Exhibits
This Annual Report on
Form 10-K
contains trademarks, service marks and registered marks of
Harris Corporation and its subsidiaries. HD
Radio®
is a registered trademark of iBiquity Digital Corporation LLC.
Bluetooth®
is a registered trademark of Bluetooth SIG, Inc. All other
trademarks are the property of their respective owners.
Cautionary
Statement Regarding Forward-Looking Statements
This Annual Report on
Form 10-K
(this “Report”), including “Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” contains forward-looking
statements that involve risks and uncertainties, as well as
assumptions that, if they do not materialize or prove correct,
could cause our results to differ materially from those
expressed in or implied by such forward-looking statements. All
statements other than statements of historical fact are
statements that could be deemed forward-looking statements,
including, but not limited to, statements concerning: our plans,
strategies and objectives for future operations; new products,
services or developments; future economic conditions,
performance or outlook; the outcome of contingencies; the
potential level of share repurchases; the value of our contract
awards and programs; expected cash flows or capital
expenditures; our beliefs or expectations; activities, events or
developments that we intend, expect, project, believe or
anticipate will or may occur in the future; and assumptions
underlying any of the foregoing. Forward-looking statements may
be identified by their use of forward-looking terminology, such
as “believes,” “expects,” “may,”
“should,” “would,” “will,”
“intends,” “plans,” “estimates,”
“anticipates,” “projects” and similar words
or expressions. You should not place undue reliance on these
forward-looking statements, which reflect our management’s
opinions only as of the date of the filing of this Report and
are not guarantees of future performance or actual results.
Factors that might cause our results to differ materially from
those expressed in or implied by these forward-looking
statements include, but are not limited to, those discussed in
“Item 1A. Risk Factors” of this Report. All
forward-looking
statements are qualified by, and should be read in conjunction
with, those risk factors.
Forward-looking
statements are made in reliance upon the safe harbor provisions
of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and we undertake no obligation, other than imposed
by law, to update
forward-looking
statements to reflect further developments or information
obtained after the date of filing of this Report or, in the case
of any document incorporated by reference, the date of that
document, and disclaim any obligation to do so.
HARRIS
Harris Corporation, together with its subsidiaries, is an
international communications and information technology company
serving government and commercial markets in more than 150
countries. We are dedicated to developing
best-in-class
assured
communications®
products, systems and services for global markets, including RF
communications, government communications and broadcast
communications.
Harris Corporation was incorporated in Delaware in 1926 as the
successor to three companies founded in the 1890s. Our principal
executive offices are located at 1025 West NASA Boulevard,
Melbourne, Florida 32919, and our telephone number is
(321) 727-9100.
Our common stock is listed on the New York Stock Exchange under
the symbol “HRS.” On July 2, 2010, we employed
approximately 15,800 people. Unless the context otherwise
requires, the terms “we,” “our,”
“us,” “Company” and “Harris” as
used in this Report refer to Harris Corporation and its
subsidiaries.
General
We structure our operations primarily around the products and
services we sell and the markets we serve, and we report our
financial results in the following three business segments:
In the fourth quarter of fiscal 2009, in connection with the
May 27, 2009 spin-off (the “Spin-off”) in the
form of a taxable pro rata dividend to our shareholders of all
the shares of Harris Stratex Networks, Inc. (now known as Aviat
Networks, Inc.) (“HSTX”) common stock owned by us, we
eliminated as a reporting segment our former HSTX segment.
Accordingly, our historical financial results have been restated
to account for HSTX as discontinued operations for all periods
presented in this Report, and unless otherwise specified,
disclosures in this Report relate
solely to our continuing operations. For additional information
regarding discontinued operations, see Note 3:
Discontinued Operations in the Notes to Consolidated
Financial Statements in this Report (the “Notes”).
Financial information with respect to all of our other
activities, including corporate costs not allocated to the
business segments or discontinued operations, is reported as
part of the “Unallocated corporate expense” or
“Non-operating
income (loss)” line items in our Consolidated Financial
Statements.
Recent
Acquisitions
Acquisition of Patriot Technologies, LLC. On
November 16, 2009, we acquired Patriot Technologies, LLC
(“Patriot”), which was privately held and had about
100 employees. Patriot is a leading provider of Department
of Veterans Affairs (“VA”) healthcare information
technology (“IT”), imaging and enterprise software
solutions. We report Patriot within our Government
Communications Systems segment. The acquisition of Patriot
expanded our position as a leading provider of integrated and
interoperable healthcare IT solutions for the
U.S. Government market. Additionally, we believe the
acquisition further positions us for providing a comprehensive
solution addressing the national priority of integrating the VA
and Military Health Systems.
Acquisition of SignaCert, Inc. On May 28,
2010, we acquired privately held SignaCert, Inc.
(“SignaCert”), a leading provider of IT compliance
solutions that form the foundation for software supply chain
assurance. We report SignaCert within our Government
Communications Systems segment. The acquisition of SignaCert
expanded our position as a leading provider of cyber solutions
for U.S. Government and commercial customers, strengthened
our cyber leadership team, brings discriminating technology to
our cyber portfolio and better positions us to provide trusted,
comprehensive solutions that address the national priority of
enhancing critical cyber infrastructure.
Subsequent
Event — Acquisition of CapRock
On July 30, 2010, after the end of our fiscal 2010, we
acquired privately held CapRock Holdings, Inc. and its
subsidiaries, including CapRock Communications, Inc.
(collectively, “CapRock”), a global provider of
mission-critical
managed satellite communications services for the government,
energy and maritime markets. CapRock’s highly reliable
solutions include broadband Internet access, voice over Internet
Protocol (“VOIP”) telephony, wideband networking and
real-time video, delivered to nearly 2,000 customer sites around
the world, including many very harsh and remote locations, by
leveraging
best-of-breed
partnerships, technical expertise and its robust global
infrastructure that includes four self-owned and operated
teleports and eleven regional support centers across North
America, Central and South America, Europe, West Africa and Asia
Pacific. The purchase price for CapRock was $525 million in
cash, subject to possible post-closing upward or downward
adjustment. We will report CapRock within our Government
Communications Systems segment. The acquisition of CapRock
increased the breadth of our assured
communications®
capabilities while enabling us to enter new vertical markets and
increase our international presence.
Financial
Information About Our Business Segments
Financial information with respect to our business segments,
including revenue, operating income or loss and total assets,
and with respect to our operations outside the United States, is
contained in Note 25: Business Segments in the Notes
and is incorporated herein by reference.
Description
of Business by Segment
RF
Communications
RF Communications is a global supplier of secure tactical radio
communications and embedded high-grade encryption solutions for
military and government organizations and also of secure
communications systems and equipment for public safety, utility
and transportation markets. RF Communications is comprised of
our (i) Tactical Radio Communications and (ii) Public
Safety and Professional Communications businesses.
Tactical Radio Communications: We design,
develop and manufacture a comprehensive line of secure radio
communications products and systems for manpack, handheld,
soldier-worn, vehicular, strategic fixed-site and shipboard
applications that operate in various radio frequency
bands — high-frequency (“HF”), very
high-frequency (“VHF”) and ultra high-frequency
(“UHF”) — over satellite communications
(“SATCOM”) and in multiband mode. These radio systems
are highly flexible, interoperable and capable of supporting
diverse mission requirements. Our
Falcon®
family of tactical radios is built on a software-defined radio
platform that is reprogrammable to add features or software
upgrades. Our Falcon radios also have the highest grade embedded
encryption and provide highly mobile, secure and reliable
network communications capability without relying on a fixed
infrastructure. This capability allows warfighters, for example,
to remain connected with each other, their command structures
and
support organizations, and gives them the ability to communicate
information and maintain situational awareness of both friendly
and opposing forces, which are critical to both the safety and
success of their missions.
Unlike many of our competitors in the U.S. Government
market, we operate this business on a “commercial”
customer and market-driven business model, as opposed to a
government programs-driven business model. This means that we
anticipate market needs, invest our internal research and
development resources, build to our internal forecast, and
provide
ready-to-ship,
commercial,
off-the-shelf
(“COTS”) products to customers more quickly than
customers can typically obtain similar products under
government-funded programs.
Our Falcon
III®
family of radios is the next generation of multiband,
multi-mission tactical radios, which supports the
U.S. military’s Joint Tactical Radio System
(“JTRS”) requirements as well as network-centric
operations worldwide. Our Falcon III radios address the
full range of current mission and interoperability requirements
and are fully upgradeable to address changing technical
standards and mission requirements of the future. Advances in
our Falcon III radios include extended frequency range,
significant reductions in weight and size compared with previous
generations and programmable encryption.
Our Falcon III multiband handheld radio, the AN/PRC-152(C)
(“152C”), is the world’s most widely deployed
JTRS-approved software-defined handheld radio and was our first
Falcon III radio to be fielded. We have successfully
fielded more than 100,000 152Cs, which are widely fielded by all
branches of the U.S. Department of Defense
(“DoD”), many allies worldwide and U.S. Federal
agencies. The 152C offers users a wide range of capabilities,
such as legacy Single Channel Ground and Airborne System
(“SINCGARS”) interoperability; UHF
ground-to-ground
line-of-sight
communications; close-air support; tactical SATCOM; and the
Association of Public Safety Communications
Officials — International (“APCO”) P25
waveform to provide direct communications with first responders.
The 152C also serves as the handheld-based transceiver of our
Falcon III AN/VRC-110, a
high-performance,
multiband vehicular system that offers the added feature of easy
vehicle dismount — a
“grab-and-go”
feature that delivers continuous communications when removed
from the vehicle, an important capability in urban environments.
Our Falcon III multiband manpack radio, the AN/PRC-117G
(“117G”), is the first JTRS Software Communications
Architecture (“JTRS SCA”)-certified and National
Security Agency (“NSA”) Type-1 certified manpack radio
system providing wideband networking capability, enabling the
transition to a networked battlefield communications environment
and high-bandwidth applications such as streaming video,
simultaneous voice and data feeds, collaborative chat, and
connectivity to secure networks (“SIPRNet”). The
117G’s wideband network access capabilities give
warfighters and field commanders critical real-time information.
The 117G has been deployed to all branches of the DoD and is
being used in a wide variety of ground, vehicular and airborne
applications, including intelligence, surveillance and
reconnaissance (“ISR”). The radio offers an extended
frequency range of 30 megahertz to 2 gigahertz. The 117G
includes a Remote Operated Video Enhanced Receiver
(“ROVER”) interoperable mode that provides warfighters
on the battlefield with the ability to receive live video
directly from unmanned aerial vehicles (“UAVs”). This
capability allows users to receive video feeds directly from
UAVs without an intermediary or having to pass that information
from a base station. In fiscal 2010, we announced the
development of new mission modules that can be integrated with
new and already fielded 117Gs to provide greater flexibility and
mission-specific customization of the radios. The modules enable
users to add to the 117G, quickly, seamlessly, selectively and
on an as-needed basis, advanced capabilities and expanded
functions such as a second wideband radio channel, an HF radio
channel or an ISR module. The modules also are a “future
focused” solution designed to keep pace with changing
technologies in tactical communications, allowing integration
into the 117G of newly developed capabilities to address future
requirements.
Our cryptographic solutions encompass NSA-certified products and
systems that range from single integrated circuits to major
communications systems, including our
Sierra®
and
Citadel®
embedded encryption solutions and our SecNet
11®
and SecNet
54tm
Internet Protocol (“IP”) communications families of
communications security (“COMSEC”) terminals.
In the international market, our tactical radios are the
standard of NATO and Partnership for Peace countries and are
sold to more than 100 countries through our strong, longstanding
international distribution channels consisting of regional sales
offices and a broad dealer network. International tactical radio
demand is being driven by continuing tactical communications
modernization and standardization programs to provide more
sophisticated communications capabilities to address traditional
and emerging threats and to provide interoperability. In fiscal
2010, we received tactical radio orders from,
and/or made
deliveries to, a wide range of international customers,
including Australia, Ethiopia, Iraq, Mexico, Pakistan, Saudi
Arabia, Sweden and Yemen, as well as other countries in the
Middle East and Central Asia. Additionally, we are providing
integrated communications systems for the international market.
Our integrated systems offerings are largely based on our
products, but include other
companies’ products, as well as a wide variety of
applications, in order to implement integrated command, control,
communications, computers, intelligence, surveillance and
reconnaissance (“C4ISR”) systems for many different
types of platforms, including command post and transit case
systems, vehicular and shelter communications systems and
specialized airborne applications, which are frequently used in
border security and surveillance systems.
Public Safety and Professional
Communications: We supply assured
communications®
systems and equipment for public safety, federal, utility,
commercial and transportation markets, with products ranging
from complete
end-to-end
wireless network infrastructure solutions, including advanced IP
voice and data networks, that support multiple platforms and
provide interoperability among disparate systems, to portable
and mobile single-band and multiband radios, to public
safety-grade broadband video and data solutions. On May 29,
2009, we acquired substantially all of the assets of the Tyco
Electronics wireless systems business (“Wireless
Systems”) (formerly known as M/A-COM). Our acquisition of
Wireless Systems served to form our Public Safety and
Professional Communications business. This business has more
than 80 years of experience and supports over 500 systems
around the world.
As part of our business of designing, building, distributing,
maintaining and supplying wireless communications systems, we
offer our Voice, Interoperability, Data and Access
(“VIDA”) network solution — a unique,
cost-effective
IP-based
network that is flexible, responsive, expandable and easily
upgradeable, and that supports a full line of communications
systems, including
OpenSky®,
NetworkFirst,
P25IP and
Enhanced Digital Access Communication System
(“EDACS”), allowing seamless interconnection of
diverse systems. Our VIDA network solutions currently serve as
the backbone in some of the largest and most advanced statewide
and regional communications networks in North America, including
the Commonwealth of Pennsylvania and State of Florida.
In addition to a full range of single-band land mobile radio
terminals, we offer our
Unitytm
family of multiband radios, including the Unity XG-100P handheld
radio and the new Unity XG-100M full-spectrum mobile radio. Our
Unity multiband radios cover all public safety frequency bands
in a single radio; operate on APCO P25 conventional and trunked
systems; are backwards compatible with analog FM systems; and
include advanced capabilities, such as an internal Global
Positioning System (“GPS”) receiver for situational
awareness, internal secure
Bluetooth®
wireless technology, and background noise suppression features.
They also include true software-defined radio architecture that
allows flexibility for future growth, including a software-only
upgrade to APCO P25 Phase 2, the next-generation emerging
standard for mission-critical communications. Our Unity
radios’ multiband, multi-mode capabilities enable a single
radio to communicate with multiple organizations, jurisdictions
and agencies operating on different frequencies and systems,
thus providing a significant improvement over most current radio
systems for U.S. public safety, which are not interoperable
and thus require users to carry multiple radios or route
transmissions through ad-hoc network bridges, often configured
at the time of an emergency, and creating instances where
agencies responding to a common incident cannot talk to each
other.
Revenue, Operating Income and Backlog: Revenue
for the RF Communications segment increased 17 percent to
$2,067 million in fiscal 2010 compared with
$1,761 million in fiscal 2009, and was $1,507 million
in fiscal 2008. Segment operating income increased
24 percent to $707.4 million in fiscal 2010 compared
with $571.5 million in fiscal 2009, and was
$525.5 million in fiscal 2008. The RF Communications
segment contributed 40 percent of our total revenue in
fiscal 2010 compared with 35 percent in fiscal 2009 and
32 percent in fiscal 2008. The percentage of this
segment’s revenue that was derived outside of the United
States was 20 percent in fiscal 2010 compared with
39 percent in fiscal 2009 and 27 percent in fiscal
2008. U.S. Government customers, including the DoD and
intelligence and civilian agencies, as well as foreign military
sales through the U.S. Government, whether directly or
through prime contractors, accounted for approximately
66 percent of this segment’s total revenue in fiscal
2010 compared with approximately 79 percent in fiscal 2009
and 82 percent in fiscal 2008. For a general description of
our U.S. Government contracts and subcontracts, including a
discussion of revenue generated from
cost-reimbursement
versus fixed-price contracts, see “Item 1.
Business — Principal Customers; Government
Contracts” of this Report.
In general, this segment’s domestic products are sold and
serviced directly to customers through its sales organization
and through established distribution channels. Internationally,
this segment markets and sells its products and services through
regional sales offices and established distribution channels.
See “Item 1. Business — International
Business” of this Report.
The funded backlog of unfilled orders for this segment was
$1,764 million at July 2, 2010 compared with
$922 million at July 3, 2009 and $982 million at
June 27, 2008. We expect to fill approximately
79 percent of this funded backlog during fiscal 2011, but
we can give no assurance of such fulfillment. Additional
information regarding funded backlog is provided under
“Item 1. Business — Funded and Unfunded
Backlog” of this Report. For a discussion of certain risks
affecting this segment, including risks relating to our
U.S. Government contracts
and subcontracts, see “Item 1. Business —
Principal Customers; Government Contracts,”
“Item 1A. Risk Factors” and “Item 3.
Legal Proceedings” of this Report.
Government
Communications Systems
Government Communications Systems conducts advanced research
studies and produces, integrates and supports highly reliable,
net-centric communications and information technology that solve
the mission-critical challenges of our defense, intelligence and
civilian U.S. Government customers, and is comprised of our
(i) Defense Programs, (ii) National Intelligence
Programs, (iii) Civil Programs and (iv) IT Services
businesses. Also, as described under “Item 1.
Business — Subsequent Event — Acquisition of
CapRock” of this Report, on July 30, 2010, we acquired
CapRock, which we will report within our Government
Communications Systems segment.
Defense Programs: We develop, supply and
integrate communications and information processing products,
systems and networks for a diverse base of aerospace,
terrestrial and maritime applications supporting DoD missions,
and we are committed to delivering leading-edge technologies
that support the military’s ongoing transformation to
network-centric communications. Our technologies are providing
advanced mobile wideband networking capabilities to assure
timely and secure network-centric capabilities across strategic,
operational and tactical boundaries in support of the DoD’s
full spectrum of warfighting, intelligence and logistics
missions. Our major technology capabilities include SATCOM
terminals for transportable ground, fixed-site and shipboard
applications; flat-panel and phased-array antennas; aviation
electronics for military jets and helicopters, including radios,
digital maps, modems, sensors, data buses, fiber optics and
microelectronics; high-speed data links and data networks for
wireless communications and smart weapons; and advanced ground
control systems.
For example, our mobile ad hoc networking capability allows the
military to take its communications infrastructure with it,
creating mobile, self-forming and self-healing networks across
the battlefield. Our Highband Networking
Radiotm
(“HNR”) provides secure, wireless, high-bandwidth (30
megabits per second),
on-the-move
communications among users of widely dispersed local area
networks (“LANs”) by establishing
line-of-sight
connectivity using a Harris-developed waveform that
automatically selects the best communications path available,
allowing seamless communication of voice, video and data to all
levels of command. We announced in fiscal 2009 that our HNR
system was deployed to the U.S. Army 101st Airborne
Division (Air Assault) 2nd Brigade Combat Team in Iraq,
which was the first combat deployment of the HNR system. In
fiscal 2010, we were awarded a contract to provide HNRs to form
the communications backbone of the U.S. Army’s new
Integrated Air and Missile Defense Battle Command System
(“IBCS”). We also are currently producing and
delivering HNRs under a Warfighter Information Network-Tactical
(“WIN-T”) Increment 2 low-rate initial production
(“LRIP”) contract. HNRs provide the first-ever use of
directive beam technology to achieve higher throughput over
longer distances in a robust, self-forming and self-healing
directional mesh network.
Examples of ongoing programs for us include the following:
National Intelligence Programs: A significant
portion of this business involves classified programs. While
classified programs generally are not discussed in this Report,
the operating results relating to classified programs are
included in our Consolidated Financial Statements. We believe
that the business risks associated with those programs do not
differ materially from the business risks of other
U.S. Government programs.
We are a major developer, supplier and integrator of
communications and information processing products, systems and
networks for a diverse base of U.S. Intelligence Community
programs, and we support the ongoing transformation of the
Intelligence Community into a more collaborative enterprise.
Serving primarily national intelligence and security agency
customers, including NSA and the National
Geospatial-Intelligence Agency (“NGA”), we provide ISR
solutions that improve situational awareness, data collection
accuracy and product analysis by correlating near real-time
mission data and intelligence reference data for display and
analysis by strategic and tactical planners and decision makers.
Our ISR systems help to integrate information across the analyst
workflow, accelerating the movement of information that has been
collected and processed. We strive to produce innovative ISR
solutions that provide our customers with information dominance
for battle-space superiority.
For example, our image processing capabilities extend from
algorithm development through delivery of operations systems,
and we are providing advanced image exploitation and
dissemination solutions for ISR applications by advancing image
processing, image data fusion, display technologies and digital
product generation techniques. Those technologies range from new
techniques for merging and displaying imagery to automated
techniques for image screening, cueing and remote visualization.
Also, our mapping and visualization capabilities provide
complete, accurate and timely knowledge about the threat, the
terrain, the status and the location of single or multiple
opposing and friendly forces and their support by utilizing
data, pictures, voice and video drawn from vast storage banks or
from real-time input which can be transmitted around the world
in fractions of a second. In addition, we have industry-leading
capabilities in the architecture, design and development of
highly specialized satellite antennas, structures, phased arrays
and on-board processors, which are used to enable
next-generation satellite systems to provide the
U.S. military and intelligence communities with strategic
and tactical advantages. We are also a leader in the design and
development of antenna and reflector technologies for commercial
space telecommunications applications. Further, our capabilities
include developing and supplying
state-of-the-art
wireless voice and data products and solutions, including
surveillance and tracking equipment, spanning vehicular,
man-portable,
airborne and system-level applications for the
U.S. Intelligence Community and law enforcement community.
During fiscal 2010, we were awarded a number of new contracts
and follow-on contracts under classified programs. We also have
expanded our capabilities and customer footprint in the cyber
security market through our acquisition of Crucial Security,
Inc. (“Crucial”) in fiscal 2009. Crucial offers an
array of mission-enabling engineering solutions that address
both offensive and defensive IT security challenges, providing
critical support to Federal law enforcement and other
U.S. Government agencies.
Civil Programs: We provide highly reliable,
mission-critical communications and information processing
systems that meet the most demanding needs of customers in the
U.S. civilian Federal market, including the Federal
Aviation Administration (“FAA”), Census Bureau,
National Oceanic and Atmospheric Administration
(“NOAA”) and Department of Health and Human Services
(“HHS”). We use our ability to implement and manage
large, complex programs that integrate secure, advanced
communications and information processing technologies in order
to improve productivity and information processing and to
achieve cost savings for our customers. Our networks and
information systems for large-scale, geographically dispersed
enterprises offer advanced capabilities for collecting,
processing, analyzing, interpreting, displaying, distributing,
storing and retrieving data. We are a leader in satellite ground
data processing and mission
command-and-control
(“C2”) systems. Our ground data processing systems
consist of complex suites of hardware and software that receive
sensor data from satellites, turning it into useable
information. Our C2 systems feature COTS design and high levels
of flexibility, are designed for government and commercial
applications, and support single-satellite missions as well as
some of the largest and most complex satellite fleets deployed.
