	343		$	288
Receivables	494			466
Contract assets	829			782
Inventories	425			411
Income taxes receivable	102			174
Other current assets	118			103
Total current assets	2,311			2,224
Non-current Assets
Property, plant and equipment	901			900
Goodwill	5,370			5,372
Other intangible assets	930			989
Non-current deferred income taxes	99			119
Other non-current assets	241			247
Total non-current assets	7,541			7,627
	$	9,852		$	9,851
Liabilities and Equity
Current Liabilities
Short-term debt	$	103		$	78
Accounts payable	521			622
Contract liabilities	479			372
Compensation and benefits	128			142
Other accrued items	275			317
Income taxes payable	11			15
Current portion of long-term debt, net	305			304
Total current liabilities	1,822			1,850
Non-current Liabilities
Defined benefit plans	635			714
Long-term debt, net	3,411			3,408
Non-current deferred income taxes	60			79
Other long-term liabilities	512			522
Total non-current liabilities	4,618			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 117,774,474 shares at December 28, 2018 and 118,280,120 shares at June 29, 2018	118			118
Other capital	1,681			1,714
Retained earnings	1,824			1,648
Accumulated other comprehensive loss	(211		)	(202		)
Total shareholders’ equity	3,412			3,278
	$	9,852		$	9,851

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)



	Two Quarters Ended
	December 28, 2018			December 29, 2017

	(In millions)
Operating Activities
Net income	$	438		$	290
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles	58			58
Depreciation and other amortization	71			72
Share-based compensation	70			24
Pension income	(68		)	(68		)
(Increase) decrease in:
Accounts receivable	(28		)	(14		)
Contract assets	(47		)	(84		)
Inventories	(14		)	(23		)
Increase (decrease) in:
Accounts payable	(101		)	(78		)
Contract liabilities	107			47
Income taxes	76			216
Other	(93		)	(67		)
Net cash provided by operating activities	469			373
Investing Activities
Additions of property, plant and equipment	(67		)	(43		)
Adjustment to proceeds from sales of businesses, net	—			(2		)
Net cash used in investing activities	(67		)	(45		)
Financing Activities
Proceeds from borrowings	26			248
Repayments of borrowings	(3		)	(363		)
Proceeds from exercises of employee stock options	18			18
Repurchases of common stock	(200		)	(150		)
Cash dividends	(163		)	(137		)
Other financing activities	(20		)	(10		)
Net cash used in financing activities	(342		)	(394		)
Effect of exchange rate changes on cash and cash equivalents	(5		)	4
Net increase (decrease) in cash and cash equivalents	55			(62		)
Cash and cash equivalents, beginning of year	288			484
Cash and cash equivalents, end of quarter	$	343		$	422

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)



	Common Stock			Other Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity

	(In millions, except per share amounts)
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 ($.685 per share)	—			—			(82		)	—			(82		)
Balance at September 28, 2018	118			1,648			1,680			(202		)	3,244
Net income	—			—			225			—			225
Other comprehensive income	—			—			—			(9		)	(9		)
Shares issued under stock incentive plans	—			2			—			—			2
Shares issued under defined contribution plans	—			17			—			—			17
Share-based compensation expense	—			15			—			—			15
Repurchases and retirement of common stock	—			(1		)	—			—			(1		)
Cash dividends ($.685 per share)	—			—			(81		)	—			(81		)
Balance at December 28, 2018	$	118		$	1,681		$	1,824		$	(211	)	$	3,412

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 ($.570 per share)	—			—			(69		)	—			(69		)
Balance at September 29, 2017	119			1,731			1,360			(250		)	2,960
Net income	—			—			131			—			131
Other comprehensive income	—			—			—			(4		)	(4		)
Shares issued under stock incentive plans	—			4			—			—			4
Share-based compensation expense	—			12			—			—			12
Repurchases and retirement of common stock	—			(42		)	(34		)	—			(76		)
Cash dividends ($.570 per share)	—			—			(68		)	—			(68		)
Balance at December 29, 2017	$	119		$	1,705		$	1,389		$	(254	)	$	2,959

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A — Significant Accounting Policies and Recent Accounting Standards

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) include the accounts of Harris Corporation and its consolidated subsidiaries. As used in these Notes to Condensed Consolidated Financial Statements (Unaudited) (these “Notes”), the terms “Harris,” “Company,” “we,” “our” and “us” refer to Harris Corporation and its consolidated subsidiaries. Intracompany transactions and accounts have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements (Unaudited) have been prepared by Harris, without an audit, in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements. In the opinion of management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations and cash flows for the periods presented therein. The results for the quarter and two quarters ended December 28, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period. The balance sheet at June 29, 2018 has been derived from our audited financial statements, but does not include all of the information and footnotes required by GAAP for annual financial statements. We provide complete, audited financial statements in our Annual Report on Form 10-K, which includes information and footnotes required by the rules and regulations of the SEC. The information included in this Quarterly Report on Form 10-Q (this “Report”) should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2018 (our “Fiscal 2018 Form 10-K”) and in our Current Report on Form 8-K filed with the SEC on December 13, 2018 (our “Fiscal 2017-2018 Update 8-K”), which updated and superseded historical fiscal 2018 and fiscal 2017 financial information contained in Item 7, Item 8 and certain other Items in our Fiscal 2018 Form 10-K to reflect the impact for those two fiscal years of retrospective application of Accounting Standards Update (“ASU”) 2014-09, Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606), as amended (“ASC 606”), and ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”), each of which we adopted effective June 30, 2018. See “Adoption of New Accounting Standards” below in this Note A for additional information.