For example, we are the prime contractor under a
15-year
contract, awarded in July 2002 that is potentially worth
$3.5 billion, for the FAA Telecommunications Infrastructure
(“FTI”) program to integrate, modernize, operate and
maintain the communications infrastructure for the U.S. air
traffic control system. FTI is a modern, secure and efficient
network providing voice, data and video communications deployed
at more than 4,500 FAA sites across the U.S., to enhance network
efficiency, reliability and security and improve service while
reducing operating costs. We designed and deployed the FTI
network and it is fully operational. The FTI network consists of
the Operations Network, the Mission Support Network, the
Satellite Network and the Microwave Network. The supporting
infrastructure includes the Network Operations Control Centers
(“NOCCs”) and Security Operations Control Centers
(“SOCCs”). The FTI program has completed its equipment
build-out phase and is transitioning to its telecommunication
services and maintenance phase. In addition to being the prime
contractor and system architect for the FTI program, other FAA
programs we have developed include: the Weather and Radar
Processor, a weather system serving the en-route air traffic
control environment; OASIS, which provided integrated weather
briefing and flight planning capabilities for preflight weather
briefings and in-flight updates; the Voice Switching and Control
System, which provides the critical
air-to-ground
communications links between en-route aircraft and air traffic
controllers throughout the continental United States; and the
satellite-based Alaskan National Airspace System
(“NAS”) Interfacility Communications System. In the
fourth quarter of fiscal 2010, we were awarded a six-year
contract, potentially worth $97 million, with the FAA for
the Weather and Radar Maintenance and Sustainment
Services II program, the scope of which includes software
maintenance releases, depot support,
on-site
field support and engineering services at 22 operational FAA
facilities in the U.S. Our acquisition in the fourth
quarter of fiscal 2009 of the Air Traffic Control business unit
(“SolaCom ATC”) of SolaCom Technologies, Inc. provided
us with an immediate ability to address additional segments of
the air traffic control voice/data systems market and we believe
further positioned us to support the FAA’s anticipated Next
Generation Air Transportation System (“NextGen”)
program.
Under the U.S. Census Bureau’s Field Data Collection
Automation (“FDCA”) program, awarded to us during
fiscal 2006 in support of the 2010 census, we are the prime
contractor responsible for integrating multiple automated
systems. The FDCA program is nearing completion.
In the fourth quarter of fiscal 2009, we were awarded a ten-year
contract, potentially worth $736 million, to provide a
complete,
end-to-end
solution for NOAA’s Geostationary Operational Environmental
Satellite — Series R Ground Segment (“GOES-R
GS”) program, under which we will design, develop, deploy
and operate the ground segment system, which will receive and
process satellite data and generate and distribute weather data
to more than 10,000 direct users. We will also provide the
command and control of operational satellites under the GOES-R
GS program. Following the close of the fourth quarter of fiscal
2010, we were awarded a ten-year contract, potentially worth
$130 million, to supply antennas and control systems for
NOAA’s Geostationary Operational Environmental
Satellite — Series R (“GOES-R”)
program. The antennas will provide communications links for
command, telemetry and sensor data, as well as the
communications link to direct data users. The new antennas will
operate with next-generation GOES-R satellites and will be
compatible with existing GOES-N through GOES-P satellites.
In our Healthcare Solutions business, we are continuing to focus
on delivering standards-based interoperable healthcare solutions
for government and commercial clients with security, privacy and
patients in control of how their information is shared. For
example, we are developing and integrating, under a contract
from HHS, an
open-source
National Health Information Network (“NHIN”) CONNECT
Gateway solution designed to enable seamless health information
sharing among multiple Federal agencies and regional healthcare
providers. We are developing a multi-hospital military health
network with image-sharing capabilities under the DoD Military
Health System global Healthcare Artifact and Image Management
Solution (“HAIMS”) program. As described under
“Item 1. Business — Recent
Acquisitions” of this Report, we acquired Patriot during
the second quarter of fiscal 2010. In the third quarter of
fiscal 2010, we were awarded a three-year contract, potentially
worth $72 million, from the VA for further improvements to
the complex billing and collection activities of the VA, one of
the largest healthcare delivery organizations in the world with
21 networks and 170 medical centers nationwide. We were awarded
the contract after successfully implementing a pilot project for
the VA’s Mid-Atlantic region.
In our Cyber Integrated Solutions business, we announced in
fiscal 2010 that we are establishing the Harris Cyber
Integration Center, which we believe can leverage our extensive
cyber capabilities to address the evolving critical cyber
infrastructure challenges of our government and commercial
customers through a unique managed hosting service in a trusted
environment. The Harris Cyber Integration Center will provide an
integrated offering of infrastructure, managed security and
tailored applications and services — all provided as a
secure, trusted total solution. The center will feature a
trusted technology infrastructure, including a tested and
accredited environment, supply chain integrity and advanced
persistent threat deterrence. Additionally, the center will
offer industry-tailored applications and services on a tiered
structure, providing both flexibility of service and superior
value. The new Harris Cyber Integration Center will be located
in a 140,000-square-foot facility in Harrisonburg, Virginia that
we acquired in fiscal 2010. We expect the center to be fully
operational in early calendar 2011. Also in fiscal 2010, we
acquired SignaCert as described under “Item 1.
Business — Recent Acquisitions” of this Report.
SignaCert’s IT compliance solutions combine powerful change
detection capabilities with custom and commercial software
whitelists — lists of software that are deemed safe
and approved for a customer’s network. As an industry
leader in cyber security, we have been using
state-of-the-art
technology assessment techniques and architecture engineering
for decades to define and operate secure networks supporting
nationally critical programs. We currently support three of the
nation’s largest secure, mission-critical networks:
(i) the FTI program network, (ii) the global
communications and information systems (“Patriot”)
program network for the National Reconnaissance Office
(“NRO”), and (iii) the Navy/Marine Corps Intranet
(“NMCI”) program network. Our technology,
countermeasures and monitoring capabilities safeguard vital
information systems that support the critical missions of
U.S. military, intelligence and Federal law enforcement
customers.
IT Services: We provide
end-to-end
solutions in mission-critical IT transformation, managed
solutions and information assurance. With over 3,000
professionals performing to the highest industry standards at
locations worldwide, we offer demonstrated past performance,
proven technical expertise and innovative solutions in
supporting large-scale IT programs that encompass the full
technology lifecycle, including network design, deployment,
operations and ongoing support. Our distributed workforce,
present in all 50 states, and extensive experience in
performance-based contracting and managed IT services, are key
factors in delivering results to our defense, intelligence,
homeland security, civil and commercial customers.
Our IT transformation solutions use a holistic approach built on
proven methodologies to design, implement and manage
enterprise-wide architectures that align IT goals with
customers’ business and mission goals. Our standards-based,
repeatable IT transformation solutions unify, streamline and
modernize unwieldy and disparate networks and systems across
distributed environments, resulting in highly simplified,
flexible, secure and manageable network infrastructures.
Our managed services solutions include outsourced staffing and
infrastructure, sustained by comprehensive operations and
maintenance offerings, and are based on a flexible, scalable and
repeatable service level agreement (“SLA”)
performance-driven business model, frequently in a fixed-price
environment. Our managed services solutions use an Information
Technology Infrastructure Library (“ITIL”)-based
best-practices approach for optimizing and supporting IT and
communications environments, improving efficiencies, lowering
operational costs and allowing customers to focus on mission
performance.
Our information assurance solutions include architecture
analysis; attack warning and defense; identity management;
security assessments; certification and accreditation process
support; forensics analysis and vulnerability remediation;
system anomaly monitoring, detection and management; and
physical security countermeasures. Our information assurance
solutions safeguard the confidentiality, integrity and
availability of enterprise infrastructures, systems and critical
business data over the full IT lifecycle, from infrastructure
design to integration and testing to operations and maintenance.
Those solutions meet widely used certification and accreditation
standards, including the Federal Information Security Management
Act (“FISMA”), the National Security Agency/Central
Security Service Information System Certification and
Accreditation Process (“NISCAP”) and the Department of
Defense Information Assurance Certification and Accreditation
Process (“DIACAP”).
As examples, for NRO, which designs, builds and operates
U.S. reconnaissance satellites, we provide operations,
maintenance and support services for its Patriot program network
in space and on the ground under a ten-year contract awarded in
August 2004, potentially worth $1 billion, in support of
NRO’s global analyst community. We are providing the
U.S. Navy with comprehensive,
end-to-end
support for data, video and voice communications for over
700,000 users as a Tier One subcontractor under the NMCI
program awarded in October 2000 and potentially worth
$1.1 billion. In the fourth quarter of fiscal 2010, we were
awarded a Continuity of Service subcontract under the NMCI
program to extend the support services we are providing and to
add site support, beginning in the second quarter of fiscal
2011. Under a five-year contract awarded by the
U.S. Department of State, Bureau of Consular Affairs (the
“State 6” program) in August 2009, potentially worth
$200 million, we provide IT integration of installation,
training, help desk, passport and configuration management
services in support of more than 230 U.S. embassies and
consulates around the world. We also provide system maintenance
and engineering for the Defense Information Systems
Agency’s (“DISA”) Crisis Management System.
Additionally, under the Network and Space Operations and
Maintenance (“NSOM”) program contract awarded to us in
January 2008 for a six-month base period with six one-year
options, potentially worth $410 million in aggregate, we
provide operations and maintenance support at locations around
the world for the communications functions for the U.S. Air
Force 50th Space Wing’s Satellite Control Network
(“AFSCN”), a global, continuously operational network
of ground stations, operational control nodes and communications
links that support launch and command and control of various
space programs managed by the DoD and other national security
space organizations.
We also have key positions on a number of Indefinite
Delivery/Indefinite Quantity (“IDIQ”) contracts. We
are a prime contractor under the U.S. Air Force Network
Centric Solutions (“NETCENTS”) contract, which
provides IT installation, integration and operations and
maintenance services for networks and systems and offers IT
products for networks. Our NETCENTS task orders include the
Maxwell Air Force Base and the Overseas Navy Enterprise
Network
(“ONE-NET”).
We are also a prime contractor under the U.S. Army ITES-2S
contract, which provides IT installation, integration,
infrastructure and operations and maintenance services for
networks and systems. Our
ITES-2S task
orders include the Fort Bliss Department of Information
Management (“DOIM”), the Army G-1 support and the
Army.mil website and content support. In the second quarter of
fiscal 2010, we were awarded an ITES-2S task order for the
U.S. Southern Command (“USSOUTHCOM”) to migrate
and consolidate the communications systems for nine USSOUTHCOM
buildings into a new headquarters complex. We are one of
59 awardees under the ALLIANT Government-Wide Acquisition
Contract (“GWAC”) for the General Services
Administration (“GSA”), which is an IT procurement
contract broadly accessible to all U.S. Government agencies.
In our Commercial Managed Services business, we are providing
end-to-end
solutions and services across our vertical commercial markets,
including cyberspace, healthcare and “new media”
broadcast markets. For example, we are providing Health First,
Inc., a Florida-based healthcare provider, with managed services
for back office infrastructure and networks. We also are
collaborating with the Broadcast Communications segment to
design and manage systems that manage, monitor and play out
video content for a branded TV channel for the McDonald’s
fast food chain and systems that combine IP television
(“IPTV”) and digital signage and IT infrastructure to
create an advanced media workflow for an in-arena network for
the Orlando Magic’s new basketball arena, as described in
more detail below under “Item 1. Business —
Description of Business by Segment — Broadcast
Communications” of this Report.
Revenue, Operating Income and Backlog: Revenue
for the Government Communications Systems segment decreased
1 percent to $2,688 million in fiscal 2010 compared
with $2,710 million in fiscal 2009, and was
$2,478 million in fiscal 2008. Segment operating income
increased 11 percent to $337.0 million in fiscal 2010
compared with $302.8 million in fiscal 2009, and was
$226.0 million in fiscal 2008. This segment contributed
51 percent of our total revenue in fiscal 2010 compared
with 54 percent in fiscal 2009 and 54 percent in
fiscal 2008. In fiscal 2010, approximately 74 percent of
revenue for this segment was under direct contracts with
customers and approximately 26 percent of revenue was under
contracts with prime contractors, compared with approximately
72 percent of revenue under direct contracts with customers
and approximately 28 percent of revenue under contracts
with prime contractors in fiscal 2009 and approximately
74 percent of revenue under direct contracts with customers
and approximately 26 percent of revenue under contracts
with prime contractors in fiscal 2008. Some of this
segment’s more significant programs in fiscal 2010 included
FTI, Patriot, NETCENTS, NMCI, FDCA,
GOES-R,
NSOM, F-35 and various classified programs. This segment’s
largest program by revenue in a particular fiscal year
represented approximately 9 percent of this segment’s
revenue in fiscal 2010, compared with approximately
13 percent in fiscal 2009 and approximately 9 percent
in fiscal 2008. This segment’s 10 largest programs by
revenue in a particular fiscal year represented approximately
41 percent of this segment’s revenue in fiscal 2010,
approximately 46 percent in fiscal 2009 and approximately
45 percent in fiscal 2008. In fiscal 2010, this segment had
a diverse portfolio of over 300 programs. Historically, that
diversity has provided a stable backlog and reduced potential
risks that come from reductions in funding or changes in
customer priorities, and we expect that program diversity will
continue to provide similar benefits in the future, although we
can give no assurance. In fiscal 2010, fiscal 2009 and fiscal
2008, U.S. Government customers, including the DoD and
intelligence and civilian agencies, as well as foreign military
sales through the U.S. Government, whether directly or
through prime contractors, accounted for approximately
96 percent of this segment’s total revenue. For a
general description of our U.S. Government contracts and
subcontracts, including a discussion of revenue generated from
cost-reimbursement versus fixed-price contracts, see
“Item 1. Business — Principal Customers;
Government Contracts” of this Report.
The funded backlog of unfilled orders for this segment was
$1,238 million at July 2, 2010 compared with
$1,146 million at July 3, 2009 and $836 million
at June 27, 2008. Unfunded backlog for this segment was
$3,276 million at July 2, 2010 compared with
$4,002 million at July 3, 2009 and $3,760 million
at June 27, 2008. We expect to fill approximately
77 percent of this funded backlog during fiscal 2011, but
we can give no assurance of such fulfillment. Additional
information regarding funded and unfunded backlog is provided
under “Item 1. Business — Funded and
Unfunded Backlog” of this Report. For a discussion of
certain risks affecting this segment, including risks relating
to our U.S. Government contracts and subcontracts, see
“Item 1. Business — Principal Customers;
Government Contracts,” “Item 1A. Risk
Factors” and “Item 3. Legal Proceedings” of
this Report.
Broadcast
Communications
Broadcast Communications offers hardware and software products,
systems and services that provide interoperable workflow
solutions for broadcast, cable, satellite and
out-of-home
networks worldwide. Those solutions are designed to receive
content in any format and then manage, move and reformat that
content for any delivery network to any viewing device.
Broadcast Communications offers customers a comprehensive,
single-source approach to delivering interoperable workflow
capabilities and solutions spanning the entire broadcast value
chain,
including content creation, management, distribution and
delivery. The Harris
ONEtm
solution for interoperable workflows that depend on IT-centric
systems, integrated infrastructure and enterprise software
brings together highly integrated and cost-effective products
that enable advanced media workflows for emerging content
delivery business models. Broadcast Communications is supporting
customers as they upgrade media operations to digital and high
definition (“HD”) services from analog and standard
definition (“SD”) services and as they expand services
for HD television (“HDTV”), IPTV,
video-on-demand
and interactive TV. This segment serves the global digital and
analog media markets, providing workflow, infrastructure and
networking products and solutions; media solutions; and
television and radio transmission equipment and systems.
Workflow, Infrastructure and Networking
Solutions: Our workflow, infrastructure and
networking solutions offerings include SD and HD products and
systems that enable media companies to streamline workflow from
production through transmission. Our workflow solutions
offerings enable customers to transition into an IT workflow by
using servers to manage content flow, storage and other key
facets of an increasingly file-based broadcast environment. We
provide a comprehensive, next-generation portfolio of servers,
signal processors, routers, master control and branding systems,
network monitoring and control software, and test and
measurement instruments that support content throughout the
workflow application chain. We also provide advanced multi-image
display processors and
state-of-the-art
broadcast graphics that change the way broadcasters view and
manage content and provide broadcasters with options for
presenting their brands. We also provide highly differentiated
network access and multiplex platforms through our
NetVXtm
solution, which offers customized integrated management and
distribution applications for any content across any connection
to support television, government video and public safety
applications. Our workflow, infrastructure and networking
products also include our NEXIO
AMPtm
HD/SD video server advanced media platform, part of our
NEXIOtm
family of scalable, interoperable video servers;
X85tm
up/down/cross converter and frame synchronizer multiple
application video and audio processing platform;
Opto+tm
fiber optic signal processing products offering 3 Gb/s
electrical-to-optical
and
optical-to-electrical
conversion capabilities;
Platinumtm
large router for mixed video and audio signal routing;
IconMastertm
digital master control system;
Videotek®
line of precision test and measurement instruments; compact,
scalable Predator
IItm
and
larger-format
multi-image display processors, or “multiviewers;”
Inscriber®
line of graphics and titling products;
Inveniotm
Digital Asset Management solution; and Infocaster line of
digital signage systems. We have also introduced a comprehensive
end-to-end
workflow for three-dimensional (“3D”) applications, as
well as three gigabit per second (“3 Gb/s”) solutions
for the 1080p HD format.
Media: Our media solutions offerings enable
customers to manage their digital media workflow through a
portfolio of software solutions for advertising, media
management (traffic, billing and program scheduling), digital
signage, broadband, digital asset management and play-out
automation. Our media solutions products include the Harris
media software suite and our OSi
Traffictm
software. The Harris media software suite is a unified system of
interoperable broadcast and media applications based on open
standards, with a network-, content- and
service-agnostic
approach, which supports customers’ core services and
business operations, makes data exchange and workflow more
efficient and facilitates adding services that can lead to new
revenue streams. Our products also include our
Velocitytm
family of editing controllers that employ open standards to
accelerate
time-to-air
and reduce the costs associated with content acquisition,
production, distribution and media management; and
Punctuatetm
out-of-home
advertising and digital signage traffic, scheduling and ad sales
advanced software solution.
Transmission Systems: We develop, manufacture
and supply digital and analog television and radio transmission
systems for delivery of rich media over wireless broadcast
terrestrial networks on a worldwide basis, including mobile TV
applications. We can provide single products or
end-to-end
systems, including nationwide networks with hundreds of
transmitters. Our television and radio transmission systems
solutions are scalable to meet the needs of broadcasters of all
sizes. We are a leader in television’s transition from
analog to digital technology and in technology for the
U.S. digital standard known as “ATSC” and the
European digital standard “DVB-T.” In fiscal 2007, we
introduced with LG Electronics Inc. the jointly developed Mobile
Handheld in-band mobile digital TV system (“M/H”), a
new technology capable of providing digital TV (“DTV”)
signals and extending
over-the-air
broadcast TV signals beyond customary TV viewing at home to
mobile, pedestrian and other handheld devices (such as mobile
phones or laptop computers). Our products also include our
Maxivatm
line of UHF multimedia transmitters, comprised of our Maxiva ULX
Series of liquid-cooled transmitters for high-power UHF
multimedia broadcasters and our Maxiva UAX Series of air-cooled,
solid-state transmitters for low-power UHF transmission.
We are also a leader in the transition from analog to digital
radio. Our product offerings address the U.S. digital
standard called “IBOC” (In-Band/On-Channel), which is
referred to in the market as “HD
Radio®,”
as well as international digital standards including
“DAB” and “DRM.” Our radio transmission
products include our
Intraplex®
line of audio transport products, including
studio-to-transmitter
links, and our
FLEXSTARtm
family, which provides a bandwidth-efficient bitstream so
broadcasters can offer supplemental audio and data capability
along with the main program stream, offering listeners 5.1
surround sound, on-demand traffic, weather and sports reports,
store-and-play
capabilities and real-time navigation.
This segment also is focused on three principal growth areas.
First, in many international markets, the transition from analog
to digital broadcasting is just beginning, which we believe will
result in growing demand for both digital transmission systems
and related infrastructure. Second, in the U.S. Government
market for full-motion video systems, we believe we have unique
technology capabilities. Our Full-Motion Video Asset Management
Engine
(“FAMEtm”)
solution provides our U.S. Government customers with
greater visibility into increasing amounts of digital ISR
information, including real-time and archived video, such as
that collected from manned and unmanned aircraft and
ground-based sensors. FAME is a COTS-based solution developed
based on our digital asset management technologies, input from
intelligence analysts and our Government Communications Systems
segment’s image processing, system integration and security
capabilities. Third, in digital
out-of-home
advertising, our solutions enable advertisers to reach consumers
on the move, and we believe new systems will be increasingly
deployed to deliver rich media content in live sports and
entertainment venues and in retail establishments.
Revenue, Operating Income and Backlog: Revenue
for the Broadcast Communications segment decreased
17 percent to $486 million in fiscal 2010 compared
with $584 million in fiscal 2009, and was $643 million
in fiscal 2008. The segment had an operating loss of
$30.8 million in fiscal 2010 compared with an operating
loss of $238.0 million in fiscal 2009, which included a
$255.5 million non-cash charge for impairment of goodwill
and other long-lived assets, and operating income of
$33.8 million in fiscal 2008. The Broadcast Communications
segment contributed 9 percent of our total revenue in
fiscal 2010 compared with 11 percent in fiscal 2009 and
14 percent in fiscal 2008. The percentage of this
segment’s revenue that was derived outside of the United
States was approximately 56 percent in fiscal 2010 compared
with 47 percent in fiscal 2009 and 47 percent in
fiscal 2008. No single customer accounted for more than
3 percent of fiscal 2010 revenue for the Broadcast
Communications segment.
The funded backlog of unfilled orders for this segment was
$260 million at July 2, 2010 compared with
$247 million at July 3, 2009 and $305 million at
June 27, 2008. We expect to fill approximately
45 percent of this backlog during fiscal 2011, but we can
give no assurance of such fulfillment. For a discussion of
certain risks affecting this segment, see “Item 1A.
Risk Factors” and “Item 3. Legal
Proceedings” of this Report.
International
Business
Revenue from products exported from the United States (including
foreign military sales) or manufactured abroad was
$724.6 million (14 percent of our total revenue) in
fiscal 2010 compared with $1,016.6 million (20 percent
of our total revenue) in fiscal 2009 and $759.7 million
(17 percent of our total revenue) in fiscal 2008.
Essentially all of the international sales are derived from the
RF Communications and Broadcast Communications segments. Direct
export sales are primarily denominated in U.S. Dollars,
whereas sales from foreign subsidiaries are generally
denominated in the local currency of the subsidiary. Financial
information regarding our domestic and international operations
is contained in Note 25: Business Segments in the
Notes and is incorporated herein by reference.
Our principal international manufacturing facilities are located
in Canada and the United Kingdom. The majority of our
international marketing activities are conducted through
subsidiaries which operate in Canada, Europe, Central and South
America, and Asia. We have also established international
marketing organizations and several regional sales offices.
Reference is made to Exhibit 21 “Subsidiaries of the
Registrant” of this Report for further information
regarding our international subsidiaries.
We utilize indirect sales channels, including dealers,
distributors and sales representatives, in the marketing and
sale of some lines of products and equipment, both domestically
and internationally. These independent representatives may buy
for resale or, in some cases, solicit orders from commercial or
governmental customers for direct sales by us. Prices to the
ultimate customer in many instances may be recommended or
established by the independent representative and may be above
or below our list prices. Our dealers and distributors generally
receive a discount from our list prices and may mark up those
prices in setting the final sales prices paid by the customer.