Amounts contained in this Report may not always add to totals due to rounding.

Reclassifications

The classification of certain prior-period amounts has been adjusted in our Condensed Consolidated Financial Statements (Unaudited) to conform with current-period classifications. Reclassifications include certain direct selling and bid and proposal costs from the “Cost of product sales and services” line item to the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited) and in these Notes.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes. Materially different results can occur as circumstances change and additional information becomes known.

Adoption of New Accounting Standards

As discussed above, we adopted ASC 606 effective June 30, 2018. This standard supersedes nearly all revenue recognition guidance under GAAP and International Financial Reporting Standards and supersedes some cost guidance for construction-type and production-type contracts. The guidance in this standard is principles-based, and, consequently, entities are required to use more judgment and make more estimates than under prior guidance, including identifying contract performance obligations, estimating variable consideration to include in the contract price and allocating the transaction price to separate performance obligations. The core principle of this standard is that entities should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. To help financial statement users better understand the nature, amount,

timing and potential uncertainty of the revenue and cash flows, this standard requires significantly more interim and annual disclosures.

We adopted the requirements of the new standard using the full retrospective transition method. We opted for this transition method because we believe it provides enhanced comparability and transparency across periods. We elected to apply the practical expedient related to backlog disclosures for prior reporting periods and the practical expedient related to evaluating the effects of contract modifications that occurred prior to the earliest period presented. No other transition practical expedients were applied. Retrospective application of this standard resulted in the recognition of a cumulative-effect adjustment of $15 million to reduce the opening balance of retained earnings at July 2, 2016.

This standard also resulted in the establishment of “Contract assets” and “Contract liabilities” line items and the reclassification to these line items of amounts previously presented in the “Receivables,” “Inventories” and “Advance payments and unearned income” line items in our Condensed Consolidated Balance Sheet. See Note 2: “Accounting Changes or Recent Accounting Pronouncements” in our Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K for a table summarizing the effect of adopting ASC 606 on our previously reported Consolidated Balance Sheet as of June 29, 2018. Total net cash provided by operating activities and total net cash provided by or used in investing activities and financing activities in our previously reported Condensed Consolidated Statements of Cash Flows (Unaudited) were not impacted by our adoption of ASC 606.

We also adopted ASU 2017-07 effective June 30, 2018, as discussed above. This update requires that entities present components of net periodic pension and postretirement benefit costs other than the service cost component (“non-service cost amounts”) separately from the service cost component. We adopted this update retrospectively by recasting each prior period presented, using as our estimation basis for recasting prior periods the amounts disclosed in Note 13: “Pension and Other Postretirement Benefits” in our Notes to Consolidated Financial Statements in our Fiscal 2018 Form 10-K. Retrospective application of this update resulted in reclassification to the “Non-operating income” line item of non-service cost amounts that were included in the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Income (Unaudited) prior to adopting ASU 2017-07.

The following table summarizes the effect of adopting ASC 606 and ASU 2017-07 on our previously reported Condensed Consolidated Statement of Income (Unaudited) for the quarter and two quarters ended December 29, 2017:



	Quarter Ended December 29, 2017
	Previously Reported			Effect of Adopting ASC 606			Effect of Adopting ASU 2017-07			Currently Reported

	(In millions, except per share amounts)
Revenue from product sales and services	$	1,535		$	—		$	—		$	1,535
Cost of product sales and services	(987		)	1			(36		)	(1,022		)
Engineering, selling and administrative expenses	(276		)	(5		)	(10		)	(291		)
Non-operating income (loss)	(2		)	—			46			44
Interest income	1			—			—			1
Interest expense	(42		)	—			—			(42		)
Income from continuing operations before income taxes	229			(4		)	—			225
Income taxes	(90		)	(4		)	—			(94		)
Income from continuing operations	139			(8		)	—			131
Discontinued operations, net of income taxes	—			—			—			—
Net income	$	139		$	(8	)	$	—		$	131

Net income per common share
Basic
Continuing operations	$	1.17		$	(0.07	)	$	—		$	1.10
Discontinued operations	—			—			—			—
	$	1.17		$	(0.07	)	$	—		$	1.10
Diluted
Continuing operations	$	1.15		$	(0.07	)	$	—		$	1.08
Discontinued operations	—			—			—			—
	$	1.15		$	(0.07	)	$	—		$	1.08



	Two Quarters Ended December 29, 2017
	Previously Reported			Effect of Adopting ASC 606			Effect of Adopting ASU 2017-07			Currently Reported

	(In millions, except per share amounts)
Revenue from product sales and services	$	2,948		$	(3	)	$	—		$	2,945
Cost of product sales and services	(1,872		)	4			(73		)	(1,941		)
Engineering, selling and administrative expenses	(532		)	(8		)	(19		)	(559		)
Non-operating income (loss)	(2		)	—			92			90
Interest income	1			—			—			1
Interest expense	(83		)	—			—			(83		)
Income from continuing operations before income taxes	460			(7		)	—			453
Income taxes	(154		)	(3		)	—			(157		)
Income from continuing operations	306			(10		)	—			296
Discontinued operations, net of income taxes	(6		)	—			—			(6		)
Net income	$	300		$	(10	)	$	—		$	290

Net income per common share
Basic
Continuing operations	$	2.57		$	(0.08	)	$	—		$	2.49
Discontinued operations	(0.05		)	(0.01		)	—			(0.06		)
	$	2.52		$	(0.09	)	$	—		$	2.43
Diluted
Continuing operations	$	2.52		$	(0.08	)	$	—		$	2.44
Discontinued operations	(0.05		)	—			—			(0.05		)
	$	2.47		$	(0.08	)	$	—		$	2.39

The following table presents the effect of adopting ASC 606 on our previously reported Condensed Consolidated Statement of Cash Flows (Unaudited) for the two quarters ended December 29, 2017:



	Two Quarters Ended December 29, 2017
	Previously Reported			Effect of Adopting ASC 606			Currently Reported

	(In millions, except shares)
Net income	$	300		$	(10	)	$	290
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles⁽¹⁾	58			—			58
Depreciation and other amortization⁽¹⁾	72			—			72
Share-based compensation	24			—			24
Pension income	(68		)	—			(68		)
(Increase) decrease in:
Accounts receivable	(19		)	5			(14		)
Contract assets	—			(84		)	(84		)
Inventories	(102		)	79			(23		)
Increase (decrease) in:
Accounts payable	(78		)	—			(78		)
Advance payments and unearned income	38			(38		)	—
Contract liabilities	—			47			47
Income taxes	213			3			216
Other	(65		)	(2		)	(67		)
Net cash provided by operating activities	$	373		$	—		$	373

_______________


(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 December 29, 2017.

Accounting Standards Issued But Not Yet Effective

In February 2016, the Financial Accounting Standards Board issued a new lease standard that supersedes existing lease guidance under GAAP. This standard requires, among other things, the recognition of right-of-use assets and liabilities on the balance sheet for most lease arrangements and disclosure of certain information about leasing arrangements. This standard currently allows two transition methods with certain practical expedients available. Companies may elect to use the modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or to initially apply this standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This standard is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018, which for us is our fiscal 2020.

We have developed a project plan to evaluate the impact of this standard and design and implement future processes, tools and controls. The majority of our current lease arrangements are classified as operating leases under existing GAAP lease guidance, and we expect they will continue to be classified as operating leases under the new standard. Although we are continuing to evaluate the impact to our consolidated balance sheet of recognizing right-of-use assets and lease liabilities for the majority of our current lease obligations, which could be material, we do not expect this standard to have a material impact on our results of operations or cash flows. We have not yet made a decision on the transition method, as this determination is primarily dependent on the completion of our evaluation.

Note B — Stock Options and Other Share-Based Compensation

During the two quarters ended December 28, 2018, we had options or other share-based compensation outstanding under two shareholder-approved employee stock incentive plans (“SIPs”), the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010) and the Harris Corporation 2015 Equity Incentive Plan (the “2015 EIP”). Grants of share-based awards after October 23, 2015 were made under our 2015 EIP. We believe that share-based awards more closely align the interests of participants with those of shareholders. Certain share-based awards provide for accelerated vesting if there is a change in control (as defined under our SIPs). The compensation cost related to our share-based awards that was charged against income was $15 million and $29 million for the quarter and two quarters ended December 28, 2018, respectively, and $13 million and $24 million for the quarter and two quarters ended December 29, 2017, respectively.

The aggregate number of shares of our common stock that we issued under the terms of our SIPs, net of shares withheld for tax purposes and inclusive of both continuing and discontinued operations, was 45,739 and 449,692 for the quarter and two quarters ended December 28, 2018, respectively, and 67,717 and 398,932 for the quarter and two quarters ended December 29, 2017, respectively. Awards granted to participants under our 2015 EIP during the quarter ended December 28, 2018 consisted of 3,538 restricted shares and restricted units. There were no stock options or performance units granted during the quarter ended December 28, 2018. Awards granted to participants under our 2015 EIP during the two quarters ended December 28, 2018 consisted of 270,963 stock options, 92,758 restricted shares and restricted units and 135,629 performance units. The fair value as of the grant date of each stock option award was determined using the Black-Scholes-Merton option-pricing model and the following assumptions: expected dividend yield of 1.61 percent; expected volatility of 19.87 percent; risk-free interest rates averaging 2.72 percent; and expected term of 5.03 years. The fair value as of the grant date of each restricted share award and restricted unit award was based on the closing price of our common stock on the grant date. The fair value as of the grant date of each performance unit award was determined based on the fair value from a multifactor Monte Carlo valuation model that simulates our stock price and total shareholder return (“TSR”) relative to companies in our TSR peer group, less a discount to reflect the delay in payments of cash dividend-equivalents that are made only upon vesting.

Note C — Restructuring and Other Exit Costs

We record charges for restructuring and other exit activities related to sales or terminations of product lines, closures or relocations of business activities, changes in management structure and fundamental reorganizations that affect the nature and focus of operations. Such charges include termination benefits, contract termination costs and costs to consolidate facilities or relocate employees. We record these charges at their fair value when incurred. In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we record the expense ratably over the future service period. These charges are included as a component of the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Income (Unaudited).

In the fourth quarter of fiscal 2018, we recorded a $5 million charge for consolidation of certain Exelis Inc. (collectively with its subsidiaries, “Exelis”) facilities initiated in fiscal 2017. This charge is included as a component of the “Engineering, selling and administrative expenses” line item in our Consolidated Statement of Income in our Fiscal 2017-2018 Update 8-K. We had liabilities of $18 million and $27 million at December 28, 2018 and June 29, 2018, respectively, associated with this integration activity and with previous restructuring actions. The majority of the remaining liabilities at December 28, 2018 represent lease obligations associated with exited facilities with remaining terms of five years or less.