Revenue from indirect sales channels in fiscal 2010 represented
6 percent of our total revenue and approximately
35 percent of our international revenue, compared with
revenue from indirect sales channels in fiscal 2009 representing
11 percent of our total revenue and approximately
55 percent of our international revenue, and revenue
from indirect sales channels in fiscal 2008 representing
7 percent of our total revenue and approximately
44 percent of our international revenue.
Fiscal 2010 international revenue came from a large number of
countries, and no such single country accounted for more than
3 percent of our total revenue. Some of our exports are
paid for by letters of credit, with the balance carried either
on an open account or installment note basis. Advance payments,
progress payments or other similar payments received prior to or
upon shipment often cover most of the related costs incurred.
Significant foreign government contracts generally require us to
provide performance guarantees. In order to stay competitive in
international markets, we also sometimes enter into recourse and
vendor financing arrangements to facilitate sales to certain
customers.
The particular economic, social and political conditions for
business conducted outside the U.S. differ from those
encountered by domestic businesses. Our management believes that
the overall business risk for the international business as a
whole is somewhat greater than that faced by our domestic
operations as a whole. A description of the types of risks to
which we are subject in international business is contained in
“Item 1A. Risk Factors” of this Report.
Nevertheless, in the opinion of our management, these risks are
partially mitigated by the diversification of the international
business and the protection provided by letters of credit and
advance payments.
Competition
We operate in highly competitive markets that are sensitive to
technological advances. Although successful product and systems
development is not necessarily dependent on substantial
financial resources, many of our competitors in each of our
businesses are larger than we are and can maintain higher levels
of expenditures for research and development. In each of our
businesses we concentrate on the market opportunities that our
management believes are compatible with our resources, overall
technological capabilities and objectives. Principal competitive
factors in these businesses are product quality and reliability;
technological capabilities; service; past performance; ability
to develop and implement complex, integrated solutions; ability
to meet delivery schedules; the effectiveness of third-party
sales channels in international markets; and cost-effectiveness.
Within the IT services market, there is intense competition
among many companies. The ability to compete in the IT services
market depends on a number of factors, including the capability
to deploy skilled professionals at competitive prices across the
diverse spectrum of the IT services market.
In the RF Communications segment, principal competitors include
European Aeronautic Defence and Space Company N.V.
(“EADS”), General Dynamics, ITT Industries, Motorola,
Raytheon, Rohde & Schwarz, Selex, Tadiran and Thales.
In the Government Communications Systems segment, principal
competitors include Boeing, CACI, General Dynamics, GTSI, L-3
Communications, Lockheed Martin, ManTech, Northrop Grumman,
Raytheon, RigNet, Rockwell Collins, Schlumberger Global
Connectivity Services, SRA and SAIC. Consolidation among
U.S. defense and aerospace companies has resulted in a
reduction in the number of principal prime contractors. As a
result of this consolidation, we frequently “partner”
or are involved in subcontracting and teaming relationships with
companies that are, from time to time, competitors on other
programs.
In the Broadcast Communications segment, principal competitors
include Avid, Broadcast Electronics, Chyron, Evertz, EVS,
Harmonic, Miranda, Nautel, NEC, Omnibus, Orad, Open Text, Pilat
Media, Rohde & Schwarz, Sony Broadcast, Technicolor,
Tektronix/Danaher, Thomson, Vizrt and Wide Orbit, as well as
other smaller companies and divisions of large companies.
Principal
Customers; Government Contracts
Sales to U.S. Government customers, including the DoD and
intelligence and civilian agencies, as well as foreign military
sales through the U.S. Government, whether directly or
through prime contractors, were 76 percent of our total
revenue in fiscal 2010 compared with 79 percent in both
fiscal 2009 and fiscal 2008. No other customer accounted for
more than 2 percent of our total revenue in fiscal 2010.
Additional information regarding customers for each of our
segments is provided under “Item 1.
Business — Description of Business by Segment” of
this Report. Our U.S. Government sales are predominantly
derived from contracts with agencies of, and prime contractors
to, the U.S. Government. Most of the sales of the
Government Communications Systems segment are made directly or
indirectly to the U.S. Government under contracts or
subcontracts containing standard government contract clauses
providing for redetermination of profits, if applicable, and for
termination for the convenience of the U.S. Government or
for default based upon performance.
These U.S. Government contracts and subcontracts include
both cost-reimbursement and fixed-price contracts. Our
cost-reimbursement contracts provide for the reimbursement of
allowable costs plus the payment of a fee. Our
cost-reimbursement contracts fall into three basic types:
(i) cost-plus fixed-fee contracts, which provide for the
payment of a fixed fee irrespective of the final cost of
performance; (ii) cost-plus incentive-fee contracts, which
provide for increases or decreases in the fee, within specified
limits, based upon actual results compared with contractual
targets relating to factors such as cost, performance and
delivery schedule; and (iii) cost-plus award-fee contracts,
which provide for the payment of an award fee determined at the
discretion of the customer based upon the performance of the
contractor against pre-established performance criteria. Under
cost-reimbursement contracts, we are reimbursed periodically for
allowable costs and are paid a portion of the fee based on
contract progress. Some overhead costs have been made partially
or wholly unallowable for reimbursement by statute or
regulation. Examples are certain merger and acquisition costs,
lobbying costs, charitable contributions and certain litigation
defense costs.
Our fixed-price contracts are either firm fixed-price contracts
or fixed-price incentive contracts. Under firm fixed-price
contracts, we agree to perform a specific scope of work for a
fixed price and, as a result, benefit from cost savings and
carry the burden of cost overruns. Under fixed-price incentive
contracts, we share with the U.S. Government both savings
accrued from contracts performed for less than target costs as
well as costs incurred in excess of targets up to a negotiated
ceiling price (which is higher than the target cost), but carry
the entire burden of costs exceeding the negotiated ceiling
price. Accordingly, under such incentive contracts, profit may
also be adjusted up or down depending upon whether specified
performance objectives are met. Under firm fixed-price and
fixed-price incentive contracts, we usually receive either
milestone payments equaling 100 percent of the contract
price or monthly progress payments from the U.S. Government
in amounts equaling 80 percent of costs incurred under the
contract. The remaining amounts, including profits or incentive
fees, are billed upon delivery and final acceptance of end items
and deliverables under the contract. Fixed-price contracts
generally have higher profit margins than cost-reimbursement
contracts. Production contracts are mainly fixed-price
contracts, and development contracts are generally
cost-reimbursement contracts.
In fiscal 2010, fiscal 2009 and fiscal 2008, approximately
38 percent, 36 percent and 35 percent,
respectively, of the total combined revenue of our RF
Communications and Government Communications Systems segments
was from fixed-price contracts. GWAC and IDIQ contracts, which
can include task orders for each contract type, require us to
compete both for the initial contract and then for individual
task or delivery orders under such contracts.
As stated above, U.S. Government contracts are terminable
for the convenience of the U.S. Government, as well as for
default based on performance. Companies supplying goods and
services to the U.S. Government are dependent on
Congressional appropriations and administrative allotment of
funds and may be affected by changes in U.S. Government
policies resulting from various military, political and
international developments. Long-term government contracts and
related orders are subject to cancellation if appropriations for
subsequent performance periods become unavailable. Under
contracts terminable for the convenience of the
U.S. Government, a contractor is entitled to receive
payments for its allowable costs and, in general, the
proportionate share of fees or earnings for the work done.
Contracts that are terminable for default generally provide that
the U.S. Government pays only for the work it has accepted
and may require the contractor to pay for the incremental cost
of reprocurement and may hold the contractor liable for damages.
In many cases, there is also uncertainty relating to the
complexity of designs, necessity for design improvements and
difficulty in forecasting costs and schedules when bidding on
developmental and highly sophisticated technical work. Under
many U.S. Government contracts, we are required to maintain
facility and personnel security clearances complying with DoD
and other Federal agency requirements. For further discussion of
risks relating to U.S. Government contracts, see
“Item 1A. Risk Factors” and “Item 3.
Legal Proceedings” of this Report.
Funded
and Unfunded Backlog
Our total company-wide funded and unfunded backlog was
approximately $6,526 million at July 2, 2010 compared
with approximately $6,317 million at July 3, 2009 and
$5,883 million at June 27, 2008. The funded portion of
this backlog was approximately $3,250 million at
July 2, 2010 compared with approximately
$2,315 million at July 3, 2009 and $2,123 million
at June 27, 2008. The determination of backlog involves
substantial estimating, particularly with respect to customer
requirements contracts and development and production contracts
of a cost-reimbursement or incentive nature.
In fiscal 2010, we changed how we define funded backlog to be
more consistent with industry practices. This change of
methodology, which we applied retrospectively, had no impact on
our total backlog, but did result in a reclassification of
certain amounts of backlog from unfunded backlog to funded
backlog for prior periods presented in this Report. We now
define funded backlog as unfilled firm orders for products and
services for which funding
has been authorized and, in the case of U.S. Government
agencies, appropriated. We define unfunded backlog as primarily
unfilled firm contract value for which funding has not yet been
authorized or, in the case of U.S. Government agencies,
appropriated, including the value of contract options in cases
of material contracts that have options we believe are probable
of being exercised. We do not include potential task or delivery
orders under IDIQ contracts in our backlog. In fiscal 2011, we
expect to fill approximately 75 percent of our total funded
backlog as of July 2, 2010. However, we can give no
assurance of such fulfillment or that our funded backlog will
become revenue in any particular period, if at all. Backlog is
subject to delivery delays and program cancellations, which are
beyond our control. Additional information with regard to the
backlog of each of our segments is provided under
“Item 1. Business — Description of Business
by Segment” of this Report.
Research,
Development and Engineering
Research, development and engineering expenditures totaled
approximately $1,047 million in fiscal 2010,
$1,003 million in fiscal 2009 and $980 million in
fiscal 2008. Company-sponsored research and product development
costs, which included research and development for commercial
products and independent research and development related to
government products and services, as well as concept formulation
studies and bid and proposal efforts, were approximately
$326 million in fiscal 2010, $244 million in fiscal
2009 and $248 million in fiscal 2008. A portion of our
independent research and development costs are allocated among
contracts and programs in process under U.S. Government
contractual arrangements. Company-sponsored research and product
development costs not otherwise allocable are charged to expense
when incurred. The portion of total research, development and
engineering expenditures that was not company-sponsored was
funded by the U.S. Government and is included in our
revenue. Customer-sponsored research and development was
$721 million in fiscal 2010, $759 million in fiscal
2009 and $732 million in fiscal 2008. Company-sponsored
research is directed to the development of new products and to
building technological capability in selected communications and
electronic systems markets. U.S. Government-funded research
helps strengthen and broaden our technical capabilities. All of
our segments maintain their own engineering and new product
development departments, with scientific assistance provided by
advanced-technology departments. As of July 2, 2010, we
employed approximately 7,000 engineers and scientists and are
continuing efforts to make the technologies developed in any of
our business segments available for all other business segments.
Patents
and Other Intellectual Property
We consider our patents and other intellectual property, in the
aggregate, to constitute an important asset. We own a large and
valuable portfolio of patents, trade secrets, know-how,
confidential information, trademarks, copyrights and other
intellectual property. We also license intellectual property to
and from third parties. As of July 2, 2010, we held
approximately 1,075 U.S. patents and 645 foreign patents,
and had approximately 550 U.S. patent applications pending
and 1,260 foreign patent applications pending. Unpatented
research, development and engineering skills also make an
important contribution to our business. While our intellectual
property rights in the aggregate are important to our business
and the operations of our business segments, we do not consider
our business or any business segment to be materially dependent
upon any single patent, license or other intellectual property
right, or any group of related patents, licenses or other
intellectual property rights. We are engaged in a proactive
patent licensing program and have entered into a number of
licenses and cross-license agreements, some of which generate
royalty income. Although existing license agreements have
generated income in past years and may do so in the future,
there can be no assurances we will enter into additional
income-producing license agreements. From time to time we engage
in litigation to protect our patents and other intellectual
property. Any of our patents, trade secrets, trademarks,
copyrights and other proprietary rights could be challenged,
invalidated or circumvented, or may not provide competitive
advantages. For further discussion of risks relating to
intellectual property, see “Item 1A. Risk
Factors” of this Report. With regard to patents relating to
our Government Communications Systems segment, the
U.S. Government often has an irrevocable, non-exclusive,
royalty-free license, pursuant to which the U.S. Government
may use or authorize others to use the inventions covered by
such patents. Pursuant to similar arrangements, the
U.S. Government may consent to our use of inventions
covered by patents owned by other persons. Numerous trademarks
used on or in connection with our products are also considered
to be a valuable asset.
Environmental
and Other Regulations
Our facilities and operations are subject to numerous domestic
and international laws and regulations designed to protect the
environment, particularly with regard to wastes and emissions.
The applicable environmental laws and regulations are common
within the industries and markets in which we operate and serve.
We believe that we have complied with these requirements and
that such compliance has not had a material adverse effect on
our results of operations, financial condition or cash flows.
Based upon currently available information, we do not expect
expenditures over the next several years to protect the
environment and to comply with current environmental laws and
regulations, as well as to comply with current and pending
climate control legislation, regulation, treaties and accords,
to have a material impact on our competitive position or
financial condition, but we can give no assurance that such
expenditures will not exceed current expectations. If future
treaties, laws and regulations contain more stringent
requirements than presently anticipated, actual expenditures may
be higher than our present estimates of those expenditures. We
have installed waste treatment facilities and pollution control
equipment to satisfy legal requirements and to achieve our waste
minimization and prevention goals. We did not spend material
amounts on environmental capital projects in fiscal 2010, fiscal
2009 or fiscal 2008. A portion of our environmental expenditures
relates to discontinued operations for which we have retained
certain environmental liabilities. We currently expect that
amounts to be spent for environmental-related capital projects
will not be material in fiscal 2011. These amounts may increase
in future years. Additional information regarding environmental
and regulatory matters is set forth in “Item 3. Legal
Proceedings” of this Report and in Note 1:
Significant Accounting Policies in the Notes.
Electronic products are subject to governmental environmental
regulation in a number of jurisdictions. Equipment produced by
our Broadcast Communications segment, in particular, is subject
to domestic and international requirements requiring
end-of-life
management
and/or
restricting materials in products delivered to customers,
including the European Union’s Directive 2002/96/EC on
Waste Electrical and Electronic Equipment (“WEEE”) and
Directive 2002/95/EC on the Restriction of the use of certain
Hazardous Substances in Electrical and Electronic Equipment
(“RoHS”), as amended. Other jurisdictions have adopted
similar legislation. Such requirements typically are not
applicable to most equipment produced by our Government
Communications Systems and RF Communications segments. We
believe that we have complied with such rules and regulations,
where applicable, with respect to our existing products sold
into such jurisdictions. We intend to comply with such rules and
regulations with respect to our future products.
Broadcast and wireless communications (whether TV, radio,
satellite or telecommunications) are also subject to
governmental regulation. Equipment produced by our Broadcast
Communications and RF Communications segments, in particular, is
subject to domestic and international requirements to avoid
interference among users of radio and television frequencies and
to permit interconnection of telecommunications equipment.
Additionally, our managed satellite communications services
business holds licenses for very small aperture terminals
(“VSATs”) and satellite earth stations, which
authorize operation of networks and teleports. We are also
required to comply with technical operating and licensing
requirements that pertain to our wireless licenses and
operations. We believe that we have complied with such rules and
regulations and licenses with respect to our existing products
and services, and we intend to comply with such rules and
regulations and licenses with respect to our future products and
services. Governmental reallocation of the frequency spectrum
also could impact our business, financial condition and results
of operations.
Raw
Materials and Supplies
Because of the diversity of our products and services, as well
as the wide geographic dispersion of our facilities, we use
numerous sources for the wide array of raw materials (such as
electronic components, printed circuit boards, metals and
plastics) needed for our operations and for our products. We are
dependent upon suppliers and subcontractors for a large number
of components and subsystems and the ability of our suppliers
and subcontractors to adhere to customer or regulatory materials
restrictions and to meet performance and quality specifications
and delivery schedules. In some instances, we are dependent upon
one or a few sources, either because of the specialized nature
of a particular item or because of local content preference
requirements pursuant to which we operate on a given project.
While we have been affected by financial and performance issues
of some of our suppliers and subcontractors, we have not been
materially adversely affected by the inability to obtain raw
materials or products. On occasion, we have experienced
component shortages from vendors as a result of the RoHS
environmental regulations in the European Union or similar
regulations in other jurisdictions. These regulations may cause
a spike in demand for certain electronic components (such as
lead-free components), resulting in
industry-wide
supply chain shortages. To date, these component shortages have
not had a material adverse effect on our business. For further
discussion of risks relating to subcontractors and suppliers,
see “Item 1A. Risk Factors” of this Report.
Seasonality
We do not consider any material portion of our business to be
seasonal. Various factors can affect the distribution of our
revenue between accounting periods, including the timing of
contract awards and the timing and availability of
U.S. Government funding, as well as the timing of product
deliveries and customer acceptance.
Employees
We employed approximately 15,800 employees at the end of
fiscal 2010 compared with approximately 15,400 employees at
the end of fiscal 2009. Approximately 91 percent of our
employees as of the end of fiscal 2010 were located in the
United States. A significant number of employees in our
Government Communications Systems segment possess a
U.S. Government security clearance. We also utilize a
number of independent contractors. None of our employees in the
United States is represented by a labor union. In certain
international subsidiaries, our employees are represented by
workers’ councils or statutory labor unions. In general, we
believe that our relations with our employees are good.
Website
Access to Harris Reports; Available Information
General. We maintain an Internet website at
http://www.harris.com.
Our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and amendments to such reports, filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, are available
free of charge on our website as soon as reasonably practicable
after these reports are electronically filed with or furnished
to the Securities and Exchange Commission (the “SEC”).
We also will provide the reports in electronic or paper form
free of charge upon request. We also make available free of
charge on our website our annual report to shareholders and
proxy statement. Our website and the information posted thereon
are not incorporated into this Report or any current or other
periodic report that we file with or furnish to the SEC. All
reports we file with or furnish to the SEC also are available
free of charge via the SEC’s electronic data gathering and
retrieval (“EDGAR”) system available through the
SEC’s website at
http://www.sec.gov.
Additional information relating to our businesses, including our
operating segments, is set forth in “Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of this Report.
Corporate Governance Principles and Committee
Charters. We previously adopted Corporate
Governance Principles, which are available on the Corporate
Governance section of our website at
www.harris.com/harris/cg/. In addition, the charters of
each of the committees of our Board, namely, the Audit
Committee, Business Conduct and Corporate Responsibility
Committee, Corporate Governance Committee, Finance Committee and
Management Development and Compensation Committee, are also
available on the Corporate Governance section of our website. A
copy of the charters is also available free of charge upon
written request to our Secretary at Harris Corporation,
1025 West NASA Boulevard, Melbourne, Florida 32919.
Certifications. We have filed with the SEC the
certifications required by Section 302 of the
Sarbanes-Oxley Act of 2002 as exhibits to this Report. In
addition, an annual CEO certification was submitted by our Chief
Executive Officer to the New York Stock Exchange
(“NYSE”) in November 2009 in accordance with the
NYSE’s listing standards, which included a certification
that he was not aware of any violation by Harris of the
NYSE’s corporate governance listing standards.
We have described many of the trends and other factors that we
believe could impact our business and future results in
“Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of this
Report. In addition, our business, operating results, cash flows
and financial condition are subject to, and could be materially
adversely affected by, various risks and uncertainties,
including, without limitation, those set forth below, any one of
which could cause our actual results to vary materially from
recent results or our anticipated future results.
We
depend on U.S. Government customers for a significant portion of
our revenue, and the loss of this relationship or a shift in
U.S. Government funding priorities could have adverse
consequences on our future business.
We are highly dependent on sales to U.S. Government
customers. The percentage of our net revenue that was derived
from sales to U.S. Government customers, including the DoD
and intelligence and civilian agencies, as well as foreign
military sales through the U.S. Government, whether
directly or through prime contractors, was approximately
76 percent in fiscal 2010 and 79 percent in both
fiscal 2009 and fiscal 2008. Therefore, any significant
disruption or deterioration of our relationship with the
U.S. Government would significantly reduce our revenue. Our
U.S. Government programs must compete with programs managed
by other government contractors for limited resources and for
uncertain levels of funding. Our competitors continuously engage
in efforts to expand their business relationships with the
U.S. Government and will continue these efforts in the
future, and the U.S. Government may choose to use other
contractors. We expect that a majority of the business that we
seek in the foreseeable future will be awarded through
competitive bidding. The U.S. Government has increasingly
relied on certain types of contracts that are subject to a
competitive bidding process, including IDIQ, GWAC, GSA Schedule
and other multi-award contracts, which has resulted in greater
competition and increased pricing pressure. We operate in highly
competitive markets and our competitors may have more extensive
or more specialized engineering, manufacturing and marketing
capabilities than we do in some areas, and we may not be able to
continue to win competitively awarded contracts or to obtain
task orders under multi-award contracts. Further, the
competitive bidding process involves significant cost and
managerial time to prepare bids and proposals for contracts that
may not be awarded to us, and the risk that we may fail to
accurately estimate the resources and costs required to fulfill
any contract awarded to us. Following any contract award, we may
experience significant expense or delay, contract modification
or contract rescission as a result of our competitors protesting
or challenging contracts awarded to us in competitive bidding.
We also compete with the U.S. Government’s own
capabilities and federal non-profit contract research centers.
Budget decisions made by the U.S. Government are outside of
our control and have long-term consequences for our business. A
shift in U.S. Government spending priorities or an increase
in non-procurement spending at the expense of our programs (for
example, through “in-sourcing”), or a reduction in
total U.S. Government spending, could have material adverse
consequences on our future business.
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 one or more of these contracts could have an adverse impact
on our business.
Over its lifetime, a U.S. Government program may be
implemented by the award of many different individual contracts
and subcontracts. The funding of U.S. Government programs
is subject to Congressional appropriations. Although multi-year
contracts may be authorized and appropriated in connection with
major procurements, Congress generally appropriates funds on a
fiscal year basis. Procurement funds are typically made
available for obligation over the course of three years.
Consequently, programs often receive only partial funding
initially, and additional funds are obligated only as Congress
authorizes further appropriations. The termination of funding
for a U.S. Government program would result in a loss of
anticipated future revenue attributable to that program, which
could have an adverse impact on our operations. In addition, the
termination of a program or the failure to commit additional
funds to a program that already has been started could result in
lost revenue and increase our overall costs of doing business.
Generally, U.S. Government contracts are subject to
oversight audits by U.S. Government representatives. Such
audits could result in adjustments to our contract costs. Any
costs found to be improperly allocated to a specific contract
will not be reimbursed, and such costs already reimbursed must
be refunded. We have recorded contract revenues based upon costs
we expect to realize upon final audit. However, we do not know
the outcome of any future audits and adjustments and we may be
required to materially reduce our revenues or profits upon
completion and final negotiation of audits. Negative audit
findings could also result in termination of a contract,
forfeiture of profits, suspension of payments, fines and
suspension or prohibition from doing business with the
U.S. Government.
In addition, U.S. Government contracts generally contain
provisions permitting termination, in whole or in part, without
prior notice at the U.S. Government’s convenience upon
the payment only for work done and commitments made at the time
of termination. We can give no assurance that one or more of our
U.S. Government contracts will not be terminated under
these circumstances. Also, we can give no assurance that we
would be able to procure new contracts to offset the revenue or
backlog lost as a result of any termination of our
U.S. Government contracts. Because a significant portion of
our revenue is dependent on our performance and payment under
our U.S. Government contracts, the loss of one or more
large contracts could have a material adverse impact on our
financial condition.