Note D — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are summarized below:



	December 28, 2018			June 29, 2018

	(In millions)
Foreign currency translation, net of income taxes of $2 million at December 28, 2018 and June 29, 2018	$	(107	)	$	(99	)
Net unrealized loss on hedging derivatives, net of income taxes of $6 million and $7 million at December 28, 2018 and June 29, 2018, respectively	(19		)	(20		)
Unrecognized postretirement obligations, net of income taxes of $30 million at December 28, 2018 and June 29, 2018	(85		)	(83		)
	$	(211	)	$	(202	)

Accumulated other comprehensive loss at June 29, 2018 reflects a reclassification to retained earnings of $35 million in stranded tax effects as a result of our adoption of an accounting standards update, including $30 million from “Unrecognized postretirement obligations, net of income taxes,” $4 million from “Net unrealized loss on hedging derivatives, net of income taxes” and $1 million from “Foreign currency translation, net of income taxes.” See Note 2: “Accounting Changes or Recent

Accounting Pronouncements” in our Fiscal 2017-2018 Update 8-K for additional information regarding this accounting standards update.

Note E — Receivables

Receivables are summarized below:



	December 28, 2018			June 29, 2018

	(In millions)
Accounts receivable	$	497		$	468
Less allowances for collection losses	(3		)	(2		)
	$	494		$	466

We have a receivables sale agreement (“RSA”) with a third-party financial institution that permits us to sell, on a non-recourse basis, up to $50 million of outstanding receivables at any given time. From time to time, we have sold certain customer receivables under the RSA, which we continue to service and collect on behalf of the third-party financial institution. Receivables sold pursuant to the RSA meet the requirements for sales accounting under ASC 860, Transfers and Servicing, and, accordingly, are derecognized from our Condensed Consolidated Balance Sheet (Unaudited) at the time of sale. Outstanding accounts receivable sold pursuant to the RSA were not material at December 28, 2018 and June 29, 2018. Impairment losses related to receivables from contracts with customers were not material during the quarter or two quarters ended December 28, 2018 or the quarter or two quarters ended December 29, 2017.

Note F — Contract Assets and Contract Liabilities

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. We bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may withhold payment of a small portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue associated with extended product warranties. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period. The increase in contract liabilities in the two quarters ended December 28, 2018 was primarily due to an increase in the receipt of advance payments and the timing of contractual billing milestones. Changes in contract assets and contract liabilities balances during the quarter and two quarters ended December 28, 2018 were not materially impacted by any factors other than those described above.

Contract assets and contract liabilities are summarized below:



	December 28, 2018			June 29, 2018

	(In millions)
Contract assets	$	829		$	782
Contract liabilities, current	(479		)	(372		)
Contract liabilities, non-current⁽¹⁾	(7		)	(7		)
Net contract assets	$	343		$	403

_______________


(1)	Represents the 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).

The components of contract assets are summarized below:



	December 28, 2018			June 29, 2018

	(In millions)
Unbilled contract receivables, gross	$	946		$	881
Progress payments	(117		)	(99		)
	$	829		$	782

Impairment losses related to our contract assets were not material during the two quarters ended December 28, 2018 and December 29, 2017. For the quarter and two quarters ended December 28, 2018, we recognized revenue of $49 million and $207 million, respectively, related to contract liabilities that were outstanding at June 29, 2018. For the quarter and two quarters ended December 29, 2017, we recognized revenue of $53 million and $163 million, respectively, related to contract liabilities that were outstanding at June 30, 2017.

Note G — Inventories

Inventories are summarized below:



	December 28, 2018		June 29, 2018

	(In millions)
Finished products	$	69	$	91
Work in process	128		121
Raw materials and supplies	228		199
	$	425	$	411

Note H — Property, Plant and Equipment

Property, plant and equipment are summarized below:



	December 28, 2018			June 29, 2018

	(In millions)
Land	$	43		$	43
Software capitalized for internal use	171			171
Buildings	625			620
Machinery and equipment	1,394			1,349
	2,233			2,183
Less accumulated depreciation and amortization	(1,332		)	(1,283		)
	$	901		$	900

Depreciation and amortization expense related to property, plant and equipment was $33 million and $68 million for the quarter and two quarters ended December 28, 2018, respectively, and $36 million and $73 million for the quarter and two quarters ended December 29, 2017, respectively.

Note I — Accrued Warranties

Changes in our liability for standard product warranties, which is included as a component of the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited), during the two quarters ended December 28, 2018 were as follows:



	(In millions)
Balance at June 29, 2018	$	24
Warranty provision for sales	9
Settlements	(6		)
Balance at December 28, 2018	$	27

We also sell extended product warranties and recognize revenue from these arrangements over the warranty period. Costs of warranty services under these arrangements are recognized as incurred and are included as a component of the “Contract liabilities” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Deferred revenue associated with extended product warranties was $16 million at December 28, 2018 and June 29, 2018.