Our government business also is subject to specific procurement
regulations and a variety of socio-economic and other
requirements. These requirements, although customary in
U.S. Government contracts, increase our performance and
compliance costs. These costs might increase in the future,
thereby reducing our margins, which could have an adverse effect
on our financial condition. Failure to comply with these
regulations and requirements could lead to suspension or
debarment from U.S. Government contracting or
subcontracting for a period of time. Among the causes for
debarment are violations of various laws, including those
related to procurement integrity, export control,
U.S. Government security regulations, employment practices,
protection of the environment, accuracy of records, proper
recording of costs and foreign corruption. The termination of a
U.S. Government contract or relationship as a result of any
of these acts would have an adverse impact on our operations and
could have an adverse effect on our standing and eligibility for
future U.S. Government contracts.
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 have a number of firm fixed-price contracts. In fiscal 2010
and fiscal 2009, approximately 38 percent and
36 percent, respectively, of the total combined revenue of
our RF Communications and Government Communications Systems
segments was from fixed-price contracts. These contracts allow
us to benefit from cost savings, but they carry the risk of
potential cost overruns because we assume all of the cost
burden. If our initial estimates are incorrect, we can lose
money on these contracts. U.S. Government contracts can
expose us to potentially large losses because the
U.S. Government can hold us responsible for completing a
project or, in certain circumstances, paying the entire cost of
its replacement by another provider regardless of the size or
foreseeability of any cost overruns that occur over the life of
the contract. Because many of these contracts involve new
technologies and applications and can last for years, unforeseen
events, such as technological difficulties, fluctuations in the
price of raw materials, problems with our suppliers and cost
overruns, can result in the contractual price becoming less
favorable or even unprofitable to us over time. The United
States also may experience a significant increase in inflation.
A significant increase in inflation rates could have a
significant adverse impact on the profitability of these
contracts. Furthermore, if we do not meet contract deadlines or
specifications, we may need to renegotiate contracts on less
favorable terms, be forced to pay penalties or liquidated
damages or suffer major losses if the customer exercises its
right to terminate. In addition, some of our contracts have
provisions relating to cost controls and audit rights, and if we
fail to meet the terms specified in those contracts we may not
realize their full benefits. Our results of operations are
dependent on our ability to maximize our earnings from our
contracts. Cost overruns could have an adverse impact on our
financial results. The potential impact of such risk on our
financial results would increase if the mix of our contracts and
programs shifted toward a greater percentage of firm fixed-price
contracts.
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.
We are dependent on sales to customers outside the United
States. In fiscal 2010, fiscal 2009 and fiscal 2008, revenue
from products exported from the U.S. or manufactured abroad
was 14 percent, 20 percent and 17 percent,
respectively, of our total revenue. Approximately
41 percent of our international business in fiscal 2010 was
transacted in local currency. Losses resulting from currency
rate fluctuations can adversely affect our results. We expect
that international revenue will continue to account for a
significant portion of our total revenue. Also, a significant
portion of our international revenue is in less-developed
countries. We are subject to risks of doing business
internationally, including:
Our
reputation and ability to do business may be impacted by the
improper conduct of our employees, agents or business
partners.
We have implemented extensive compliance controls, policies and
procedures designed to prevent reckless or criminal acts from
being committed by our employees, agents or business partners
that would violate the laws of the jurisdictions in which we
operate, including laws governing payments to government
officials (such as the Foreign Corrupt Practices Act), and to
detect any such reckless or criminal acts committed. We cannot
ensure, however, that our controls, policies and procedures will
prevent or detect all such reckless or criminal acts. If not
prevented, such reckless or criminal acts could subject us to
civil or criminal investigations and monetary and non-monetary
penalties and could have a material adverse effect on our
ability to conduct business, our results of operations and our
reputation.
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.
We must first obtain export and other licenses and
authorizations from various U.S. Government agencies before
we are permitted to sell certain products and technologies
outside of the United States. For example, the
U.S. Department of State must notify Congress at least
15-60 days,
depending on the size and location of the sale, prior to
authorizing certain sales of defense equipment and services to
foreign governments. During that time, Congress may take action
to block the proposed sale. We can give no assurance that we
will continue to be successful in obtaining the necessary
licenses or authorizations or that Congress will not prevent or
delay certain sales. Any significant impairment of our ability
to sell products or technologies outside of the United States
could negatively impact our results of operations and financial
condition.
Our
future success will depend on our ability to develop new
products and technologies that achieve market acceptance in our
current and future markets.
Both our commercial and government businesses are characterized
by rapidly changing technologies and evolving industry
standards. Accordingly, our performance depends on a number of
factors, including our ability to:
We believe that, in order to remain competitive in the future,
we will need to continue to develop new products and
technologies, requiring the investment of significant financial
resources. The need to make these expenditures could divert our
attention and resources from other projects, and we cannot be
sure that these expenditures ultimately will lead to the timely
development of new products or technologies. Due to the design
complexity of some of our products and technologies, we may
experience delays in completing development and introducing new
products or technologies in the future. Any delays could result
in increased costs of development or redirect resources from
other projects. In addition, we cannot provide assurances that
the markets for our products or technologies will develop as we
currently anticipate. The failure of our products or
technologies to gain market acceptance could significantly
reduce our revenue and harm our business. Furthermore, we cannot
be sure that our competitors will not develop competing products
or technologies that gain market acceptance in advance of our
products or technologies, or that our competitors will not
develop new products or technologies that cause our existing
products or technologies to become non-competitive or obsolete,
which could adversely affect our results of operations. The
future direction of the domestic and global economies, including
its impact on customer demand, also will have a significant
impact on our overall performance.
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 participate in U.S. and international markets that are
subject to uncertain economic conditions. As a result, it is
difficult to estimate the level of growth in the markets in
which we participate. Because all components of our budgeting
and forecasting are dependent upon estimates of growth in the
markets we serve, the uncertainty renders estimates of future
income and expenditures even more difficult. As a result, we may
make significant investments and expenditures but never realize
the anticipated benefits.
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.
Ongoing instability and current conflicts in the Middle East and
Asia and the potential for further conflicts and future
terrorist activities and other recent geo-political events
throughout the world have created economic and political
uncertainties that could have a material adverse effect on our
business, operations and profitability. These matters cause
uncertainty in the world’s financial and insurance markets
and may increase significantly the political, economic and
social instability in the geographic areas in which we operate.
These matters also have caused the premiums charged for our
insurance coverages to increase and may cause further increases
or some coverages to be unavailable altogether.
We
have made, and may continue to make, strategic acquisitions that
involve significant risks and uncertainties.
We have made, and we may continue to make, strategic
acquisitions that involve significant risks and uncertainties.
These risks and uncertainties include:
Disputes
with our subcontractors and the inability of our subcontractors
to perform, or our key suppliers to timely deliver our
components, parts or services, could cause our products or
services to be produced or delivered in an untimely or
unsatisfactory manner.
On many of our contracts, we engage subcontractors. We may have
disputes with our subcontractors, including disputes regarding
the quality and timeliness of work performed by the
subcontractor, customer concerns about the subcontract, our
failure to extend existing task orders or issue new task orders
under a subcontract, our hiring of the personnel of a
subcontractor or vice versa or the subcontractor’s failure
to comply with applicable law. In addition, there are certain
parts, components and services for many of our products and
services which we source from other manufacturers or vendors.
Some of our suppliers, from time to time, experience financial
and operational difficulties, which may impact their ability to
supply the materials, components, subsystems and services that
we require. Any inability to develop alternative sources of
supply on a cost-effective and timely basis could materially
impair our ability to manufacture and deliver products and
services to our customers. We can give no assurances that we
will be free from disputes with our subcontractors, material
supply problems or component, subsystems or services problems in
the future. Also, our subcontractors and other suppliers may not
be able to acquire or maintain the quality of the materials,
components, subsystems and services they supply, which might
result in greater product returns, service problems and warranty
claims and could harm our business, financial condition and
results of operations.
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.
Many of the markets we serve are characterized by vigorous
protection and pursuit of intellectual property rights, which
often has resulted in protracted and expensive litigation. 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 we may be found to be
infringing or to have infringed directly or indirectly upon
those intellectual property rights. Claims of intellectual
property infringement might also require us to enter into costly
royalty or license agreements. Moreover, we may not be able to
obtain royalty or license agreements on terms acceptable to us,
or at all. We also may be subject to significant damages or
injunctions against development and sale of certain of our
products. Our success depends in large part on our proprietary
technology. We rely on a combination of patents, copyrights,
trademarks, trade secrets, know-how, confidentiality provisions
and licensing arrangements to establish and protect our
intellectual property rights. If we fail to successfully protect
and enforce these rights, our competitive position could suffer.
Our pending patent and trademark registration applications may
not be allowed, or competitors may challenge the validity or
scope of our patents or trademark registrations. In addition,
our patents may not provide us a significant competitive
advantage. We may be required to spend significant resources to
monitor and police our intellectual property rights. We may not
be able to detect infringement and our competitive position may
be harmed before we do so. In addition, competitors may design
around our technology or develop competing technologies.
The
outcome of litigation or arbitration in which we are involved is
unpredictable and an adverse decision in any such matter could
have a material adverse effect on our financial condition and
results of operations.
We are defendants in a number of litigation matters and, from
time to time, are involved in a number of arbitrations. These
actions may divert financial and management resources that would
otherwise be used to benefit our operations. No assurances can
be given that the results of these or new matters will be
favorable to us. An
adverse resolution of lawsuits or arbitrations could have a
material adverse effect on our financial condition and results
of operations.
We
face certain significant risk exposures and potential
liabilities that may not be covered adequately by insurance or
indemnity.
We are exposed to liabilities that are unique to the products
and services we provide. A significant portion of our business
relates to designing, developing and manufacturing advanced
defense and technology systems and products. New technologies
associated with these systems and products may be untested or
unproven. Components of certain of the defense systems and
products we develop are inherently dangerous. Failures of
satellites, missile systems, air traffic control systems,
homeland security applications and aircraft have the potential
to cause loss of life and extensive property damage. In most
circumstances, we may receive indemnification from the
U.S. Government. While we maintain insurance for certain
risks, the amount of our insurance coverage may not be adequate
to cover all claims or liabilities, and we may be forced to bear
substantial costs from an accident or incident. It also is not
possible to obtain insurance to protect against all operational
risks and liabilities. Substantial claims resulting from an
incident in excess of U.S. Government indemnity and our
insurance coverage could harm our financial condition, operating
results and cash flows. Moreover, any accident or incident for
which we are liable, even if fully insured, could negatively
affect our standing among our customers and the public, thereby
making it more difficult for us to compete effectively, and
could significantly impact the cost and availability of adequate
insurance in the future.
Changes
in our effective tax rate may have an adverse effect on our
results of operations.
Our future effective tax rate may be adversely affected by a
number of factors including:
Any significant increase in our future effective tax rates could
adversely impact our results of operations for future periods.
The
effects of the recent recession in the United States and general
downturn in the global economy could have an adverse impact on
our business, operating results or financial
condition.
The United States economy has recently experienced a recession
and there has been a general downturn in the global economy.
Although governments worldwide, including the
U.S. Government, have initiated sweeping economic plans, we
are unable to predict the impact, severity and duration of these
economic events. The continuing effects of the recent recession
or a worsening of economic conditions could have an adverse
impact on our business, operating results or financial condition
in a number of ways. Possible effects of these economic events
include the following:
We
have significant operations in Florida and other locations that
could be materially and adversely impacted in the event of a
natural disaster or other significant disruption.
Our corporate headquarters and significant operations of our
Government Communications Systems segment are located in
Florida, where major hurricanes have occurred. Our worldwide
operations could be subject to natural
disasters or other significant disruptions, including
hurricanes, typhoons, tsunamis, floods, earthquakes, fires,
water shortages, other extreme weather conditions, medical
epidemics, acts of terrorism, power shortages and blackouts,
telecommunications failures, cyber attacks and other natural and
manmade disasters or disruptions. In the event of such a natural
disaster or other disruption, we could experience disruptions or
interruptions to our operations or the operations of our
suppliers, subcontractors, distributors, resellers or customers;
destruction of facilities;
and/or loss
of life, all of which could materially increase our costs and
expenses and materially adversely affect our business, financial
condition and results of operations.
We
could be negatively impacted by a security breach, through cyber
attack, cyber intrusion or otherwise, or other significant
disruption of our IT networks and related systems or of those we
operate for certain of our customers.
We face the risk, as does any company, of a security breach,
whether through cyber attack or cyber intrusion over the
Internet, malware, computer viruses, attachments to
e-mails,
persons inside our organization, or with persons with access to
systems inside our organization, or other significant disruption
of our IT networks and related systems. We face an added risk of
a security breach or other significant disruption of the IT
networks and related systems that we develop, install, operate
and maintain for certain of our customers, which may involve
managing and protecting information relating to national
security and other sensitive government functions. The risk of a
security breach or disruption, particularly through cyber attack
or cyber intrusion, including by computer hackers, foreign
governments and cyber terrorists, has increased as the number,
intensity and sophistication of attempted attacks and intrusions
from around the world have increased. As a communications and IT
company, and particularly as a government contractor, we face a
heightened risk of a security breach or disruption from threats
to gain unauthorized access to our and our customers’
proprietary or classified information on our IT networks and
related systems and to the IT networks and related systems that
we operate and maintain for certain of our customers. These
types of information and IT networks and related systems are
critical to the operation of our business and essential to our
ability to perform
day-to-day
operations, and in some cases are critical to the operations of
certain of our customers. Although we make significant efforts
to maintain the security and integrity of these types of
information and IT networks and related systems, and we have
implemented various measures to manage the risk of a security
breach or disruption, there can be no assurance that our
security efforts and measures will be effective or that
attempted security breaches or disruptions would not be
successful or damaging. Even the most well protected
information, networks, systems and facilities remain potentially
vulnerable because attempted security breaches, particularly
cyber attacks and intrusions, or disruptions will occur in the
future, and because the techniques used in such attempts are
constantly evolving and generally are not recognized until
launched against a target, and in some cases are designed not be
detected and, in fact, may not be detected. Accordingly, we may
be unable to anticipate these techniques or to implement
adequate security barriers or other preventative measures, and
thus it is virtually impossible for us to entirely mitigate this
risk. A security breach or other significant disruption
involving these types of information and IT networks and related
systems could:
Any or all of which could have a negative impact on our results
of operations, financial condition and cash flows.
We
rely on third parties to provide satellite bandwidth for our
managed satellite communications services, and any bandwidth
constraints could harm our business, financial condition and
results of operations.
In our managed satellite communications services business, we
compete for satellite bandwidth with other commercial entities,
such as other satellite communications services providers and
broadcasting companies, and with governmental entities, such as
the military. In certain markets and at certain times, satellite
bandwidth may be limited
and/or
pricing of satellite bandwidth could be subject to competitive
pressure. In such cases, we may be
unable to secure sufficient bandwidth needed to provide our
managed satellite communications services, either at favorable
rates or at all. This inability could harm our business,
financial condition and results of operations.
Changes
in future business conditions could cause business investments
and/or recorded goodwill to become impaired, resulting in
substantial losses and write-downs that would reduce our results
of operations.
As part of our overall strategy, we will, from time to time,
acquire a minority or majority interest in a business. These
investments are made upon careful analysis and due diligence
procedures designed to achieve a desired return or strategic
objective. These procedures often involve certain assumptions
and judgment in determining acquisition price. After
acquisition, unforeseen issues could arise which adversely
affect the anticipated returns or which are otherwise not
recoverable as an adjustment to the purchase price. Even after
careful integration efforts, actual operating results may vary
significantly from initial estimates. Goodwill accounts for
approximately 33 percent of our recorded total assets as of
July 2, 2010. We evaluate the recoverability of recorded
goodwill amounts annually, as well as when we change reporting
segments and when events or circumstances indicate there may be
an impairment. The annual impairment test is based on several
factors requiring judgment. Principally, a decrease in expected
reporting segment cash flows or changes in market conditions may
indicate potential impairment of recorded goodwill. For
additional information on accounting policies we have in place
for goodwill impairment, see our discussion under “Critical
Accounting Policies and Estimates” in “Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of this Report and
Note 1: Significant Accounting Policies and
Note 22: Impairment of Goodwill and Other Long-Lived
Assets in the Notes.
We
must attract and retain key employees, and failure to do so
could seriously harm us.
Our business has a continuing need to attract significant
numbers of skilled personnel, including personnel holding
security clearances, to support our growth and to replace
individuals who have terminated employment due to retirement or
for other reasons. To the extent that the demand for qualified
personnel exceeds supply, as has been the case from time to time
in recent years, we could experience higher labor, recruiting or
training costs in order to attract and retain such employees, or
could experience difficulties in performing under our contracts
if our needs for such employees were unmet.
We have no unresolved comments from the SEC.
Our principal executive offices are located at owned facilities
in Melbourne, Florida. As of July 2, 2010, we operated
approximately 138 locations in the United States, Canada,
Europe, Central and South America and Asia, consisting of about
7.5 million square feet of manufacturing, administrative,
research and development, warehousing, engineering and office
space, of which approximately 5.1 million square feet were
owned and approximately 2.4 million square feet were
leased. There are no material encumbrances on any of our
facilities. Our leased facilities are, for the most part,
occupied under leases for remaining terms ranging from one month
to 10 years, a majority of which can be terminated or
renewed at no longer than five-year intervals at our option. As
of July 2, 2010, we had major operations at the following
locations:
RF Communications — Rochester, New York;
Henrietta, New York; Lynchburg, Virginia; Forest, Virginia;
Chelmsford, Massachusetts; and Columbia, Maryland.
Government Communications Systems — Palm
Bay, Florida; Melbourne, Florida; Malabar, Florida;
Harrisonburg, Virginia; Chantilly, Virginia; Dulles, Virginia;
Largo, Maryland; Alexandria, Virginia; Herndon, Virginia;
Colorado Springs, Colorado; Calgary, Canada; Falls Church,
Virginia; Annapolis Junction, Maryland; and Bellevue, Nebraska.
Broadcast Communications — Quincy,
Illinois; Mason, Ohio; Toronto, Canada; Englewood, Colorado;
Pottstown, Pennsylvania; Waterloo, Canada; and Los Angeles,
California.
Corporate — Melbourne, Florida and
Winnerish, United Kingdom.
The following is a summary of the approximate floor space of our
offices and facilities in productive use, by segment, at
July 2, 2010 (in millions):
RF Communications
Government Communications Systems
Broadcast Communications
Corporate
Total
In the opinion of management, our facilities, whether owned or
leased, are suitable and adequate for their intended purposes
and have capacities adequate for current and projected needs.
While we have some unused or under-utilized facilities, they are
not considered significant. The facilities owned by our RF
Communications segment include a recently acquired manufacturing
facility located in Henrietta, New York that, as of July 2,
2010, was undergoing construction for anticipated use beginning
in early fiscal 2012. We frequently review our anticipated
requirements for facilities and will, from time to time, acquire
additional facilities, expand existing facilities, and dispose
of existing facilities or parts thereof, as management deems
necessary. For more information about our lease obligations, see
Note 18: Lease Commitments in the Notes. Our
facilities and other properties are generally maintained in good
operating condition.
General. From time to time, as a normal
incident of the nature and kind of businesses in which we are,
and 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; the sale or use of
products 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. While it is
not feasible to predict the outcome of these matters with
certainty, and some lawsuits, claims or proceedings may be
disposed of or decided unfavorably to us, based upon available
information, in the opinion of management, settlements,
arbitration awards and final judgments, if any, which are
considered probable of being rendered against us in litigation
or arbitration in existence at July 2, 2010 are reserved
against, covered by insurance or would not have a material
adverse effect on our financial condition, results of operations
or cash flows.
U.S. Government
Business. U.S. Government contractors, such
as us, are engaged in supplying goods and services to the
U.S. Government and its various agencies. We are therefore
dependent on Congressional appropriations and administrative
allotment of funds and may be affected by changes in
U.S. Government policies. U.S. Government contracts
typically involve long lead times for design and development,
are subject to significant changes in contract scheduling and
may be unilaterally modified or cancelled by the
U.S. Government. Often these contracts call for successful
design and production of complex and technologically advanced
products or systems. We may participate in supplying goods and
services to the U.S. Government as either a prime
contractor or as a subcontractor to a prime contractor. Disputes
may arise between the prime contractor and the
U.S. Government and the prime contractor and its
subcontractors and may result in litigation or arbitration
between the contracting parties.
Generally, U.S. Government contracts are subject to
procurement laws and regulations, including the Federal
Acquisition Regulation (“FAR”), which outline uniform
policies and procedures for acquiring goods and services by the
U.S. Government, and specific agency acquisition
regulations that implement or supplement the FAR, such as the
Defense Federal Acquisition Regulations. As a
U.S. Government contractor, our contract costs are audited
and reviewed on a continuing basis by the Defense Contract Audit
Agency (“DCAA”). The DCAA also reviews the adequacy
of, and a U.S. Government contractor’s compliance
with, the contractor’s internal control systems and
policies, including the contractor’s purchasing, property,
estimating, compensation and management information systems. In
addition to these routine audits, from time to time, we may,
either individually or in conjunction with other
U.S. Government contractors, be the subject of audits and
investigations by other agencies of the U.S. Government.
These audits and investigations are conducted to determine if
our performance and administration of our U.S. Government
contracts are compliant with applicable contractual requirements
and procurement and other
applicable Federal laws and regulations. These investigations
may be conducted without our knowledge. We are unable to predict
the outcome of such investigations or to estimate the amounts of
resulting claims or other actions that could be instituted
against us, our officers or employees. Under present
U.S. Government procurement laws and regulations, if
indicted or adjudged in violation of procurement or other
Federal laws, a contractor, such as us, or one or more of our
operating divisions or subdivisions, could be subject to fines,
penalties, repayments, or compensatory or treble damages.
U.S. Government regulations also provide that certain
findings against a contractor may lead to suspension or
debarment from eligibility for awards of new
U.S. Government contracts for up to three years. Suspension
or debarment would have a material adverse effect on us because
of our reliance on U.S. Government contracts. In addition,
our export privileges could be suspended or revoked. Suspension
or revocation of our export privileges also would have a
material adverse effect on us. For further discussion of risks
relating to U.S. Government contracts, see
“Item 1A. Risk Factors” of this Report.
International. As an international company, we
are, from time to time, the subject of investigations relating
to our international operations, including under the
U.S. export control laws, the U.S. Foreign Corrupt
Practices Act and similar U.S. and international laws.
Environmental. We are subject to numerous
U.S. Federal, state and international environmental laws
and regulatory requirements and are involved from time to time
in investigations or litigation of various potential
environmental issues concerning activities at our facilities or
former facilities or remediation as a result of past activities
(including past activities of companies we have acquired). From
time to time, we receive notices from the
U.S. Environmental Protection Agency or equivalent state or
international environmental agencies that we are a potentially
responsible party under the Comprehensive Environmental
Response, Compensation and Liability Act (commonly known as the
“Superfund Act”)
and/or
equivalent laws. Such notices assert potential liability for
cleanup costs at various sites, which include sites owned by us,
sites we previously owned and treatment or disposal sites not
owned by us, allegedly containing hazardous substances
attributable to us from past operations. We own, previously
owned or are currently named as a potentially responsible party
at 14 such sites, excluding sites as to which our records
disclose no involvement or as to which our liability has been
finally determined. While it is not feasible to predict the
outcome of many of these proceedings, in the opinion of our
management, any payments we may be required to make as a result
of such claims in existence at July 2, 2010 will not have a
material adverse effect on our financial condition, results of
operations or cash flows. Additional information regarding
environmental matters is set forth in Note 1:
Significant Accounting Policies in the Notes, which Note is
incorporated herein by reference, and in “Item 1.
Business — Environmental and Other Regulations”
of this Report.
HSTX Securities Litigation. HSTX and certain
of its current and former officers and directors, including
certain current Harris officers, were named as defendants in a
federal securities class action complaint filed on
September 15, 2008 in the United States District Court for
the District of Delaware by plaintiff Norfolk County Retirement
System on behalf of an alleged class of purchasers of HSTX
securities from January 29, 2007 to July 30, 2008,
including shareholders of Stratex Networks, Inc.
(“Stratex”) who exchanged shares of Stratex for shares
of HSTX as part of the combination between Stratex and our
former Microwave Communications Division to form HSTX.
Similar complaints were filed in the United States District
Court for the District of Delaware on October 6, 2008 and
October 30, 2008. The complaints were consolidated in a
slightly expanded complaint filed on July 29, 2009 that,
among other things, added Harris Corporation as a defendant.
This action relates to public disclosures made by HSTX on
January 30, 2007 and July 30, 2008, which included the
restatement of HSTX’s financial statements for the first
three fiscal quarters of its fiscal 2008 (the quarters ended
March 28, 2008, December 28, 2007 and
September 28, 2007) and for its fiscal years ended
June 29, 2007, June 30, 2006 and July 1, 2005 due
to accounting errors. The consolidated complaint alleged
violations of Section 10(b) and Section 20(a) of the
Exchange Act and of
Rule 10b-5
promulgated thereunder, as well as violations of Section 11
and Section 15 of the Securities Act, and sought, among
other relief, determinations that the action is a proper class
action, unspecified compensatory damages and reasonable
attorneys’ fees and costs. We believe that the defendants
have meritorious defenses to these actions and the defendants
intend to defend the litigation vigorously.
The name, age, position held with us, and principal occupation
and employment during at least the past 5 years for each of
our executive officers as of August 27, 2010, are as
follows:
Howard L. Lance, 54
Robert K. Henry, 63
Daniel R. Pearson, 58
Gary L. McArthur, 50
Jeffrey S. Shuman, 56
Eugene S. Cavallucci, 63
Sheldon J. Fox, 51
Dana A. Mehnert, 48
Lewis A. Schwartz, 47
There is no family relationship between any of our executive
officers or directors, and there are no arrangements or
understandings between any of our executive officers or
directors and any other person pursuant to which any of them was
appointed or elected as an officer or director, other than
arrangements or understandings with our directors or officers
acting solely in their capacities as such. All of our executive
officers are elected annually and serve at the pleasure of our
Board of Directors.
Market
Information and Price Range of Common Stock
Our common stock, par value $1.00 per share, is listed and
traded on the NYSE, under the ticker symbol “HRS.”
According to the records of our transfer agent, as of
August 27, 2010, there were approximately
6,113 holders of record of our common stock. The high and
low sales prices of our common stock as reported on the NYSE
consolidated transactions reporting system and the dividends
paid on our common stock for each quarterly period in our last
two fiscal years are reported below:
Fiscal 2010
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal 2009
On August 27, 2010, the last sale price of our common stock
as reported in the NYSE consolidated transactions reporting
system was $42.87 per share.
Dividends
The cash dividends paid on our common stock for each quarter in
our last two fiscal years are set forth in the tables above. On
August 28, 2010, our Board of Directors increased the
quarterly cash dividend rate on our common stock from $.22 per
share to $.25 per share, for an annualized cash dividend rate of
$1.00 per share and declared a quarterly cash dividend of $.25
per share, which will be paid on September 17, 2010 to holders
of record on September 8, 2010. Our annualized cash dividend
rate was $.88 per share, $.80 per share and $.60 per share in
fiscal 2010, fiscal 2009 and fiscal 2008, respectively.
Quarterly cash dividends are typically paid in March, June,
September and December. We currently expect that cash dividends
will continue to be paid in the near future, but we can give no
assurances. The declaration of dividends and the amount thereof
will depend on a number of factors, including our financial
condition, capital requirements, results of operations, future
business prospects and other factors that our Board of Directors
may deem relevant.
Harris
Stock Performance Graph
The following performance graph and table do not constitute
soliciting material and the performance graph and table should
not be deemed filed or incorporated by reference into any other
previous or future filings by us under the Securities Act or the
Exchange Act, except to the extent that we specifically
incorporate the performance graph and table by reference
therein.
The performance graph and table below compare the five-year
cumulative total return of our common stock with the comparable
five-year cumulative total returns of the Standard &
Poor’s 500 Composite Stock Index (“S&P
500”), the Standard & Poor’s 500 Information
Technology Sector Index (“S&P 500 Information
Technology”) and the Standard & Poor’s 500
Aerospace & Defense Index (“S&P 500
Aerospace & Defense”). The figures in the
performance graph and table below assume an initial investment
of $100 at the close of business on July 1, 2005 in Harris,
the S&P 500, the S&P 500 Information Technology and
the S&P 500 Aerospace & Defense and the
reinvestment of all dividends, including, with respect to our
common stock, the Spin-off dividend. For purposes of calculating
the cumulative total return of our common stock, the
then-current
market value of the HSTX shares distributed in the Spin-off was
deemed to have been reinvested on the May 27, 2009 Spin-off
date in shares of our common stock.
We have included the S&P 500 because we are a company
within the S&P 500, and we have included the
S&P 500 Information Technology as a relevant published
industry index. In addition, we have included the
S&P 500 Aerospace & Defense because we believe
that this index is representative of certain other companies
competing with us or otherwise participating in markets we
serve, and therefore may also provide a fair basis for
comparison with us and be relevant to an assessment of our
performance.
COMPARISON OF
FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
HARRIS, S&P 500, S&P 500 INFORMATION TECHNOLOGY AND
S&P 500 AEROSPACE & DEFENSE
Harris
S&P 500
S&P 500 Information Technology
S&P 500 Aerospace & Defense
Sales of
Unregistered Securities
During fiscal 2010, we did not issue or sell any unregistered
securities.
Issuer
Purchases of Equity Securities
During fiscal 2010, we repurchased 4,779,411 shares of our
common stock under our repurchase program at an average price
per share of $41.81, excluding commissions. During fiscal 2009,
we repurchased 2,722,438 shares of our common stock under
our repurchase program at an average price per share of $45.88,
excluding commissions. The level of our repurchases depends on a
number of factors, including our financial condition, capital
requirements, results of operations, future business prospects
and other factors that our Board of Directors may deem relevant.
The timing, volume and nature of share repurchases are subject
to market conditions, applicable securities laws and other
factors and are at our discretion and may be suspended or
discontinued at any time. Shares repurchased by us are cancelled
and retired.
The following table sets forth information with respect to
repurchases by us of our common stock during the fiscal quarter
ended July 2, 2010:
Month No. 1
(April 3, 2010 — April 30, 2010)
Repurchase programs (1)
Employee transactions (2)
Month No. 2
(May 1, 2010 — May 28, 2010)
Month No. 3
(May 29, 2010 — July 2, 2010)
The information required by this Item with respect to securities
authorized for issuance under our equity compensation plans is
included in “Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters — Equity Compensation Plan Information”
of this Report. See Note 14: Stock Options and Other
Share-Based Compensation in the Notes for a general
description of our stock and equity incentive plans.
The following table summarizes our selected historical financial
information for each of the last five fiscal years. All amounts
presented have been restated on a continuing operations basis.
Discontinued operations are more fully discussed in
Note 3: Discontinued Operations in the Notes. The
selected financial information shown below has been derived from
our audited Consolidated Financial Statements, which for data
presented for fiscal years 2010 and 2009 are included elsewhere
in this Report. This table should be read in conjunction with
our other financial information, including “Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and the Consolidated Financial
Statements and accompanying Notes, included elsewhere in this
Report.
Results of Operations
Revenue from product sales and services
Cost of product sales and services
Interest expense
Income from continuing operations before income taxes
Income taxes
Income from continuing operations
Income (loss) from discontinued operations, net of income taxes
Net income
Average shares outstanding (diluted)
Per Share Data (Diluted)
Cash dividends
Financial Position at Fiscal Year-End
Net working capital
Net property, plant and equipment
Long-term debt
Total assets
Equity
Book value per share
OVERVIEW
The following Management’s Discussion and Analysis
(“MD&A”) is intended to assist in an
understanding of Harris. MD&A is provided as a supplement
to, should be read in conjunction with, and is qualified in its
entirety by reference to, our Consolidated Financial Statements
and accompanying Notes appearing elsewhere in this Report.
Except for the historical information contained herein, the
discussions in MD&A contain forward-looking statements that
involve risks and uncertainties. Our future results could differ
materially from those discussed herein. Factors that could cause
or contribute to such differences include, but are not limited
to, those discussed below in MD&A under
“Forward-Looking Statements and Factors that May Affect
Future Results.”
The following is a list of the sections of MD&A, together
with our perspective on the contents of these sections of
MD&A, which we hope will assist in reading these pages:
BUSINESS
CONSIDERATIONS
We are an international communications and information
technology company serving government and commercial markets in
more than 150 countries. We are dedicated to developing
best-in-class
assured
communications®
products, systems and services for global markets. Our company
generates revenue, income and cash flows by developing,
manufacturing and selling communications products and software
as well as providing related services. We sell directly to our
customers, the largest of which are U.S. Government
customers and their prime contractors, and we utilize agents and
intermediaries to sell and market some products and services,
especially in international markets.
We structure our operations primarily around the products and
services we sell and the markets we serve, and we report the
financial results of our continuing operations in the following
three business segments:
In the fourth quarter of fiscal 2009, in connection with the
May 27, 2009 Spin-off in the form of a taxable pro rata
dividend to our shareholders of all the shares of HSTX common
stock owned by us, we eliminated as a reporting segment our
former HSTX segment. Our historical financial results have been
restated to account for HSTX as discontinued operations for all
periods presented in this Report, and unless otherwise
specified, disclosures in this Report relate solely to our
continuing operations. See Note 3: Discontinued
Operations in the Notes for additional information regarding
discontinued operations.
Financial information with respect to all of our other
activities, including corporate costs not allocated to the
business segments or discontinued operations, is reported as
part of the “Unallocated corporate expense” or
“Non-operating
income (loss)” line items in our Consolidated Financial
Statements and accompanying Notes.
Value
Drivers of Our Businesses and Our Strategy for Achieving
Value
Harris’ mission statement is as follows: “Harris
Corporation will be the
best-in-class
global provider of mission-critical assured
communications®
systems and services to both government and commercial
customers, combining advanced technology and application
knowledge.” We are committed to our mission statement, and
we believe that executing our mission statement creates value.
Consistent with this commitment to effective execution, we
currently focus on these key value drivers:
Continuing profitable revenue growth in all
segments: We plan to focus on continued
profitable revenue growth by focusing on the following
strategies in each segment:
RF Communications: Continue to leverage our
reputation and position as a leading provider of secure tactical
radio communications and embedded high-grade encryption
solutions for military and government organizations and also of
secure communications systems and equipment for public safety,
utility and transportation markets. Expand our market reach with
new products and in adjacent markets.
Government Communications Systems: Conduct
advanced research studies and produce, integrate and support
highly reliable, net-centric communications and information
technology that solve the mission-critical challenges of our
defense, intelligence and civilian U.S. Government
customers. Leverage core capabilities such as SATCOM, ground
systems, avionics, data links, mission-critical networks, ISR
and space systems. Utilize IT Services business scale to address
the growing government and commercial services markets. Identify
and implement growth opportunities in new markets, including
healthcare solutions, cyberspace and commercial managed
services. Expand into international markets through joint
ventures and strategic acquisitions.
Broadcast Communications: Focus core
operations on a few attractive market segments with high growth
potential and more sustainable margins including: production,
content management and channel launch. Invest in key
international markets including Brazil, China, India and Russia,
as well as other countries in Latin America, Asia Pacific and
Africa where the transition from analog to digital is just
beginning. Invest in new media initiatives such as digital
out-of-home
networks, sports and live-event venues, mobile handheld devices
and full-motion video for government customers.
Leveraging technology transfer across business
segments: One of our strengths is our ability
to transfer technology among segments and focus our research and
development projects in ways that benefit Harris as a whole. An
example of this is our FAME product that utilizes COTS software
and hardware developed by our commercial Broadcast
Communications segment and applying that technology to
government applications where there is a need to gather, store,
distribute and analyze increasingly large amounts of ISR data.
Another area of focus is cross-selling through segment sales
channels and joint pursuits by multiple segments. Other
corporate initiatives include joint international market channel
development, such as shared distributors and coordinated
“go-to-market”
strategies.
Achieving operating efficiencies and cost
reductions: Our principal focus areas for
operating efficiencies and cost management are: reducing
procurement costs through an emphasis on coordinated supply
chain management; reducing product costs through dedicated
engineering resources focused on product design; improving
manufacturing efficiencies across all segments; and optimizing
facility utilization.
Making strategic acquisitions: Another
key value driver is effective capital allocation by making
effective acquisitions and investments to build or complement
the strengths in our base businesses and to gain access to new
markets. We believe acquisitions may also serve to balance and
enhance our portfolio of businesses. On July 30, 2010,
after the end of our fiscal 2010, we acquired privately held
CapRock, a global provider of mission-critical, managed
satellite communications services for the government, energy and
maritime markets. CapRock’s
highly-reliable
solutions include broadband Internet access, VOIP telephony,
wideband networking and real-time video, delivered to nearly
2,000 customer sites around the world. The acquisition of
CapRock increased the breadth of our assured
communications®
capabilities, while enabling us to enter new vertical markets
and increase our international presence. We will report CapRock
within our Government Communications Systems segment. In the
fourth quarter of fiscal 2010, we acquired SignaCert, which
expanded our position as a leading provider of cyber solutions
for U.S. Government and commercial customers, strengthened
our cyber leadership team, brings discriminating technology to
our cyber portfolio and better positions us to provide trusted,
comprehensive solutions that address the national priority of
enhancing critical cyber infrastructure. We report SignaCert
within our Government Communications Systems segment. In the
second quarter of fiscal 2010, we acquired Patriot, which had
about 100 employees and expanded our position as a leading
provider of integrated and interoperable healthcare IT solutions
for the U.S. Government market. Additionally, we believe
this acquisition further positions us for providing a
comprehensive solution addressing the national priority of
integrating the VA and Military Health Systems. We report
Patriot within our Government Communications Systems segment. In
the fourth quarter of fiscal 2009, we acquired Wireless Systems,
Crucial and SolaCom ATC. Wireless Systems is an established
provider of mission-critical wireless communications systems for
law enforcement, fire and rescue, public service, utility and
transportation markets. We report Wireless Systems, which we
call the Public Safety and Professional Communications business,
within our RF Communications segment. Crucial is a
Washington, D.C.-area provider of mission-enabling
engineering solutions that address both offensive and defensive
IT security challenges for Federal law enforcement and other
U.S. Government agencies. We report Crucial within our
Government Communications Systems segment. SolaCom ATC provides
voice and data communications systems and solutions for air
traffic facilities and radio communications between in flight
aircraft and air traffic controllers. We report SolaCom ATC
within our Government Communications Systems segment. In recent
years, we have also made several other acquisitions. In our
Government Communications Systems segment, we acquired Multimax
Incorporated (“Multimax”), which provided us greater
scale, a broader customer base and new growth opportunities
through key positions on GWACs in our IT Services business. In
our Broadcast Communications segment, we acquired Encoda Systems
Holdings, Inc. (“Encoda”), Leitch, Optimal Solutions,
Inc. (“OSi”), Aastra Digital Video
(“Aastra”) and Zandar Technologies plc
(“Zandar”). These acquisitions helped us expand our
product and service portfolios so we can offer
end-to-end
content delivery, transport and asset management solutions to
our customers.
Maintaining an efficient capital
structure: Our capital structure is intended
to optimize our cost of capital. We believe our strong capital
position, access to key financial markets, ability to raise
funds at a low effective cost and overall low cost of borrowing
provide a competitive advantage. We had $455.2 million in
cash and cash equivalents as of July 2, 2010 and had
$802.7 million of cash flows provided by operating
activities during fiscal 2010. Our cash is not restricted and
can be used to make capital expenditures, make strategic
acquisitions, repurchase our common stock or pay dividends to
our shareholders. As of July 2, 2010, we have a remaining
authorization to repurchase approximately $450 million in
shares of our common stock under our repurchase program. Our
repurchase program does not have a stated expiration date. The
level of our repurchases depends on a number of factors,
including our financial condition, capital requirements, results
of operations, future business prospects and other factors our
Board of Directors may deem relevant. The timing, volume and
nature of share repurchases are subject to market conditions,
applicable securities laws and other factors and are at our
discretion and may be suspended or discontinued at any time.
Additional information regarding share repurchases during fiscal
2010 and our repurchase program is set forth above under
Part II. “Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities” of this Report.
Key
Indicators
We believe our value drivers, when implemented, will improve our
key indicators of value such as: (1) income from continuing
operations and income from continuing operations per diluted
common share, (2) revenue, (3) gross margin,
(4) income from continuing operations as a percentage of
revenue, (5) net cash provided by operating activities,
(6) return on average assets and (7) return on average
equity. The measure of our success is reflected in our results
of operations and liquidity and capital resources key indicators:
Fiscal 2010 Results of Operations Key
Indicators: Income from continuing
operations, income from continuing operations per diluted common
share, revenue, gross margin, and income from continuing
operations as a percentage of revenue represent key measurements
of our value drivers:
Refer to MD&A heading “Operations Review” below
in this Report for more information.
Liquidity and Capital Resources Key
Indicators: Net cash provided by operating
activities, return on average assets and return on average
equity also represent key measurements of our value drivers:
Refer to MD&A heading “Liquidity, Capital Resources
and Financial Strategies” below in this Report for more
information.
Industry-Wide
Opportunities, Challenges and Risks
Government Markets: The DoD’s
U.S. Government Fiscal Year (“GFY”) 2011 budget
proposal begins to implement the recommendations of the
Quadrennial Defense Review to rebalance and reform the DoD to
enhance future security and make the best use of taxpayer
dollars. Specifically, the budget proposal is focused on
identifying long-term strategic needs and targeting resources to
its highest priorities, such as rebalancing U.S. forces to
address both current and future conflicts, modernizing weapons
systems, reforming the defense acquisition process and
supporting troops in the field.
We expect the U.S. Government to remain committed to
funding intelligence, information superiority, special
operations and warfighter support.
The DoD’s GFY 2011 budget request is for approximately
$708 billion, which is approximately 2.2% above GFY 2010
enacted levels of $693 million. The GFY 2011 budget request
includes $549 billion for base defense programs and
$159 billion for overseas contingency operations
(“OCO”).
The level of growth and budget amounts allocated to DoD
procurement accounts (“Procurement”), along with
research, development, test and evaluation
(“RDT&E”) components of the DoD budget, also are
an important indicator of spending. Including OCO funding, GFY
2011 budget requests for Procurement and RDT&E of
$137 billion and $77 billion, respectively, are
comparable to GFY 2010 estimates for Procurement and RDT&E
of $136 billion and $81 billion, respectively.
Additionally, the DoD Operations and Maintenance account
(“O&M”), which contains the bulk of funding for
training, logistics, services and other logistical support, is a
major account of importance. The DoD O&M budget request for
GFY 2011, including funding for OCO, is $317 billion
compared with the GFY 2010 estimate of $298 billion.
Another current funding priority for the U.S. Government is
the security of the U.S., which includes better communications
interplay among law enforcement, civil government agencies,
intelligence agencies and our military services. Funding for
investments in secure tactical communications, IT, information
processing, healthcare IT, cyber security and additional
communications assets and upgrades has remained solid. Another
current priority of the U.S. Government is investments in
productivity, cost reductions and upgrading to new IT systems
and solutions. As a result, programs that promote these
initiatives are also expected to receive funding, although there
is no assurance that such funding will remain a priority. We
provide products and services to a number of
U.S. Government agencies including the FAA, NRO, NGA,
Census Bureau, Department of State, NSA, NOAA and others. For
example, the FAA has recently announced its NextGen project to
transform the entire U.S. air transport system to meet
future demands and avoid gridlock in the sky and at airports. We
also provide products to Federal, state and local government
agencies that are committed to protecting our homeland and
public safety. These agencies are upgrading their technologies
to improve communications and interoperability.
International markets continue to drive toward tactical
communications upgrades and interoperability with the systems
and equipment used by the U.S. Government. We have also
identified substantial opportunities with international
governments with respect to their defense spending on national
security and on tactical communications modernization and
standardization programs, which we believe will positively
affect our future orders, sales, income and cash flows.
Despite the recent overall slowing in the rate of growth of
government spending and the cancellation of particular platforms
and programs, the types of products and services we offer appear
to be a funding priority over the long term, which we believe
will positively affect our future orders, sales, income and cash
flows. Conversely, a decline in government spending or a shift
in funding priorities may have a negative effect on future
orders, sales, income and cash flows depending on the platforms
and programs affected by such budget reductions or shifts in
funding priorities.
As a U.S. Government contractor, we are subject to
U.S. Government oversight. The U.S. Government may
investigate our business practices and audit our compliance with
applicable rules and regulations. Depending on the results of
those investigations and audits, the U.S. Government could
make claims against us. Under U.S. Government procurement
regulations and practices, an indictment or conviction of a
government contractor could result in that contractor being
fined and/or
suspended from being able to bid on, or from being awarded, new
U.S. Government contracts for a period of time. Similar
government oversight exists in most other countries where we
conduct business. We are currently not aware of any compliance
audits or investigations that could result in a significant
adverse impact to our financial condition, results of operations
or cash flows.
We are also subject to other risks associated with
U.S. Government business, including technological
uncertainties, dependence on annual appropriations and allotment
of funds, extensive regulations and other risks, which are
discussed in “Item 1A. Risk Factors” and
“Item 3. Legal Proceedings” of this Report.
Commercial Broadcast Market: Continuing
weakness in the global economy has adversely impacted capital
spending by broadcast and media customers, especially in the U.S.
Trends and developments in the broadcast communications market
include:
Our management believes that our experience and capabilities are
well aligned with, and that we are positioned to capitalize on,
the market trends noted above in this Report. While we believe
that some of these developments may temper near-term growth, we
also expect they generally will have a longer-term positive
impact on us. However, we remain subject to general economic
conditions that could adversely affect our customers. We also
remain subject to other risks associated with these markets,
including technological uncertainties, changes in the Federal
Communications Commission’s (“FCC”) regulations,
slow market adoption of digital radio and DTV or any of our new
products and other risks which are discussed below under
“Forward-Looking Statements and Factors that May Affect
Future Results” and in “Item 1A. Risk
Factors” of this Report.
OPERATIONS
REVIEW
Revenue
and Income From Continuing Operations
Revenue
% of revenue
Income from continuing operations per diluted common share
Fiscal 2010 Compared With Fiscal
2009: Our revenue for fiscal 2010 was
$5,206.1 million, an increase of 4.0 percent compared
with fiscal 2009. Income from continuing operations for fiscal
2010 was $561.6 million, an increase of 79.8 percent
compared with fiscal 2009 income from continuing operations of
$312.4 million. Fiscal 2010 revenue increased by
17.4 percent in our RF Communications segment, and
decreased by 0.8 percent and 16.7 percent in our
Government Communications Systems and Broadcast Communications
segments, respectively. Our RF Communications segment revenue
benefited from our acquisition of Wireless Systems in the fourth
quarter of fiscal 2009, partially offset by a decline in our
Tactical Radio Communications business in fiscal 2010.