Note J — Postretirement Benefit Plans

The following tables provide the components of our net periodic benefit income for our defined benefit plans, including defined benefit pension plans and other postretirement defined benefit plans:



	Quarter Ended December 28, 2018						Two Quarters Ended December 28, 2018
	Pension			Other Benefits			Pension			Other Benefits

	(In millions)
Net periodic benefit income
Service cost	$	9		$	—		$	18		$	—
Interest cost	53			2			105			4
Expected return on plan assets	(96		)	(4		)	(191		)	(8		)
Amortization of net actuarial gain	—			(1		)	—			(3		)
Total net periodic benefit income	$	(34	)	$	(3	)	$	(68	)	$	(7	)



	Quarter Ended December 29, 2017						Two Quarters Ended December 29, 2017
	Pension			Other Benefits			Pension			Other Benefits

	(In millions)
Net periodic benefit income
Service cost	$	9		$	1		$	19		$	1
Interest cost	49			2			97			4
Expected return on plan assets	(92		)	(4		)	(184		)	(8		)
Amortization of net actuarial gain	—			(1		)	—			(1		)
Total net periodic benefit income	$	(34	)	$	(2	)	$	(68	)	$	(4	)

The service cost component of net periodic benefit income is included in the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Income (Unaudited). The non-service cost components of net periodic pension income are included in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited).

We made a $300 million voluntary contribution to our U.S. qualified pension plans in the third quarter of fiscal 2018. As a result of this voluntary contribution as well as a $400 million voluntary contribution made during fiscal 2017, we made no contributions to our U.S. qualified defined benefit pension plans during the quarter and two quarters ended December 28, 2018, and we currently anticipate making no contributions to our U.S. qualified defined benefit pension plans and minor contributions to a non-U.S. pension plan during the remainder of fiscal 2019. We made no contributions to our U.S. qualified defined benefit pension plans during the quarter and two quarters ended December 29, 2017.

The U.S. Salaried Retirement Plan (“U.S. SRP”), a U.S. qualified pension plan, is our largest defined benefit pension plan, with assets valued at $4.6 billion and a projected benefit obligation of $5.2 billion as of June 29, 2018. Effective December 31, 2016, accruals under the U.S. SRP benefit formula were frozen for all employees and replaced with a 1% cash balance benefit formula for certain employees who were not highly compensated on December 31, 2016.

Note K — Income From Continuing Operations Per Share

The computations of income from continuing operations per common share are as follows:



	Quarter Ended					Two Quarters Ended
	December 28, 2018		December 29, 2017			December 28, 2018			December 29, 2017

	(In millions, except per share amounts)
Income from continuing operations	$	225	$	131		$	441		$	296
Adjustments for participating securities outstanding	—		(1		)	(1		)	(1		)
Income from continuing operations used in per basic and diluted common share calculations (A)	$	225	$	130		$	440		$	295

Basic weighted average common shares outstanding (B)	117.7		118.5			117.8			118.8
Impact of dilutive share-based awards	2.3		2.4			2.5			2.3
Diluted weighted average common shares outstanding (C)	120.0		120.9			120.3			121.1
Income from continuing operations per basic common share (A)/(B)	$	1.91	$	1.10		$	3.74		$	2.49
Income from continuing operations per diluted common share (A)/(C)	$	1.88	$	1.08		$	3.66		$	2.44

Potential dilutive common shares primarily consist of employee stock options and restricted and performance unit awards. Income from continuing operations per diluted common share excludes the antidilutive impact of 399,243 and 279,705 weighted average share-based awards outstanding for the quarter and two quarters ended December 28, 2018, respectively, and 222 and 81,496 weighted average share-based awards outstanding for the quarter and two quarters ended December 29, 2017, respectively.

Note L — Income Taxes

On December 22, 2017, H.R.1, also known as the “Tax Cuts and Jobs Act,” was signed into U.S. law (“Tax Act”). Among other provisions, the Tax Act reduced the U.S. statutory corporate income tax rate from a maximum 35 percent to a flat 21 percent, effective January 1, 2018.

Effective Tax Rate

Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 17.0 percent in the quarter ended December 28, 2018 compared with 41.8 percent in the quarter ended December 29, 2017. In the quarter ended December 28, 2018, our effective tax rate benefited from a reduction in the deferred tax liability maintained on the basis differences related to the unremitted foreign earnings and an increase in the research and development (“R&D”) credit, partially offset by an unfavorable impact of the differences in GAAP and tax accounting related to investments. In the quarter ended December 29, 2017, our effective tax rate was impacted by a $58 million ($.48 per diluted share) write-down of existing net deferred tax asset balances based on the lower tax rate and other tax law changes from the Tax Act, a $26 million ($.21 per diluted share) benefit from the impact of our lower fiscal 2018 tax rate, a $22 million ($.18 per diluted share) favorable impact of releasing provisions for uncertain tax positions and the favorable impact of differences in GAAP and tax accounting related to investments.

Our effective tax rate was 16.5 percent in the two quarters ended December 28, 2018 compared with 34.7 percent in the two quarters ended December 29, 2017. In addition to the items noted above for the quarters ended December 28, 2018 and December 29, 2017, our effective tax rate for the two quarters ended December 28, 2018 and December 29, 2017 benefited from the favorable impact of excess tax benefits related to equity-based compensation.

Tax Law Changes

During the quarter ended December 28, 2018, we completed our accounting for the income tax impact of enactment of the Tax Act and there were no material changes from the estimates reported in our Fiscal 2017-2018 Update 8-K.

The Tax Act provides for a one-time transition tax on our post-1986 earnings and profits of foreign subsidiaries (“foreign E&P”) that was previously deferred from U.S. income tax expense. We have determined that we do not owe any one-time transition tax.

We have also completed our evaluation of the U.S. federal corporate income tax impacts of the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income provisions of the Tax Act, and our tax expense includes the impact of these provisions as a period cost in our effective tax rate.

Because of the potential impact of deficit allocations on the tax basis for netted foreign E&P, we are maintaining a deferred tax liability of approximately $19 million in respect of potential cumulative tax basis differences of $88 million. Other than this deferred tax liability, we have not provided for additional income taxes on any remaining undistributed foreign E&P not subject to the transition tax, or any outside tax basis differences inherent in our foreign subsidiaries, because all other amounts continue to be reinvested indefinitely.

Note M — Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value, and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:


•	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.

In certain instances, fair value is estimated using quoted market prices obtained from external pricing services. In obtaining such data from the external pricing services, we have evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value (“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when sufficient evidence indicates NAV is not representative of fair value.

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at December 28, 2018 and June 29, 2018:



	December 28, 2018				June 29, 2018
	Total		Level 1		Total		Level 1

	(In millions)
Assets
Deferred compensation plan assets:⁽¹⁾
Equity and fixed income securities	$	46	$	46	$	46	$	46
Investments measured at NAV:
Equity and fixed income funds	56				63
Corporate-owned life insurance	27				27
Total investments measured at NAV	83				90
Total fair value of deferred compensation plan assets	$	129			$	136

Liabilities
Deferred compensation plan liabilities:⁽²⁾
Equity securities and mutual funds	$	20	$	20	$	38	$	38
Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	132				111
Total fair value of deferred compensation plan liabilities	$	152			$	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.

The following table presents the carrying amounts and estimated fair values of our significant financial instruments that were not measured at fair value (carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of those items):



	December 28, 2018				June 29, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

	(In millions)
Long-term debt (including current portion)⁽¹⁾	$	3,716	$	3,800	$	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.

Note N — Derivative Instruments and Hedging Activities

In the normal course of business, we are exposed to global market risks, including the effect of changes in foreign currency exchange rates. We use derivative instruments to manage our exposure to such risks and formally document all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions. We also may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting. We recognize all derivatives in our Condensed Consolidated Balance Sheet (Unaudited) at fair value. We do not hold or issue derivatives for speculative trading purposes.

At December 28, 2018, we had two open foreign currency forward contracts with an aggregate notional amount of $5 million, one of which had a notional amount of $4 million and was classified as a fair value hedge, and the other had a notional amount of $1 million and was classified as a cash flow hedge. This compares with open foreign currency forward contracts with an aggregate notional amount of $39 million at June 29, 2018, of which $4 million were classified as fair value hedges and $35 million were classified as cash flow hedges. At December 28, 2018, contract expiration dates ranged from 3 days to approximately 3 months with a weighted average contract life of 2 months.

Fair Value Hedges

We use foreign currency forward contracts and options to hedge certain balance sheet items, including foreign currency denominated accounts receivable and inventory. Changes in the value of the derivatives and the related hedged items are reflected in earnings, in the “Cost of product sales and services” line item in our Condensed Consolidated Statement of Income (Unaudited). At December 28, 2018, we had an outstanding foreign currency forward contract denominated in the Canadian Dollar to hedge a certain balance sheet item. The net gains or losses on foreign currency forward contracts designated as fair value hedges were not material in the quarter or two quarters ended December 28, 2018 or in the quarter or two quarters ended December 29, 2017. In addition, no amounts were recognized in earnings in the quarter or two quarters ended December 28, 2018 or in the quarter or two quarters ended December 29, 2017 related to hedged firm commitments that no longer qualify as fair value hedges.

Cash Flow Hedges

We use foreign currency forward contracts and options to hedge off-balance sheet future foreign currency commitments and also have hedged U.S. Dollar payments to suppliers to maintain our anticipated profit margins in our international operations. At December 28, 2018, we had an outstanding foreign currency forward contract denominated in the Euro to hedge a certain forecasted transaction. The net gains or losses from cash flow hedges recognized in earnings or recorded in other comprehensive income, including gains or losses related to hedge ineffectiveness, were not material in the quarter or two quarters ended December 28, 2018 or in the quarter or two quarters ended December 29, 2017.

Note O — Changes in Estimates

Contract Estimates

Under the POC cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a contract requires estimates of the total cost at completion and transaction price and the measurement of progress towards completion. Due to the long-term nature of many of our contracts, developing the estimated total cost at completion and total transaction price often requires judgment. Factors that must be considered in estimating the cost of the work to be completed include the nature and complexity of the work to be performed, subcontractor performance and the risk and impact of delayed performance. Factors that must be considered in estimating the total transaction price include contractual cost or performance incentives (such as incentive fees, award fees and penalties) and other forms of variable consideration as well as our historical experience and expectation for performance on the contract. At the outset of each contract, we gauge its complexity and perceived risks and establish an

estimated total cost at completion in line with these expectations. After establishing the estimated total cost at completion, we follow a standard Estimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. If we successfully retire risks associated with the technical, schedule and cost aspects of a contract, we may lower our estimated total cost at completion commensurate with the retirement of these risks. Conversely, if we are not successful in retiring these risks, we may increase our estimated total cost at completion. Additionally, as the contract progresses, our estimates of total transaction price may increase or decrease if, for example, we receive award fees that are higher or lower than expected. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on operating income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these contracts are fully recognized in the period in which the losses become evident.