Government Communications Systems segment revenue reflects the
winding down of the FDCA program for the U.S. Census
Bureau’s 2010 census that was mostly offset by growth from
several new programs and growth initiatives. Revenue in our
Broadcast Communications segment was impacted by continuing
weakness in the U.S. broadcast market.
Fiscal 2010 income from continuing operations increased from
fiscal 2009, primarily due to a $255.5 million
($196.7 million after-tax) non-cash charge recorded in the
fourth quarter of fiscal 2009 for impairment of goodwill and
other long-lived assets in our Broadcast Communications segment
and strong operating results in our RF Communications and
Government Communications Systems segments. Operating income
increased in our RF Communications segment in fiscal 2010
compared with fiscal 2009 primarily due to higher operating
margins in our Tactical Radio Communications business and our
acquisition of Wireless Systems. Operating income increased in
our Government Communications Systems segment in fiscal 2010
compared with fiscal 2009 primarily due to strong operating
margins. Additionally, operating income in fiscal 2009 included
an $18.0 million charge for schedule and cost overruns on
commercial satellite reflector programs in fiscal 2009.
Additionally, our interest expense increased to
$72.1 million in fiscal 2010 from interest expense of
$52.8 million in fiscal 2009, primarily due to increased
borrowings related to our acquisition of Wireless Systems. In
fiscal 2010, our effective tax rate (income taxes as a
percentage of income from continuing operations before income
taxes) was 33.2 percent compared with an effective tax rate
of 35.6 percent in fiscal 2009.
See the “Interest Income and Interest Expense,”
“Income Taxes” and “Discussion of Business
Segments” discussions below in this MD&A for further
information.
Fiscal 2009 Compared With Fiscal
2008: Our revenue for fiscal 2009 was
$5,005.0 million, an increase of 8.9 percent compared
with fiscal 2008. Income from continuing operations for fiscal
2009 was $312.4 million, a decrease of 31.1 percent
compared with fiscal 2008 income from continuing operations of
$453.5 million. Fiscal 2009 revenue increased by
16.8 percent and 9.3 percent in our RF Communications
and Government Communications Systems segments, respectively,
and decreased by 9.3 percent in our Broadcast
Communications segment. Our RF Communications segment revenue
benefited from continued strength in international markets and
our acquisition of Wireless Systems, while our Government
Communications Systems segment revenue benefited from the
ramping up of the FDCA program for the U.S. Census Bureau
for the 2010 census and new program wins. The revenue decrease
in our Broadcast Communications segment reflected lower demand,
primarily due to the global recession and delays in capital
spending by customers.
Fiscal 2009 income from continuing operations decreased from
fiscal 2008, primarily due to a $255.5 million
($196.7 million after-tax) non-cash charge for impairment
of goodwill and other long-lived assets in our Broadcast
Communications segment. Operating income increased in our RF
Communications and Government Communications Systems segments in
fiscal 2009 compared with fiscal 2008. The increase in our
Government Communications Systems segment operating income was
primarily due to lower charges for schedule and cost overruns on
commercial satellite reflector programs in fiscal 2009
($18.0 million) than in fiscal 2008 ($75.9 million),
the ramp up of the FDCA program and strong results on the FTI
program.
Additionally, income from continuing operations in fiscal 2009
was impacted by $28.6 million of charges, net of government
cost reimbursement, for company-wide cost-reduction actions,
primarily initiated in response to the global economic slowdown,
pressure on DoD spending, and contract delays. Those charges
were comprised of $24.1 million for severance and other
employee-related exit costs and $4.5 million related to
consolidation of facilities.
We had a fiscal 2009 non-operating loss of $3.1 million
compared with fiscal 2008 non-operating income of
$11.4 million. In fiscal 2009, our effective tax rate
(income taxes as a percentage of income from continuing
operations before income taxes) was 35.6 percent compared
with an effective tax rate of 32.1 percent in fiscal 2008.
See the “Non-Operating Income (Loss),” “Income
Taxes” and “Discussion of Business Segments”
discussions below in this MD&A for further information.
Gross
Margin
Gross margin
Fiscal 2010 Compared With Fiscal
2009: Our gross margin (revenue less cost of
product sales and services) as a percentage of revenue
(“gross margin percentage”) in fiscal 2010 was
36.0 percent compared with 31.7 percent in fiscal
2009. The increase in gross margin percentage was primarily due
to an increase in the gross margin percentage in our RF
Communications segment as a result of favorable product mix due
to the U.S. military’s mine resistant ambush protected
vehicle (“MRAP”) and mine resistant ambush protected
all-terrain vehicle (“M-ATV”) programs and operational
efficiencies, as well as a higher percentage of our overall
sales that was generated by this higher-margin segment.
Additionally, in fiscal 2010, a slightly lower gross margin
percentage in our Broadcast Communications segment and a lower
percentage of our overall sales that was generated by this
higher-margin segment was mostly offset by an increase in the
gross margin percentage in our Government Communications Systems
segment. See the “Discussion of Business Segments”
discussion below in this MD&A for further information.
Fiscal 2009 Compared With Fiscal
2008: Our gross margin (revenue less cost of
product sales and services) as a percentage of revenue was
essentially flat from fiscal 2008 to fiscal 2009 at
31.7 percent in fiscal 2009 compared with 31.6 percent
in fiscal 2008. The slight increase in gross margin as a
percentage of revenue was primarily due to an increase in gross
margin as a percentage of revenue in our Government
Communications Systems segment due to lower charges for schedule
and cost overruns on commercial satellite reflector programs
incurred in fiscal 2009 compared with fiscal 2008 and a larger
mix of sales coming from our higher-margin RF Communications
segment in fiscal 2009 compared with fiscal 2008. These positive
impacts to gross margin as a percentage of revenue were almost
entirely offset by a decline in gross margin as a percentage of
revenue in our RF Communications segment in fiscal 2009 compared
with fiscal 2008 and a lower mix of sales coming from our
higher-margin Broadcast Communications segment in fiscal 2009
compared with fiscal 2008. Additionally, in fiscal 2009, gross
margin included $5.0 million of charges, net of government
cost reimbursement, for cost-reduction actions. See the
“Discussion of Business Segments” discussion below in
this MD&A for further information.
Engineering,
Selling and Administrative Expenses
Engineering, selling and administrative expenses
Fiscal 2010 Compared With Fiscal
2009: Our engineering, selling and
administrative (“ESA”) expenses increased to
$958.9 million in fiscal 2010 from $791.3 million in
fiscal 2009. The increase in ESA expenses was primarily due to
our acquisition of Wireless Systems. Additionally, ESA expenses
in fiscal 2010 included $20.4 million of
acquisition-related costs, compared with $8.9 million of
acquisition-related costs incurred in fiscal 2009. These
increases in ESA expenses were partially offset by the benefit
of cost-reduction actions taken in fiscal 2009.
As a percentage of revenue, ESA expenses increased to
18.4 percent in fiscal 2010 from 15.8 percent in
fiscal 2009. The increase in ESA expenses as a percentage of
revenue was primarily due to our acquisition of Wireless
Systems, which has higher ESA expenses as a percentage of
revenue compared with our other businesses. See the
“Discussion of Business Segments” discussion below in
this MD&A for further information.
Overall company-sponsored research and product development
costs, which are included in ESA expenses, were
$325.8 million in fiscal 2010 compared with
$243.5 million in fiscal 2009. The increase in
company-sponsored research and product development costs was
primarily due to our acquisition of Wireless Systems in the
fourth quarter of fiscal 2009.
Fiscal 2009 Compared With Fiscal
2008: Our ESA expenses increased to
$791.3 million in fiscal 2009 from $746.5 million in
fiscal 2008. As a percentage of revenue, these expenses
decreased to 15.8 percent in fiscal 2009 from
16.2 percent in fiscal 2008. The decrease in ESA expenses
as a percentage of revenue was primarily due to revenue growth
of 8.9 percent compared with total growth in ESA expenses
of only 6.0 percent, primarily as a result of
cost-reduction actions in our Broadcast Communications segment.
The increase in total ESA expenses was primarily due to
$23.6 million of charges for cost-reduction actions,
$8.3 million of charges related to integration costs and a
write-off of in-process research and development associated with
our acquisition of Wireless Systems and a $4.1 million
charge related to the Spin-off of HSTX. ESA expenses also
increased due to higher sales and marketing expenses in our RF
Communications segment in fiscal 2009 associated with our
tactical radio systems products and the acquisition of Wireless
Systems, partially offset by decreases in ESA expenses in our
Government Communications Systems and Broadcast Communications
segments in fiscal 2009. See the “Discussion of Business
Segments” discussion below in this MD&A for further
information.
Overall company-sponsored research and product development
costs, which are included in ESA expenses, were
$243.5 million in fiscal 2009 compared with
$248.0 million in fiscal 2008.
Non-Operating
Income (Loss)
Non-operating income (loss)
* Not meaningful
Fiscal 2010 Compared With Fiscal
2009: We had a non-operating loss of
$1.9 million in fiscal 2010 compared with a non-operating
loss of $3.1 million in fiscal 2009. The decrease was
primarily due to lower costs related to intellectual property
litigation incidental to our business.
Fiscal 2009 Compared With Fiscal
2008: We had a non-operating loss of
$3.1 million in fiscal 2009 compared with non-operating
income of $11.4 million in fiscal 2008. The fiscal 2009
non-operating loss was primarily due to a $7.6 million
write-down of our investment in AuthenTec, Inc.
(“AuthenTec”), recorded in the first quarter of fiscal
2009, to reflect an
other-than-temporary
impairment, partially offset by a $7.5 million gain on the
sale of certain non-strategic patents in the third quarter of
fiscal 2009. Fiscal 2008 non-operating income primarily resulted
from a $5.6 million gain related to
mark-to-market
adjustments on warrants we held to acquire shares of
AuthenTec, which were classified as derivatives, and gains of
$9.8 million on the sale of a portion of our investment in
AuthenTec. See Note 20: Non-Operating Income (Loss)
in the Notes for further information.
Interest
Income and Interest Expense
Interest income
Fiscal 2010 Compared With Fiscal
2009: Our interest income decreased to
$1.5 million in fiscal 2010 from $3.2 million in
fiscal 2009, primarily due to lower interest rates applicable to
our balances of cash and cash equivalents. Our interest expense
increased to $72.1 million in fiscal 2010 from interest
expense of $52.8 million in fiscal 2009, primarily due to
increased borrowings related to our acquisition of Wireless
Systems in the fourth quarter of fiscal 2009.
Fiscal 2009 Compared With Fiscal
2008: Our interest income decreased to
$3.2 million in fiscal 2009 from $5.2 million in
fiscal 2008, primarily due to lower interest rates earned on our
balances of cash and cash equivalents. Our interest expense of
$52.8 million in fiscal 2009 was essentially flat with
interest expense of $53.1 million in fiscal 2008.
Income
Taxes
% of income from continuing operations before income taxes
Fiscal 2010 Compared With Fiscal
2009: Our effective tax rate (income taxes as
a percentage of income from continuing operations before income
taxes) was 33.2 percent in fiscal 2010 compared with
35.6 percent in fiscal 2009. In fiscal 2010, our effective
tax rate was lower than the U.S. statutory income tax rate,
primarily due to a $3.5 million state income tax benefit
associated with the filing of our income tax returns, which we
recorded in the second quarter of fiscal 2010. In fiscal 2009,
our effective tax rate was higher than the U.S. statutory
income tax rate, primarily due to the non-deductibility of a
significant portion of the $255.5 million non-cash charge
for impairment of goodwill and other long-lived assets in our
Broadcast Communications segment recorded in the fourth quarter
of fiscal 2009, largely offset by: a $3.3 million tax
benefit that we recorded in the second quarter of fiscal 2009
when legislative action restored the U.S. Federal income
tax credit for research and development expenses for fiscal
2008; a $3.7 million state tax benefit in the second
quarter of fiscal 2009 related to the filing of our tax returns;
and a $6.5 million favorable impact recorded in the third
quarter of fiscal 2009 from the settlement of the
U.S. Federal income tax audit of fiscal year 2007. See
Note 23: Income Taxes in the Notes for further
information.
Fiscal 2009 Compared With Fiscal
2008: Our effective tax rate (income taxes as
a percentage of income from continuing operations before income
taxes) was 35.6 percent in fiscal 2009 compared with
32.1 percent in fiscal 2008. In fiscal 2009, our effective
tax rate was higher than the U.S. statutory income tax rate
for the same reasons noted above regarding fiscal 2010 compared
with fiscal 2009. In fiscal 2008, our effective tax rate was
lower than the U.S. statutory income tax rate primarily due
to an $11 million favorable impact from the settlement of
U.S. Federal income tax audits of fiscal years 2004 through
2006. Additionally, in the third quarter of fiscal 2008, we
began recording state income taxes in our Consolidated Statement
of Income as ESA expenses to the extent such state taxes are
reimbursed under government contracts, which totaled
$9.9 million for fiscal 2008. Under U.S. Government
regulations, these state income taxes are allowable costs in
establishing prices for the products and services we sell to the
U.S. Government. Prior to the third quarter of fiscal 2008,
these state income taxes were recorded in our Consolidated
Statement of Income as income taxes. The reimbursement of these
state income taxes is recorded in our Consolidated Statement of
Income as revenue for all periods presented. As a result of this
change,
we reduced total income tax expense by approximately
$6.4 million in fiscal 2008. See Note 23: Income
Taxes in the Notes for further information.
Discussion
of Business Segments
RF
Communications Segment
Segment operating income
Fiscal 2010 Compared With Fiscal
2009: RF Communications segment revenue
increased 17.4 percent and operating income increased
23.8 percent from fiscal 2009 to fiscal 2010. Operating
income as a percentage of revenue was 34.2 percent in
fiscal 2010 compared with 32.5 percent in fiscal 2009.
Revenue in fiscal 2010 included $1,573.2 million in our
Tactical Radio Communications business and $494.0 million
in our Public Safety and Professional Communications business.
Revenue growth in fiscal 2010 compared with fiscal 2009 was
driven by our acquisition of Wireless Systems in the fourth
quarter of fiscal 2009, partially offset by a decline in total
tactical radio sales.
In spite of the recent decline in the total tactical radio
market, our tactical radio sales increased in the
U.S. market due to continued customer adoption of our
next-generation Falcon III radios, as well as equipping a
significant number of the U.S. military’s MRAPs and
M-ATVs with Falcon
II®
and Falcon III radios. In the international market, our
tactical radio sales declined in fiscal 2010 compared with
fiscal 2009 primarily due to a delay in shipments as a result of
the high priority of the U.S. MRAP and M-ATV programs.
However, international orders in fiscal 2010 were strong,
signaling growing international demand.
The increase in operating income was primarily due to higher
operating margins in our Tactical Radio Communications business
and our acquisition of Wireless Systems. Additionally, we
incurred a $19.3 million charge associated with our
acquisition of Wireless Systems in fiscal 2010 compared with
$9.5 million in fiscal 2009. The increase in operating
income as a percentage of revenue was primarily driven by
favorable product mix as a result of the
U.S. military’s MRAP and M-ATV programs,
cost-reduction actions implemented in the second half of fiscal
2009 and operational efficiencies.
Orders for this segment were $2.88 billion for fiscal 2010
compared with $1.25 billion for fiscal 2009. Fiscal 2010
orders included $2.34 billion in our Tactical Radio
Communications business and $541 million in our Public
Safety and Professional Communications business. At the end of
the fourth quarter, total backlog in our RF Communications
segment was $1.76 billion, including $1.24 billion in
our Tactical Radio Communications business and $527 million
in our Public Safety and Professional Communications business.
This segment derived 66 percent of its revenue from
U.S. Government customers, including the DoD and
intelligence and civilian agencies, as well as foreign military
sales through the U.S. Government, whether directly or
through prime contractors, in fiscal 2010 compared with
79 percent in fiscal 2009. The decrease in the percent of
revenue from U.S. Government customers was primarily due to
our acquisition of Wireless Systems in the fourth quarter of
fiscal 2009.
Fiscal 2009 Compared With Fiscal
2008: RF Communications segment revenue
increased 16.8 percent and operating income increased
8.8 percent from fiscal 2008 to fiscal 2009. Operating
income as a percentage of revenue was 32.5 percent in
fiscal 2009 compared with 34.9 percent in fiscal 2008.
Revenue growth in fiscal 2009 compared with fiscal 2008 was
primarily driven by significantly higher international sales and
our acquisition of Wireless Systems, partially offset by a
decline in the U.S. market. International tactical radio
sales increased 66.2 percent from fiscal 2008 levels and
represented 40 percent of total tactical radio revenue in
fiscal 2009 compared with 27 percent of total tactical
radio revenue in fiscal 2008.
The decline in the U.S. market was a result of a
combination of factors. Pressure on DoD budgets caused by the
global economic crisis and deficit spending slowed DoD
procurements for many defense products and systems, including
tactical radios for modernization programs. For us, the slower
procurement environment was compounded by reduced urgency for
radio systems to support operational requirements in Iraq, which
was partially offset by additional requirements for Afghanistan.
In the international market, demand remained robust and
continued to drive significant international revenue growth. We
provide Falcon tactical radios to more than 100 countries.
In the fourth quarter of fiscal 2009 we saw a rebound in DoD
orders. Our RF Communications segment benefited from positive
long-term market trends, a very strong competitive position and
an industry-leading new product portfolio. For example, the
Falcon III 117G manpack radio is the first JTRS-approved
tactical radio system that provides wideband mobile ad-hoc
networked communications. The radio has been fielded by all
military branches of the DoD and several international allies.
The radio supports secure, high-bandwidth
on-the-move
communications, delivering an evolving picture of the
battlefield in real time.
On May 29, 2009, we acquired substantially all of the
assets of Wireless Systems (formerly known as
M/A-COM), an
established provider of mission-critical wireless communications
systems for law enforcement, fire and rescue, public service,
utility and transportation markets. In connection with the
acquisition, we assumed liabilities primarily related to
Wireless Systems. We did not assume the State of New York
wireless network contract awarded to Wireless Systems in
December 2004. We call Wireless Systems our Public Safety and
Professional Communications business. We believe the acquisition
created a powerful supplier of
end-to-end
wireless network solutions to the global land mobile radio
systems market and greatly accelerated our entry into that
market. Our fiscal 2009 results of operations reflected five
weeks of operating results of the newly acquired Public Safety
and Professional Communications business, representing the
period subsequent to the acquisition. For further information
related to the acquisition, including the allocation of the
purchase price and pro forma results as if the acquisition had
taken place as of the beginning of the periods presented, see
Note 4: Business Combinations in the Notes.
The decline in operating income as a percentage of revenue was
primarily driven by a decline in gross margin percentage as a
result of higher sales of lower margin products and
$8.1 million of charges in the fourth quarter of fiscal
2009 for cost-reduction actions. Additionally, we incurred
$9.5 million of transaction-related costs in connection
with our acquisition of Wireless Systems including the write-off
of in-process research and development ($7.0 million), the
impact of a
step-up in
inventory ($1.1 million) and integration costs
($1.4 million).
Orders for this segment were $1.25 billion for fiscal 2009
compared with $1.68 billion for fiscal 2008. This segment
derived 79 percent of its revenue from U.S. Government
customers, including the DoD and intelligence and civilian
agencies, as well as foreign military sales through the
U.S. Government, whether directly or through prime
contractors, in fiscal 2009 compared with 82 percent in
fiscal 2008.
Government
Communications Systems Segment
Fiscal 2010 Compared With Fiscal
2009: Government Communications Systems
segment revenue decreased slightly from fiscal 2009 revenue, and
operating income increased 11.3 percent from fiscal 2009 to
fiscal 2010. Operating income as a percentage of revenue was
12.5 percent in fiscal 2010 compared with 11.2 percent
in fiscal 2009. Revenue in fiscal 2010 compared with fiscal 2009
declined as the FDCA program for the U.S. Census Bureau for
the 2010 census nears completion and the revenue from this
program will continue to decline in fiscal 2011. The
$238 million decline in revenue from the FDCA program in
fiscal 2010 was mostly offset by increased revenue in fiscal
2010 from the following programs: the GOES-R GS weather program
for NOAA, the MET program for the U.S. Army, the IT
services relocation program for the USSOUTHCOM, the FTI program,
the F-35 Joint Strike Fighter program, the U.S. Air Force
NETCENTS program, the WIN-T program, and from recent
acquisitions primarily related to our Cyber Integrated Solutions
and Healthcare Solutions businesses.
The increases in operating income and operating income as a
percentage of revenue in fiscal 2010 compared with fiscal 2009
were primarily due to excellent award fees and overall program
execution across the segment, partially offset by a
$6.8 million charge in fiscal 2010 for integration and
other costs associated with our acquisitions of Crucial, SolaCom
ATC, Patriot, SignaCert and CapRock. Additionally, operating
income in fiscal 2009 included an $18.0 million charge for
schedule and cost overruns on commercial satellite reflector
programs.
In the second quarter of fiscal 2010, we acquired Patriot, which
has about 100 employees and expanded our position as a
leading provider of integrated and interoperable healthcare IT
solutions for the U.S. Government market. Additionally, we
believe this acquisition further positions us for providing a
comprehensive solution addressing the national priority of
integrating the VA and Military Health Systems.
On July 30, 2010, after the end of our fiscal 2010, we
acquired privately held CapRock, a global provider of
mission-critical managed satellite communications services for
the government, energy and maritime markets. CapRock’s
highly-reliable solutions include broadband Internet access,
VOIP telephony, wideband networking and real-time video,
delivered to nearly 2,000 customer sites around the world. The
acquisition of CapRock increased the breadth of our assured
communications®
capabilities, while enabling us to enter new vertical markets
and increase our international presence. The purchase price for
CapRock was $525 million in cash, subject to possible
post-closing upward or downward adjustment. For calendar year
2009, CapRock had revenue of $359 million and operating
income of $28 million.
Orders for this segment were $2.7 billion for fiscal 2010
and fiscal 2009. This segment derived 96 percent of its
revenue from U.S. Government customers, including the DoD
and intelligence and civilian agencies, as well as foreign
military sales through the U.S. Government, whether
directly or through prime contractors, for both fiscal 2010 and
fiscal 2009.
Fiscal 2009 Compared With Fiscal
2008: Government Communications Systems
segment revenue increased 9.3 percent and operating income
increased 34.0 percent from fiscal 2008 to fiscal 2009.
Operating income as a percentage of revenue was
11.2 percent in fiscal 2009 compared with 9.1 percent
in fiscal 2008. Revenue in fiscal 2009 compared with fiscal 2008
increased in all four of the segment’s businesses (Defense
Programs, National Intelligence Programs, Civil Programs and IT
Services), and was primarily driven by a further ramping up of
the FDCA program for the U.S. Census Bureau for the 2010
census and classified programs for our national intelligence
customers. In addition to revenue growth from the FDCA and
national intelligence customer programs, significant
contributions to increased revenue in fiscal 2009 came from: the
CBSP for the U.S. Navy; sales of surveillance equipment;
the Global Geospatial Intelligence (“GGI”) program for
the NGA; and the F-35 Joint Strike Fighter program. Revenue
decreases in fiscal 2009 compared with fiscal 2008 resulted from
the successful completion of the FAA Voice Switching and Control
Systems (“VSCS”) refurbishment phase, completion of
the Master Address File/Topologically Integrated Geographic
Encoding and Referencing Accuracy Improvement Project
(“MTAIP”) database program for the U.S. Census
Bureau and a decline in commercial satellite reflectors revenue.