Net EAC adjustments resulting from changes in estimates impacted our operating income favorably by $2 million ($.02 per diluted share) and unfavorably by $1 million for the quarter and two quarters ended December 28, 2018, respectively, and unfavorably by $16 million ($11 million after-tax or $.09 per diluted share) and $11 million ($8 million after-tax or $.06 per diluted share) for the quarter and two quarters ended December 29, 2017, respectively. Revenue recognized from performance obligations satisfied in prior periods was $9 million and $16 million for the quarter and two quarters ended December 28, 2018, respectively, and $16 million and $30 million for the quarter and two quarters ended December 29, 2017, respectively.

Income Taxes

See Note L — Income Taxes in these Notes for changes in estimates disclosures associated with our accounting for income taxes.

Note P — Backlog

Backlog, which is the equivalent of our remaining performance obligations, represents the future revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog (i.e., firm orders for which funding is authorized and appropriated) and unfunded backlog. Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite delivery, indefinite quantity contracts.

At December 28, 2018, our ending backlog was $8.0 billion. We expect to recognize approximately half of the revenue associated with this backlog within the next twelve months and the substantial majority of the revenue associated with this backlog within the next 3 years.

Note Q — Business Segment Information

We structure our operations primarily around the products, systems and services we sell and the markets we serve, and we report the financial results of our continuing operations in the following three reportable segments, which are also referred to as our business segments:


•	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.

As discussed in more detail in Note A — Significant Accounting Policies and Recent Accounting Standards in these Notes and in Note 1: “Significant Accounting Policies” and Note 2: “Accounting Changes or Recent Accounting Pronouncements” in our Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K, effective June 30, 2018, we adopted ASC 606 and ASU 2017-07 using the full retrospective method. The historical results, discussion and presentation of our business segments as set forth in our Condensed Consolidated Financial Statements (Unaudited) and these Notes reflect the impact of our adoption of ASC 606 and ASU 2017-07 for all periods presented in order to present all segment information on a comparable basis. The accounting policies of our business segments are the same as those described in Note 1: “Significant Accounting Policies” in our Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K.

We evaluate each segment’s performance based on segment operating income or loss, which we define as profit or loss from operations before income taxes, including pension income and excluding interest income and expense, royalties and related intellectual property expenses, equity method investment income or loss and gains or losses from securities and other investments. Intersegment sales are generally transferred at cost to the buying segment, and the sourcing segment recognizes a profit that is eliminated. The “Corporate eliminations” line item in the table below represents the elimination of intersegment sales. The “Unallocated corporate expense and corporate eliminations” line item in the table below represents the portion of

corporate expenses not allocated to our business segments and the elimination of intersegment profits. The “Pension adjustment” line item in the table below represents the reconciliation of the non-service components of net periodic pension and postretirement benefit costs, which are a component of segment operating income but are included in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited) as a result of our adoption of ASU 2017-07 as discussed in Note A — Significant Accounting Policies and Recent Accounting Standards in these Notes. The non-service components of net periodic pension and postretirement benefit costs include interest cost, expected return on plan assets and amortization of net actuarial gain.

Segment revenue, segment operating income and a reconciliation of segment operating income to total income from continuing operations before income taxes are as follows:



	Quarter Ended						Two Quarters Ended
	December 28, 2018			December 29, 2017			December 28, 2018			December 29, 2017

	(In millions)
Revenue
Communication Systems	$	540		$	492		$	1,009		$	898
Electronic Systems	617			582			1,206			1,123
Space and Intelligence Systems	513			462			1,001			928
Corporate eliminations	(4		)	(1		)	(8		)	(4		)
	$	1,666		$	1,535		$	3,208		$	2,945
Income From Continuing Operations Before Income Taxes
Segment Operating Income:
Communication Systems	$	162		$	145		$	302		$	260
Electronic Systems	117			97			232			206
Space and Intelligence Systems	92			80			178			167
Unallocated corporate expense and corporate eliminations⁽¹⁾	(58		)	(54		)	(99		)	(96		)
Pension adjustment	(46		)	(46		)	(93		)	(92		)
Non-operating income	47			44			94			90
Net interest expense	(43		)	(41		)	(86		)	(82		)
	$	271		$	225		$	528		$	453

_______________

(1)

Unallocated corporate expense and corporate eliminations included: (i) $13 million of L3 Technologies, Inc. (“L3”) merger-related transaction and integration costs for the quarter and two quarters ended December 28, 2018; (ii) a $12 million adjustment for deferred compensation in the quarter and two quarters ended December 29, 2017 and (iii) $26 million and $51 million of expense in the quarter and two quarters ended December 28, 2018, respectively, compared with $25 million and $50 million of expense in the quarter and two quarters ended December 29, 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. Corporate eliminations of intersegment profits were not material in the quarter or two quarters ended December 28, 2018 or the quarter or two quarters ended December 29, 2017.