The ramping up of several contract awards in the segment’s
Healthcare Solutions business also contributed to higher revenue
in fiscal 2009, including a significant multi-million-dollar,
ten-year contract with Health First, a Florida-based healthcare
provider.
The increases in operating income and operating income as a
percentage of revenue in fiscal 2009 compared with fiscal 2008
were primarily due to significantly lower charges for schedule
and cost overruns on commercial satellite reflector programs in
fiscal 2009 ($18.0 million) than in fiscal 2008
($75.9 million). Additionally, operating income and
operating margin in fiscal 2009 benefitted from the ramping up
of the FDCA program and strong results on the FTI program. These
increases to operating income and operating income as a
percentage of revenue were partially offset by charges for
cost-reduction actions of $5.0 million.
On April 15, 2009, we acquired Crucial, a privately held
110-employee Washington, D.C. area provider of
mission-enabling engineering solutions that address both
offensive and defensive IT security challenges for Federal law
enforcement and other U.S. Government agencies. The
acquisition expanded our capabilities, customer footprint and
initiatives in the cyber security market.
On June 19, 2009, we acquired 50-employee SolaCom ATC,
which provides voice and data communications systems and
solutions for air traffic facilities and radio communications
between in-flight aircraft and air traffic controllers. The
acquisition provided our Civil Programs business, a leader in
air traffic control communications networks and
telecommunications infrastructure, with an immediate ability to
address additional segments of the air traffic control
voice/data systems market and we believe further positioned us
to support the FAA’s anticipated NextGen program.
Our fiscal 2009 results of operations reflect approximately
eleven weeks of operating results for Crucial and two weeks of
operating results for SolaCom ATC, representing the periods
subsequent to those acquisitions, which were not material to the
financial results of our Government Communications Systems
segment.
Orders for this segment were $2.7 billion for fiscal 2009
compared with $2.5 billion for fiscal 2008. This segment
derived 96 percent of its revenue from U.S. Government
customers, including the DoD and intelligence and
civilian agencies, as well as foreign military sales through the
U.S. Government, whether directly or through prime
contractors, for both fiscal 2009 and fiscal 2008.
In the fourth quarter of fiscal 2009, we were awarded two new
long-term contracts on major government programs. We were
awarded a ten-year contract, potentially worth
$736 million, for the GOES-R GS program for NOAA. The
GOES-R GS system will receive and process satellite data, and
generate and distribute weather data to more than 10,000 users.
We were also awarded a ten-year contract, potentially worth
$600 million, for the MET program.
Broadcast
Communications Segment
Fiscal 2010 Compared With Fiscal
2009: Broadcast Communications segment
revenue decreased 16.7 percent in fiscal 2010 from fiscal
2009, and this segment had an operating loss of
$30.8 million in fiscal 2010 compared with an operating
loss of $238.0 million in fiscal 2009. The decline in
revenue was primarily due to continued lower
U.S. broadcaster capital spending as well as the completion
of the transition from analog to digital transmission in the U.S.
The operating loss in fiscal 2010 included $10 million in
charges related to cost-reduction actions and $6 million in
inventory write-downs associated with weaker product demand.
Results reflected continuing weakness in the U.S. broadcast
market as well as continued investment to pursue opportunities
in new media and international markets. Additional
cost-reduction actions are planned for fiscal 2011 that are
expected to result in additional charges of approximately
$7 million. The operating loss in fiscal 2009 was due to a
$255.5 million non-cash charge for impairment of goodwill
and other long-lived assets and included $13.1 million in
charges related to
cost-reduction
actions.
Orders for this segment were $504 million for fiscal 2010
compared with $529 million for fiscal 2009.
Fiscal 2009 Compared With Fiscal
2008: Broadcast Communications segment
revenue decreased 9.3 percent in fiscal 2009 from fiscal
2008, and this segment had an operating loss of
$238.0 million in fiscal 2009 compared with operating
income of $33.8 million in fiscal 2008. The operating loss
in fiscal 2009 was primarily due to a $255.5 million
non-cash charge for impairment of goodwill and other long-lived
assets, as described in greater detail below. The global
recession and postponement of capital projects significantly
weakened demand. Additionally, this segment recorded charges for
cost-reduction actions of $13.1 million in fiscal 2009, and
these actions as well as actions taken in the prior year
mitigated the impact of lower revenue on operating performance.
Revenue in fiscal 2009 compared with fiscal 2008 declined in
both U.S. and international markets and was lower primarily
as a result of declining sales in Infrastructure and Networking
Solutions where the impact of the global market softness was
most significant. Media and Workflow sales were lower compared
with the prior fiscal year, with weakness in sales of
U.S. and international traffic systems partially offset by
higher sales of media server products. Transmission Systems
sales were modestly lower compared with the prior fiscal year as
a result of softness in the global radio market.
Although significantly lower advertising revenue in the
broadcast industry continued to postpone some capital
investments, we continued to have success in deploying our
Harris ONE solution for interoperable workflow. This includes
the capability of tying together IT-centric file-based
workflows, broadcast technology for plant infrastructure,
transmission systems and media enterprise software.
In the fourth quarter of fiscal 2009, we performed our annual
impairment tests of our reporting units’ goodwill. Because
of the global recession and postponement of capital projects
which significantly weakened demand, and the general decline of
peer company valuations impacting our valuation, we determined
that goodwill in our Broadcast Communications segment was
impaired. Accordingly, during the fourth quarter of fiscal 2009,
we recorded a
$255.5 million non-cash impairment charge, consisting of
charges of $160.9 million, $70.2 million and
$24.4 million for impairment of goodwill, amortizable
intangible assets and capitalized software, respectively.
Orders for this segment were $529 million for fiscal 2009
compared with $660 million for fiscal 2008.
Unallocated
Corporate Expense and Corporate Eliminations
Unallocated corporate expense
Corporate eliminations
Fiscal 2010 Compared With Fiscal
2009: Unallocated corporate expense increased
11.1 percent to $90.4 million in fiscal 2010 from
$81.4 million in fiscal 2009, primarily due to investments
made in pursuit of new growth opportunities, increased
charitable contributions and a charge associated with a contract
termination, which we recorded in the second quarter of fiscal
2010. As a percentage of revenue, unallocated corporate expense
was 1.7 percent in fiscal 2010, essentially flat with
1.6 percent of revenue in fiscal 2009. Corporate
eliminations decreased to $10.4 million in fiscal 2010 from
$16.9 million in fiscal 2009, primarily due to lower
intersegment activity involving the sale of broadcasting
equipment through our Government Communications Systems segment.
Fiscal 2009 Compared With Fiscal
2008: Unallocated corporate expense increased
10.0 percent to $81.4 million in fiscal 2009 from
$74.0 million in fiscal 2008, primarily due to a
share-based compensation charge of $4.1 million in the
fourth quarter of fiscal 2009 related to the Spin-off of HSTX,
and a charge of $2.4 million in the fourth quarter of
fiscal 2009 related to cost-reduction actions. As a percentage
of revenue, unallocated corporate expense was unchanged at
1.6 percent in fiscal 2009 and fiscal 2008. Corporate
eliminations increased to $16.9 million in fiscal 2009 from
$7.3 million in fiscal 2008, primarily due to higher
intersegment activity involving the sale of broadcasting
equipment through our Government Communications Systems segment.
Discontinued
Operations
In the fourth quarter of fiscal 2009, in connection with the
May 27, 2009 Spin-off to our shareholders of all the shares
of HSTX common stock owned by us, we eliminated as a reporting
segment our former HSTX segment. Our historical financial
results have been restated to account for HSTX as discontinued
operations for all periods presented in this Report. See
Note 3: Discontinued Operations for additional
information regarding discontinued operations.
LIQUIDITY,
CAPITAL RESOURCES AND FINANCIAL STRATEGIES
Cash
Flows
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Less cash and cash equivalents of discontinued operations
Cash and cash equivalents of continuing operations, end of year
Cash and cash equivalents: Our
Consolidated Statement of Cash Flows includes the results of
HSTX through the May 27, 2009 Spin-off date. Accordingly,
for fiscal 2009, our Consolidated Statement of Cash Flows, and
the following analysis, includes approximately eleven months of
cash flows from HSTX.
The increase in cash and cash equivalents from fiscal 2009 to
fiscal 2010 was primarily due to $802.7 million provided by
operating activities, partially offset by $208.0 million of
cash used to repurchase shares of our common
stock, $198.0 million of cash paid for additions of
property, plant and equipment and capitalized software,
$115.0 million used to pay cash dividends,
$76.8 million of net repayments of borrowings and
$52.1 million of cash paid for acquired businesses.
Our financial position remained strong at July 2, 2010. We
ended the fiscal year with cash and cash equivalents of
$455.2 million; we have no long-term debt maturing until
fiscal 2016; we have a senior unsecured $750 million
revolving credit facility that expires in September 2013
($720 million of which was available to us as of
July 2, 2010 as a result of $30 million of short-term
debt outstanding under our commercial paper program, which is
supported by our revolving credit facility); and we do not have
any material defined benefit pension plan obligations.
Subsequent to the end of fiscal 2010, we increased our
short-term debt outstanding under our commercial paper program
by $320 million to fund a portion of the purchase price for
the acquisition of CapRock.
Given our current cash position, outlook for funds generated
from operations, credit ratings, available credit facilities,
cash needs and debt structure, we have not experienced to date,
and do not expect to experience, any material issues with
liquidity, although we can give no assurances concerning our
future liquidity.
We also currently believe that existing cash, funds generated
from operations, our credit facilities and access to the public
and private debt and equity markets will be sufficient to
provide for our anticipated working capital requirements,
capital expenditures and repurchases under our share repurchase
program for the next 12 months. We anticipate tax payments
over the next three years to be approximately equal to our tax
expense during the same period. We anticipate that our fiscal
2011 cash outlays may include strategic acquisitions in addition
to the acquisition of CapRock on July 30, 2010. Other than
those cash outlays noted in the “Contractual
Obligations” discussion below in this MD&A, capital
expenditures, potential acquisitions and repurchases under our
share repurchase program, no other significant cash outlays are
anticipated in fiscal 2011.
There can be no assurance, however, that our business will
continue to generate cash flow at current levels, that ongoing
operational improvements will be achieved, or that the cost or
availability of future borrowings, if any, under our commercial
paper program or our credit facilities or in the debt markets
will not be impacted by the recent or any potential future
credit and capital markets disruptions. If we are unable to
maintain cash balances or generate sufficient cash flow from
operations to service our obligations, we may be required to
sell assets, reduce capital expenditures, reduce or eliminate
strategic acquisitions, reduce or terminate our share repurchase
program, reduce or eliminate dividends, refinance all or a
portion of our existing debt or obtain additional financing. Our
ability to make principal payments or pay interest on or
refinance our indebtedness depends on our future performance and
financial results, which, to a certain extent, are subject to
general conditions in or affecting the defense, government and
broadcast communications markets and to general economic,
political, financial, competitive, legislative and regulatory
factors beyond our control.
Net cash provided by operating
activities: Our net cash provided by
operating activities was $802.7 million in fiscal 2010
compared with $666.8 million in fiscal 2009. All of our
segments had positive cash flow in fiscal 2010, with significant
contributions received from our RF Communications and Government
Communications Systems segments. The increase in net cash
provided by operating activities was primarily due to strong
operating results and good working capital management in fiscal
2010 compared with fiscal 2009.
Net cash used in investing
activities: Our net cash used in investing
activities was $250.1 million in fiscal 2010 compared with
$864.6 million in fiscal 2009. Net cash used in investing
activities in fiscal 2010 was primarily due to
$189.9 million of property, plant and equipment additions,
$8.1 million of capitalized software additions and
$52.1 million of cash paid for acquired businesses. Net
cash used in investing activities in fiscal 2009 was primarily
due to $745.3 million of cash paid for acquired businesses,
$108.9 million of property, plant and equipment additions
and $12.9 million of capitalized software additions. The
increase in capital expenditures in fiscal 2010 compared with
fiscal 2009 is primarily due to the acquisition and build-out of
a newly acquired facility for our new Harris Cyber Integration
Center and our recently acquired RF Communications manufacturing
facility. Our total capital expenditures, including capitalized
software, in fiscal 2011 are expected to be between
$250 million and $275 million.
Net cash provided by (used in) financing
activities: Our net cash used in financing
activities was $380.9 million in fiscal 2010 compared with
net cash provided by financing activities of $117.1 million
in fiscal 2009. Net cash used in financing activities in fiscal
2010 was due to $208.0 million used to repurchase shares of
our common stock, $115.0 million used to pay cash dividends
and $76.8 million used for net repayment of borrowings,
partially offset by $18.9 million of proceeds from the
exercise of employee stock options. Net cash provided by
financing activities in fiscal 2009 was primarily due to
$450.4 million of net proceeds from borrowings to partially
fund acquisitions in the fourth quarter of fiscal 2009 and
$5.6 million of proceeds from the exercise of employee
stock options, partially offset by $132.3 million used to
repurchase shares of our common stock, $106.6 million used
to pay cash dividends, and a $100.0 million cash decrease
related to the HSTX Spin-off.
Common
Stock Repurchases
During fiscal 2010, we used $199.9 million to repurchase
4,779,411 shares of our common stock under our repurchase
program at an average price per share of $41.83, including
commissions. During fiscal 2009, we used $125.0 million to
repurchase 2,722,438 shares of our common stock under our
repurchase program at an average price per share of $45.91,
including commissions. In fiscal 2010 and fiscal 2009,
$6.7 million and $7.3 million, respectively, in shares
of our common stock were delivered to us or withheld by us to
satisfy withholding taxes on employee share-based awards.
Additionally, in fiscal 2010, we used $1.4 million to
repurchase 29,760 shares of our common stock from our Rabbi
Trust which is associated with our non-qualified deferred
compensation plans. Shares repurchased by us are cancelled and
retired.
As of July 2, 2010, we have a remaining authorization to
repurchase approximately $450 million in shares of our
common stock under our repurchase program, which does not have a
stated expiration date. Repurchases under our repurchase program
may be made through open market purchases, private transactions,
transactions structured through investment banking institutions
or any combination thereof. Share repurchases are expected to be
funded with available cash. The level of our repurchases depends
on a number of factors, including our financial condition,
capital requirements, results of operations, future business
prospects and other factors that our Board of Directors may deem
relevant. The timing, volume and nature of share repurchases are
subject to market conditions, applicable securities laws and
other factors and are at our discretion and may be suspended or
discontinued at any time. Additional information regarding share
repurchases during fiscal 2010 and our repurchase program is set
forth above under “Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities” of this Report.
On August 28, 2010, our Board of Directors increased the
quarterly cash dividend rate on our common stock from $.22 per
share to $.25 per share, for an annualized cash dividend rate of
$1.00 per share, which was our ninth consecutive annual increase
in our quarterly cash dividend rate. Our annualized cash
dividend rate was $.88 per share, $.80 per share and $.60 per
share in fiscal 2010, 2009 and 2008, respectively. There can be
no assurances that our annualized cash dividend rate will
continue to increase. Quarterly cash dividends are typically
paid in March, June, September and December. We currently expect
that cash dividends will continue to be paid in the near future,
but we can give no assurances concerning payment of future
dividends. The declaration of dividends and the amount thereof
will depend on a number of factors, including our financial
condition, capital requirements, results of operations, future
business prospects and other factors that our Board of Directors
may deem relevant. Additional information concerning our
dividends is set forth above under “Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities” of this Report.
Capital
Structure and Resources
On September 10, 2008, we entered into a five-year, senior
unsecured revolving credit agreement (the “2008 Credit
Agreement”) with a syndicate of lenders. The 2008 Credit
Agreement provides for the extension of credit to us in the form
of revolving loans, including swingline loans, and letters of
credit at any time and from time to time during the term of the
2008 Credit Agreement, in an aggregate principal amount at any
time outstanding not to exceed $750 million for both
revolving loans and letters of credit, with a
sub-limit of
$50 million for swingline loans and $125 million for
letters of credit. The 2008 Credit Agreement includes a
provision pursuant to which, from time to time, we may request
that the lenders in their discretion increase the maximum amount
of commitments under the 2008 Credit Agreement by an amount not
to exceed $500 million. Only consenting lenders (including
new lenders reasonably acceptable to the administrative agent)
will participate in any such increase. In no event will the
maximum amount of credit extensions available under the 2008
Credit Agreement exceed $1.25 billion. The 2008 Credit
Agreement may be used for working capital and other general
corporate purposes (excluding hostile acquisitions) and to
support any commercial paper that we may issue. Borrowings under
the 2008 Credit Agreement may be denominated in
U.S. Dollars, Euros, Sterling and any other currency
acceptable to the administrative agent and the lenders, with a
non-U.S. currency
sub-limit of
$150 million. We may designate certain wholly owned
subsidiaries as borrowers under the 2008 Credit Agreement, and
the obligations of any such subsidiary borrower must be
guaranteed by Harris Corporation. We also may designate certain
subsidiaries as unrestricted subsidiaries, which means certain
of the covenants and representations in the 2008 Credit
Agreement do not apply to such subsidiaries.
At our election, borrowings under the 2008 Credit Agreement
denominated in U.S. Dollars will bear interest either at
LIBOR plus an applicable margin or at the base rate plus an
applicable margin. The interest rate margin over LIBOR,
initially set at 0.50 percent, may increase (to a maximum
amount of 1.725 percent) or decrease (to a minimum of
0.385 percent) based on changes in the ratings of our
senior, unsecured long-term debt securities (“Senior Debt
Ratings”) and on the degree of utilization under the 2008
Credit Agreement (“Utilization”). The base rate is a
fluctuating rate equal to the higher of the federal funds rate
plus 0.50 percent or SunTrust Bank’s publicly
announced prime lending rate for U.S. Dollars. The interest
rate margin over the base rate is 0.00 percent, but if our
Senior Debt Ratings fall to “BB+/Ba1” or below, then
the interest rate margin over the base rate will increase to
either 0.225 percent or 0.725 percent based on
Utilization. Borrowings under the 2008 Credit Agreement
denominated in a currency other than U.S. Dollars will bear
interest at LIBOR plus the applicable interest rate margin over
LIBOR described above. Letter of credit fees are also determined
based on our Senior Debt Ratings and Utilization.
The 2008 Credit Agreement contains certain covenants, including
covenants limiting: certain liens on our assets; certain
mergers, consolidations or sales of assets; certain sale and
leaseback transactions; certain vendor financing investments;
and certain investments in unrestricted subsidiaries. The 2008
Credit Agreement also requires that we not permit our ratio of
consolidated total indebtedness to total capital, each as
defined, to be greater than 0.60 to 1.00 and not permit our
ratio of consolidated EBITDA to consolidated net interest
expense, each as defined, to be less than 3.00 to 1.00 (measured
on the last day of each fiscal quarter for the rolling
four-quarter period then ending). We were in compliance with the
covenants in the 2008 Credit Agreement in fiscal 2010. The 2008
Credit Agreement contains certain events of default, including:
failure to make payments; failure to perform or observe terms,
covenants and agreements; material inaccuracy of any
representation or warranty; payment default under other
indebtedness with a principal amount in excess of
$75 million or acceleration of such indebtedness;
occurrence of one or more final judgments or orders for the
payment of money in excess of $75 million that remain
unsatisfied; incurrence of certain ERISA liability in excess of
$75 million; any bankruptcy or insolvency; or a change of
control, including if a person or group becomes the beneficial
owner of 25 percent or more of our voting stock. If an
event of default occurs the lenders may, among other things,
terminate their commitments and declare all outstanding
borrowings to be immediately due and payable together with
accrued interest and fees. All amounts borrowed or outstanding
under the 2008 Credit Agreement are due and mature on
September 10, 2013, unless the commitments are terminated
earlier either at our request or if certain events of default
occur. At July 2, 2010, we had no borrowings outstanding
under the 2008 Credit Agreement, but we had $30.0 million
of short-term debt outstanding under our commercial paper
program, which is supported by the 2008 Credit Agreement.
On June 9, 2009, we completed the issuance of
$350 million in aggregate principal amount of
6.375% Notes due June 15, 2019. Interest on the notes
is payable on June 15 and December 15 of each year. We may
redeem the notes at any time in whole or, from time to time, in
part at the “make-whole” redemption price. The
“make-whole” redemption price is equal to the greater
of 100 percent of the principal amount of the notes being
redeemed or the sum of the present values of the remaining
scheduled payments of the principal and interest (other than
interest accruing to the date of redemption) on the notes being
redeemed, discounted to the redemption date on a
semi-annual
basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate, as defined, plus 37.5 basis
points. In each case, we will pay accrued interest on the
principal amount of the notes being redeemed to the redemption
date. In addition, upon a change of control combined with a
below-investment-grade rating event, we may be required to make
an offer to repurchase the notes at a price equal to
101 percent of the aggregate principal amount of the notes
repurchased, plus accrued interest on the notes repurchased to
the date of repurchase. We incurred $4.1 million in debt
issuance costs and discounts related to the issuance of the
notes, which are being amortized on a straight-line basis over
the life of the notes, which approximates the effective interest
rate method, and are reflected as a portion of interest expense
in our Consolidated Statement of Income.
On December 5, 2007, we completed the issuance of
$400 million in aggregate principal amount of
5.95% Notes due December 1, 2017. Interest on the
notes is payable on June 1 and December 1 of each year. We may
redeem the notes at any time in whole or, from time to time, in
part at the “make-whole” redemption price. The
“make-whole” redemption price is equal to the greater
of 100 percent of the principal amount of the notes being
redeemed or the sum of the present values of the remaining
scheduled payments of the principal and interest (other than
interest accruing to the date of redemption) on the notes being
redeemed, discounted to the redemption date on a semi-annual
basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate, as defined, plus 30 basis
points. In each case, we will pay accrued interest on the
principal amount of the notes being redeemed to the redemption
date. In addition, upon a change of control combined with a
below-investment-grade
rating event, we may be required to make an offer to repurchase
the notes at a price equal to 101 percent of the aggregate
principal amount of the notes repurchased, plus accrued interest
on the notes repurchased to the date of repurchase. In
conjunction with the issuance of the notes, we entered into
treasury lock agreements to protect against fluctuations in
forecasted interest payments resulting from the issuance of
ten-year, fixed-rate debt due to changes in the benchmark
U.S. Treasury rate. These agreements were determined to be
highly effective in offsetting changes in forecasted interest
payments as a result of changes in the benchmark
U.S. Treasury rate. Upon termination of these agreements on
December 6, 2007, we recorded a loss of $5.5 million,
net of income tax, in shareholders’ equity as a component
of accumulated other comprehensive income. This loss, along with
$5.0 million in debt issuance costs, is being amortized on
a straight-line basis over the life of the notes, which
approximates the effective interest rate method, and is
reflected as a portion of interest expense in our Consolidated
Statement of Income.
On September 20, 2005, we completed the issuance of
$300 million in aggregate principal amount of 5% Notes
due October 1, 2015. Interest on the notes is payable on
April 1 and October 1 of each year. We may redeem the notes in
whole, or in part, at any time at the “make-whole”
redemption price. The “make-whole” redemption price is
equal to the greater of 100 percent of the principal amount
of the notes being redeemed or the sum of the present values of
the remaining scheduled payments of the principal and interest
(other than interest accruing to the date of redemption) on the
notes being redeemed, discounted to the redemption date on a
semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate, as defined, plus 15 basis
points. In each case, we will pay accrued interest on the
principal amount of the notes being redeemed to the redemption
date. We incurred $4.1 million in debt issuance costs and
discounts related to the issuance of the notes, which are being
amortized on a straight-line basis over a ten-year period and
reflected as a portion of interest expense in our Consolidated
Statement of Income.