Disaggregation of Revenue

Communication Systems: Communication Systems operates principally on a “commercial” market-driven business model through which the business segment provides ready-to-ship commercial off-the-shelf products to customers in the U.S. and internationally. Communication Systems revenue is primarily derived from fixed-price contracts and is generally recognized at the point in time when the product is received and accepted by the customer. We disaggregate Communication Systems revenue by geographical region, as we believe this category best depicts how the nature, amount, timing and uncertainty of Communication Systems revenue and cash flows are affected by economic factors:



	Quarter Ended				Two Quarters Ended
	December 28, 2018		December 29, 2017		December 28, 2018		December 29, 2017

	(In millions)
Revenue By Geographical Region
United States	$	299	$	276	$	558	$	484
International	241		216		451		414
	$	540	$	492	$	1,009	$	898

Electronic Systems: Electronic Systems revenue is primarily derived from U.S. Government development and production contracts and is generally recognized over time using the POC cost-to-cost method. We disaggregate Electronic Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Electronic Systems revenue and cash flows are affected by economic factors:



	Quarter Ended				Two Quarters Ended
	December 28, 2018		December 29, 2017		December 28, 2018		December 29, 2017

	(In millions)
Revenue By Customer Relationship
Prime contractor	$	399	$	410	$	793	$	808
Subcontractor	218		172		413		315
	$	617	$	582	$	1,206	$	1,123
Revenue By Contract Type
Fixed-price⁽¹⁾	$	508	$	463	$	986	$	885
Cost-reimbursable	109		119		220		238
	$	617	$	582	$	1,206	$	1,123
Revenue By Geographical Region
United States	$	486	$	464	$	964	$	890
International	131		118		242		233
	$	617	$	582	$	1,206	$	1,123

_______________


(1)	Includes revenue derived from time-and-materials contracts.

Space and Intelligence Systems: Space and Intelligence Systems revenue is primarily derived from U.S. Government development and production contracts and is generally recognized over time using the POC cost-to-cost method. We disaggregate Space and Intelligence Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Space and Intelligence Systems revenue and cash flows are affected by economic factors:



	Quarter Ended				Two Quarters Ended
	December 28, 2018		December 29, 2017		December 28, 2018		December 29, 2017

	(In millions)
Revenue By Customer Relationship
Prime contractor	$	362	$	329	$	714	$	663
Subcontractor	151		133		287		265
	$	513	$	462	$	1,001	$	928
Revenue By Contract Type
Fixed-price⁽¹⁾	$	188	$	120	$	360	$	243
Cost-reimbursable	325		342		641		685
	$	513	$	462	$	1,001	$	928
Revenue By Geographical Region
United States	$	500	$	446	$	976	$	898
International	13		16		25		30
	$	513	$	462	$	1,001	$	928

_______________


(1)	Includes revenue derived from time-and-materials contracts.

Total assets by business segment are summarized below:



	December 28, 2018		June 29, 2018

	(In millions)
Total Assets
Communication Systems	$	1,578	$	1,567
Electronic Systems	4,196		4,174
Space and Intelligence Systems	2,242		2,193
Corporate⁽¹⁾	1,836		1,917
	$	9,852	$	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 benefited the entire Company as opposed to any individual segment. Exelis identifiable intangible asset balances recorded as Corporate assets were $923 million and $974 million at December 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.

Note R — Legal Proceedings and Contingencies

From time to time, as a normal incident of the nature and kind of businesses in which we are or were engaged, various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or related to matters, including but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; strategic acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At December 28, 2018, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavora

Closing Price ($)	Shares Out (MM)	Market Cap ($MM)
$165.20	118	$19,470

10-Q	2018-12-28	Quarter: 2018-12-28
10-Q	2018-09-28	Quarter: 2018-09-28
10-K	2018-06-29	Annual: 2018-06-29
10-Q	2018-03-30	Quarter: 2018-03-30
10-Q	2017-12-29	Quarter: 2017-12-29
10-Q	2017-09-29	Quarter: 2017-09-29
10-K	2017-06-30	Annual: 2017-06-30
10-Q	2017-03-31	Quarter: 2017-03-31
10-Q	2016-12-30	Quarter: 2016-12-30
10-Q	2016-09-30	Quarter: 2016-09-30
10-K	2016-07-01	Annual: 2016-07-01
10-Q	2016-04-01	Quarter: 2016-04-01
10-Q	2016-01-01	Quarter: 2016-01-01

8-K	2019-01-29	Earnings, Regulation FD, Exhibits
8-K	2019-01-11	Other Events
8-K	2018-12-13	Other Events, Exhibits
8-K	2018-12-10	Other Events
8-K	2018-10-26	Shareholder Vote
8-K	2018-10-15	Earnings, Regulation FD, Other Events, Exhibits
8-K	2018-10-12	Enter Agreement, Officers, Exhibits
8-K	2018-08-30	Officers, Amend Bylaw, Exhibits
8-K	2018-07-31	Earnings, Regulation FD, Exhibits
8-K	2018-06-28	Enter Agreement, Leave Agreement, Off-BS Arrangement, Exhibits
8-K	2018-06-25	Other Events
8-K	2018-06-04	Other Events, Exhibits
8-K	2018-05-30	Amend Bylaw, Exhibits
8-K	2018-05-29	Other Events, Exhibits
8-K	2018-05-24	Other Events
8-K	2018-05-02	Earnings, Regulation FD, Exhibits
8-K	2018-04-27	Officers, Exhibits
8-K	2018-02-27	Other Events, Exhibits
8-K	2018-01-30	Earnings, Regulation FD, Exhibits

ASML	Asml Holding Nv
OC	Owens Corning
WSO	Watsco
BWXT	BWX Technologies
KMT	Kennametal
HOLI	Hollysys Automation Technologies
RTEC	Rudolph Technologies
CYD	China Yuchai
SCX	LS Starrett
HPJ	Highpower International

EX-10.A	exhibit10a_ceoxsidexletter.htm
EX-12	exhibit122qfy19.htm
EX-15	exhibit152qfy19.htm
EX-31.1	exhibit3112qfy19.htm
EX-31.2	exhibit3122qfy19.htm
EX-32.1	exhibit3212qfy19.htm
EX-32.2	exhibit3222qfy19.htm