In February 1998, we completed the issuance of $150 million
in aggregate principal amount of 6.35% Debentures due
February 1, 2028. On December 5, 2007, we repurchased
and retired $25.0 million in aggregate principal amount of
the debentures. On February 1, 2008, we redeemed
$99.2 million in aggregate principal amount of the
debentures pursuant to the procedures for redemption at the
option of the holders of the debentures. We may redeem the
remaining $25.8 million in aggregate principal amount of
the debentures in whole, or in part, at any time at a
pre-determined redemption price.
In January 1996, we completed the issuance of $100 million
in aggregate principal amount of 7% Debentures due
January 15, 2026. The debentures are not redeemable prior
to maturity.
We have an automatically effective, universal shelf registration
statement, filed with the SEC on June 3, 2009, related to
the potential future issuance of an indeterminate amount of
securities, including debt securities, preferred stock, common
stock, fractional interests in preferred stock represented by
depositary shares and warrants to purchase debt securities,
preferred stock or common stock.
We expect to maintain operating ratios, fixed-charge coverage
ratios and balance sheet ratios sufficient for retention of, or
improvement to, our current debt ratings. There are no
assurances that our debt ratings will not be reduced in the
future. If our debt ratings are lowered below
“investment grade,” then we may not be able to issue
short-term commercial paper, but may instead need to borrow
under our credit facilities or pursue other options. In
addition, if our debt ratings are lowered below “investment
grade,” then we may also be required to provide cash
collateral to support outstanding performance bonds. For a
discussion of such performance bonds, see “Commercial
Commitments” below. We do not currently foresee losing our
investment-grade debt ratings, but no assurances can be given.
If our debt ratings were downgraded, however, it could adversely
impact, among other things, our future borrowing costs and
access to capital markets and our ability to receive certain
types of contract awards.
Contractual
Obligations
At July 2, 2010, we had contractual cash obligations to
repay debt, to purchase goods and services, to make payments
under operating leases and to acquire CapRock. Payments due
under these long-term obligations are as follows:
Purchase
obligations(1),(2),(3)
Operating lease commitments
Interest on long-term debt
Acquisition of
CapRock(4)
Total contractual cash obligations
Off-Balance
Sheet Arrangements
In accordance with the definition under SEC rules, any of the
following qualify as off-balance sheet arrangements:
Currently we are not participating in transactions that generate
relationships with unconsolidated entities or financial
partnerships, including variable interest entities, and we do
not have any material retained or contingent interest in assets
as defined above. As of July 2, 2010, we did not have
material financial guarantees or other contractual commitments
that are reasonably likely to adversely affect our results of
operations, financial condition or cash flows. In addition, we
are not currently a party to any related party transactions that
materially affect our results of operations, financial condition
or cash flows.
We have, from time to time, divested certain of our businesses
and assets. In connection with these divestitures, we often
provide representations, warranties
and/or
indemnities to cover various risks and unknown liabilities, such
as environmental liabilities and tax liabilities. We cannot
estimate the potential liability from such representations,
warranties and indemnities because they relate to unknown
conditions. We do not believe, however, that the liabilities
relating to these representations, warranties and indemnities
will have a material adverse effect on our results of
operations, financial condition or cash flows.
Due to our downsizing of certain operations pursuant to
acquisitions, restructuring plans or otherwise, certain
properties leased by us have been sublet to third parties. In
the event any of these third parties vacates any of these
premises, we would be legally obligated under master lease
arrangements. We believe that the financial risk of default by
such sublessees is individually and in the aggregate not
material to our results of operations, financial position or
cash flows.
Commercial
Commitments
We have entered into commercial commitments in the normal course
of business including surety bonds, standby letter of credit
agreements and other arrangements with financial institutions
and customers primarily
relating to the guarantee of future performance on certain
contracts to provide products and services to customers or to
obtain insurance policies with our insurance carriers. At
July 2, 2010, we had commercial commitments on outstanding
surety bonds, standby letters of credit and other arrangements,
as follows:
Standby letters of credit used for:
Bids
Down payments
Performance
Warranty
Surety bonds used for:
Guarantees (Debt and Performance)
Total commitments
The standby letters of credit and surety bonds used for
performance are primarily related to our Public Safety and
Professional Communications business. As is customary in bidding
for and completing network infrastructure projects for public
safety systems, contractors are required to procure
performance/bid bonds, standby letters of credit and surety
bonds (collectively, “Performance Bonds”). Such
Performance Bonds normally have maturities of up to three years
and are standard in the industry as a way to provide customers a
mechanism to seek redress if a contractor does not satisfy
performance requirements under a contract. A customer is
permitted to draw on a Performance Bond if we do not fulfill all
terms of a project contract. In such an event, we would be
obligated to reimburse the financial institution that issued the
Performance Bond for the amounts paid. It has been rare for our
Public Safety and Professional Communications business and its
predecessors to have a Performance Bond drawn upon. In addition,
pursuant to the terms under which we procure Performance Bonds,
if our credit ratings are lowered below “investment
grade,” then we may be required to provide collateral to
support a portion of the outstanding amount of Performance
Bonds. Such a downgrade could increase the cost of the issuance
of Performance Bonds and could make it more difficult to procure
Performance Bonds, which would adversely impact our ability to
compete for contract awards. Such collateral requirements could
also result in less liquidity for other operational needs or
corporate purposes.
Financial
Risk Management
In the normal course of doing business, we are exposed to the
risks associated with foreign currency exchange rates and
changes in interest rates. We employ established policies and
procedures governing the use of financial instruments to manage
our exposure to such risks.
Foreign Exchange and Currency: We use
foreign currency forward contracts and options to hedge both
balance sheet and off-balance sheet future foreign currency
commitments. Factors that could impact the effectiveness of our
hedging programs for foreign currency include accuracy of sales
estimates, volatility of currency markets and the cost and
availability of hedging instruments. A 10 percent change in
currency exchange rates for our foreign currency derivatives
held at July 2, 2010 would not have had a material impact
on the fair value of such instruments. This quantification of
exposure to the market risk associated with foreign exchange
financial instruments does not take into account the offsetting
impact of changes in the fair value of our foreign denominated
assets, liabilities and firm commitments. See Note 19:
Derivative Instruments and Hedging Activities in the Notes
for additional information.
Interest Rates: As of July 2,
2010, we had long-term debt obligations and short-term debt
under our commercial paper program subject to interest rate
risk. Because the interest rates on our long-term debt
obligations are fixed, and because our long-term debt is not
putable (redeemable at the option of the holders of the debt
prior to maturity), the interest rate risk associated with this
debt on our results of operations is not material. We have a
short-term variable-rate commercial paper program in place,
which we may utilize to satisfy short-term cash
requirements. We can give no assurances that interest rates will
not change significantly or have a material effect on our income
or cash flows in fiscal 2011.
Impact of
Foreign Exchange
Approximately 41 percent of our international business was
transacted in local currency environments in fiscal 2010
compared with 25 percent in fiscal 2009. The impact of
translating the assets and liabilities of these operations to
U.S. dollars is included as a component of
shareholders’ equity. As of July 2, 2010, the
cumulative translation adjustment included in shareholders’
equity was a $14.3 million gain compared with a
$17.5 million loss at July 3, 2009. We utilize foreign
currency hedging instruments to minimize the currency risk of
international transactions. Gains and losses resulting from
currency rate fluctuations did not have a material effect on our
results in fiscal 2010, 2009 or 2008.
Impact of
Inflation
To the extent feasible, we have consistently followed the
practice of adjusting our prices to reflect the impact of
inflation on salaries and fringe benefits for employees and the
cost of purchased materials and services. Inflation and changing
prices did not materially adversely impact our gross margin,
revenue or operating income in fiscal 2010, 2009 or 2008.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The following is not intended to be a comprehensive list of all
of our accounting policies or estimates. Our significant
accounting policies are more fully described in Note 1:
Significant Accounting Policies in the Notes. In preparing
our financial statements and accounting for the underlying
transactions and balances, we apply our accounting policies and
estimates as disclosed in the Notes. We consider the policies
and estimates discussed below as critical to an understanding of
our financial statements because their application places the
most significant demands on our judgment, with financial
reporting results dependent upon estimates about the effect of
matters that are inherently uncertain and may change in
subsequent periods. Specific risks for these critical accounting
estimates are described in the following paragraphs. The impact
and any associated risks related to these estimates on our
business operations are discussed throughout this MD&A
where such estimates affect our reported and expected financial
results. Senior management has discussed the development and
selection of the critical accounting policies and estimates and
the related disclosure included herein with the Audit Committee
of our Board of Directors. Preparation of this Report requires
us to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of our financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results may differ from those estimates.
Besides estimates that meet the “critical” accounting
estimate criteria, we make many other accounting estimates in
preparing our financial statements and related disclosures. All
estimates, whether or not deemed critical, affect reported
amounts of assets, liabilities, revenue and expenses as well as
disclosures of contingent assets and liabilities. Estimates are
based on experience and other information available prior to the
issuance of the financial statements. Materially different
results can occur as circumstances change and additional
information becomes known, including for estimates that we do
not deem “critical.”
Revenue
Recognition on Development and Production Contracts and Contract
Estimates
A significant portion of our business is derived from
development and production contracts. Revenue related to
development and production contracts is recorded using the
percentage-of-completion
method generally measured by the costs incurred on each contract
to date against estimated total contract costs at completion
(“cost-to-cost”)
with consideration given for risk of performance and estimated
profit. The
percentage-of-completion
method of revenue recognition is primarily used in our
Government Communications Systems and RF Communications
segments. Amounts representing contract change orders, claims or
other items that may change the scope of a contract are included
in revenue only when they can be reliably estimated and
realization is probable. Incentives or penalties and award fees
applicable to performance on contracts are considered in
estimating sales and profit rates, and are recorded when there
is sufficient information to assess anticipated contract
performance. Incentive provisions, which increase earnings based
solely on a single significant event, are generally not
recognized until the event occurs. Our contracts are generally
not segmented. If contracts are segmented, we have determined
that they meet the segmenting criteria outlined in the
accounting standard for construction-type and production-type
contracts.
Under the
percentage-of-completion
method of accounting, a single estimated total profit margin is
used to recognize profit for each contract over its entire
period of performance. Recognition of profit on development and
production fixed-price contracts requires estimates of: the
contract value or total contract revenue, the total cost at
completion and the measurement of progress toward completion.
The estimated profit or loss on a contract is equal
to the difference between the estimated contract value and the
estimated total cost at completion. Due to the
long-term
nature of many of our programs, developing the estimated total
cost at completion often requires significant judgment. Factors
that must be considered in estimating the work to be completed
include labor productivity and availability of labor, the nature
and complexity of the work to be performed, availability and
cost of materials, subcontractor performance, the impact of
delayed performance, availability and timing of funding from the
customer and the recoverability of claims outside the original
contract included in the estimate to complete. We review cost
performance and estimates to complete on our ongoing contracts
at least quarterly and, in many cases, more frequently. If a
change in estimated cost to complete a contract is determined to
have an impact on contract earnings, we will record a positive
or negative adjustment to estimated earnings when identified.
Revenue and profits on a cost-reimbursable contract are
recognized when allowable costs are incurred in an amount equal
to the allowable costs plus the profit on those costs. These
profits may be at a fixed or variable percentage of allowable
costs, depending on the contract fee arrangement. Thus,
cost-reimbursable contracts generally are not subject to the
same estimation risks that affect fixed-price contracts. We have
not made any material changes in the methodologies used to
recognize revenue on development and production contracts or to
estimate our costs related to development and production
contracts in the past three fiscal years.
As of July 2, 2010, the amount of unbilled costs and
accrued earnings on fixed-price contracts classified as
“Inventory” in our Consolidated Balance Sheet was
$295.3 million compared with $305.0 million as of
June 3, 2009. These amounts include gross costs and accrued
income, which is netted against billings and progress payments.
A significant change in an estimate on one or more programs
could have a material effect on our statement of financial
position and results of operations. For example, a one percent
variance in our estimate of accrued income booked as of
July 2, 2010 on all open fixed-price contracts would impact
our pre-tax income and our revenue from product sales and
services by $15.6 million.
Provisions
for Excess and Obsolete Inventory Losses
We value our inventory at the lower of cost or market. We
balance the need to maintain prudent inventory levels to ensure
competitive delivery performance with the risk of excess or
obsolete inventory due to changing technology and customer
requirements. We regularly review inventory quantities on hand
and record a provision for excess and obsolete inventory
primarily based on our estimated forecast of product demand,
anticipated end of product life and production requirements. The
review of excess and obsolete inventory applies to all of our
business segments. Several factors may influence the sale and
use of our inventories, including our decision to exit a product
line, technological change and new product development. These
factors could result in a change in the amount of obsolete
inventory quantities on hand. Additionally, our estimates of
future product demand may prove to be inaccurate, in which case
we may have understated or overstated the provision required for
excess and obsolete inventory. In the future, if we determine
that our inventory is overvalued, we would be required to
recognize such costs in the “Cost of product sales”
line item in our Consolidated Statement of Income at the time of
such determination. In the case of goods which have been written
down below cost at the close of a fiscal year, such reduced
amount is to be considered the cost for subsequent accounting
purposes. We have not made any material changes in the reserve
methodology used to establish our inventory loss reserves during
the past three fiscal years.
As of July 2, 2010, our reserve for excess and obsolete
inventory was $85.9 million, or 12.3 percent of our
gross inventory balance, which compares with our reserve of
$68.3 million, or 10.1 percent of our gross inventory
balance, as of July 3, 2009. We recorded
$20.8 million, $8.6 million and $12.4 million in
inventory write-downs that either reduced our reserve for excess
and obsolete inventory or our income from continuing operations
before income taxes during fiscal 2010, 2009 and 2008,
respectively. Although we make every reasonable effort to ensure
the accuracy of our forecasts of future product demand,
including the impact of planned future product launches, any
significant unanticipated changes in demand or technological
developments could have a significant impact on the value of our
inventory and our reported operating results.
Goodwill
Goodwill in our Consolidated Balance Sheet as of July 2,
2010 and July 3, 2009 was $1,576.2 million and
$1,507.1 million, respectively. Goodwill is not amortized.
We perform annual (or under certain circumstances, more
frequent) impairment tests of our goodwill. We test goodwill for
impairment using a two-step process. The first step is to
identify potential impairment by comparing the fair value of
each of our reporting units, which we define as our business
segments, with its net book value, including goodwill, adjusted
for allocations of corporate assets and liabilities as
appropriate. If the fair value of a reporting unit exceeds its
adjusted net book value, goodwill of the reporting unit is
considered not impaired and the second step of the impairment
test is unnecessary. If the adjusted net book value of a
reporting unit exceeds its fair value, the second step of the
goodwill impairment test compares the implied fair value of the
reporting unit’s goodwill with the carrying amount of that
goodwill. If the carrying
amount of the reporting unit’s goodwill exceeds the implied
fair value of that goodwill, an impairment loss is recognized in
an amount equal to that excess. The implied fair value of
goodwill is determined in the same manner as the amount of
goodwill recognized in a business combination. The fair value of
the reporting unit is allocated to all of the assets and
liabilities of that unit, including any unrecognized intangible
assets, as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the
purchase price paid to acquire the reporting unit.
We estimate fair values of our reporting units based on
projected cash flows, and sales
and/or
earnings multiples applied to the latest twelve months’
sales and earnings of our reporting units. Projected cash flows
are based on our best estimate of future sales, operating costs
and balance sheet metrics reflecting our view of the financial
and market conditions of the underlying business; and the
resulting cash flows are discounted using an appropriate
discount rate which reflects the risk in the forecasted cash
flows. The sales and earnings multiples applied to the sales and
earnings of our reporting units are based on current multiples
of sales and earnings for similar businesses, and based on sales
and earnings multiples paid for recent acquisitions of similar
businesses made in the marketplace. We then assess whether any
implied control premium, based on a comparison of fair value
based purely on our stock price and outstanding shares with fair
value determined by using all of the above-described models, is
reasonable. We have not made any material changes during the
past three fiscal years in the methodology used in the
assessment of whether or not goodwill is impaired.
Fiscal
2009 Impairment Tests
In the fourth quarter of fiscal 2009, we performed our fiscal
2009 annual impairment tests of our reporting units’
goodwill. Because of the global recession and postponement of
capital projects which significantly weakened demand, and the
general decline of peer company valuations impacting our
valuation, we determined that goodwill in our Broadcast
Communications segment was impaired. As a result, we recorded a
$160.9 million non-cash charge for the impairment of
goodwill. See Note 8: Goodwill and Note 22:
Impairment of Goodwill and Other Long-Lived Assets for
additional information regarding goodwill, including impairment
of our Broadcast Communications segment’s goodwill. We also
determined that goodwill in our former HSTX segment was
impaired. See Note 3: Discontinued Operations for
additional information regarding impairment of HSTX’s
goodwill.
Fiscal
2010 Impairment Tests
In the fourth quarter of fiscal 2010, we performed our fiscal
2010 annual impairment tests of our reporting units’
goodwill. We completed these tests with no adjustment required
to the goodwill of any of our reporting units.
For our RF Communications and Government Communications Systems
reporting units, the fair value determination resulted in an
amount that exceeded the reporting unit’s adjusted net book
value by a substantial margin.
For our Broadcast Communications reporting unit, the fair value
determination resulted in an amount that exceeded the adjusted
net book value of this reporting unit by approximately
8 percent. Goodwill allocated to this reporting unit as of
July 2, 2010 was $661.2 million. When comparing the
results from the fair value determination of this reporting unit
in fiscal 2010 with the results from fiscal 2009, an increase in
the fair value based on sales multiples paid for recent
acquisitions of similar businesses and current sales multiples
of similar businesses was partially offset by a slight decrease
in fair value based on projected cash flows.
Key assumptions used in projecting cash flows included estimates
of future sales, operating costs and balance sheet metrics based
on our intermediate and long-term views of the financial and
market conditions of the underlying business. These assumptions
assume a return to more normal industry conditions, including a
rebound in capital spending by our customers as we anticipate a
slow, but eventual, global economic recovery; successful
implementation of several strategic growth initiatives,
including redeployment of resources into new media and
international markets, where we believe there are significant
new business opportunities; and favorable impacts from ongoing
cost-reduction actions as well as those taken in the current and
prior fiscal years. Events that could have a detrimental impact
to the fair value of this reporting unit in the future include a
prolonged period of global recession, less than forecasted
demand for our products (for example, a slower or less widely
than anticipated migration from analog to digital broadcasting
in international markets), and poor execution of our growth
strategies. Additionally, a prolonged period of global recession
could negatively impact fair value based on sales multiples of
similar business and sales multiples paid for acquisitions of
similar businesses.
Income
Taxes and Tax Valuation Allowances
We record the estimated future tax effects of temporary
differences between the tax basis of assets and liabilities and
amounts reported in our Consolidated Balance Sheet, as well as
operating loss and tax credit
carryforwards. We follow very specific and detailed guidelines
in each tax jurisdiction regarding the recoverability of any tax
assets recorded on the balance sheet and provide necessary
valuation allowances as required. Future realization of deferred
tax assets ultimately depends on the existence of sufficient
taxable income of the appropriate character (for example,
ordinary income or capital gain) within the carryback or
carryforward periods available under the tax law. We regularly
review our deferred tax assets for recoverability based on
historical taxable income, projected future taxable income, the
expected timing of the reversals of existing temporary
differences and tax planning strategies. We have not made any
material changes in the methodologies used to determine our tax
valuation allowances during the past three fiscal years.
Our Consolidated Balance Sheet as of July 2, 2010 included
a current deferred tax asset of $145.3 million and a
non-current deferred tax asset of $107.7 million. This
compares with a current deferred tax asset of
$117.2 million and a non-current deferred tax asset of
$85.3 million as of July 3, 2009. The increases in the
current and
non-current
deferred tax balances were primarily due to acquisitions. For
all jurisdictions for which we have net deferred tax assets, we
expect that our existing levels of pre-tax earnings are
sufficient to generate the amount of future taxable income
needed to realize these tax assets. Our valuation allowance
related to deferred income taxes, which is reflected in our
Consolidated Balance Sheet, was $80.3 million as of
July 2, 2010 and $72.5 million as of July 3,
2009. Although we make reasonable efforts to ensure the accuracy
of our deferred tax assets, if we continue to operate at a loss
in certain jurisdictions or are unable to generate sufficient
future taxable income, or if there is a material change in the
actual effective tax rates or time period within which the
underlying temporary differences become taxable or deductible,
or if the potential impact of tax planning strategies changes,
we could be required to increase the valuation allowance against
all or a significant portion of our deferred tax assets
resulting in a substantial increase in our effective tax rate
and a material adverse impact on our operating results.
Impact of
Recently Issued Accounting Pronouncements
Accounting pronouncements that have recently been issued but
have not yet been implemented by us are described in
Note 2: Accounting Changes or Recent Accounting
Pronouncements in the Notes, which describes the potential
impact that these pronouncements are expected to have on our
results of operations, financial condition and cash flows.
FORWARD-LOOKING
STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
The following are some of the factors we believe could cause our
actual results to differ materially from our historical results
or our current expectations or projections. Other factors
besides those listed here also could adversely affect us. See
“Item 1A. Risk Factors” of this Report for more
information regarding factors that might cause our results to
differ materially from those expressed in or implied by the
forward-looking statements contained in this Report.
In the normal course of doing business, we are exposed to the
risks associated with foreign currency exchange rates and
changes in interest rates. We employ established policies and
procedures governing the use of financial instruments to manage
our exposure to such risks. For a discussion of such policies
and procedures and the related risks, see “Financial Risk
Management” in “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” of this Report, which is incorporated by
reference into this Item 7A.
INDEX TO
FINANCIAL STATEMENTS
The management of Harris Corporation (the “Company”)
is responsible for establishing and maintaining adequate
internal control over financial reporting as such term is
defined in
Rules 13a-15(f)
and
15d-15(f)
under the Securities Exchange Act of 1934, as amended. The
Company’s internal control over financial reporting is
designed to provide reasonable assurance, based on an
appropriate cost-benefit analysis, regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally
accepted accounting principles. The Company’s internal
control over financial reporting includes those policies and
procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally accepted
accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of
management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Management, with the participation of our Chief Executive
Officer and Chief Financial Officer, assessed the effectiveness
of the Company’s internal control over financial reporting
as of July 2, 2010. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on management’s
assessment and those criteria, management concluded that the
Company maintained effective internal control over financial
reporting as of July 2, 2010.
The Company’s independent registered public accounting
firm, Ernst & Young LLP, has issued a report on the
effectiveness of the Company’s internal control over
financial reporting. This report appears on page 60 of this
Annual Report on
Form 10-K.
The Board
of Directors and Shareholders of Harris Corporation
We have audited the accompanying consolidated balance sheets of
Harris Corporation as of July 2, 2010 and July 3,
2009, and the related consolidated statements of income, cash
flows, and comprehensive income and equity, for each of the
three years in the period ended July 2, 2010. Our audits
also included the financial statement schedule listed in the
Index at Item 15(2). These financial statements and
schedule are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Harris Corporation at July 2, 2010
and July 3, 2009, and the consolidated results of its
operations and its cash flows for each of the three years in the
period ended July 2, 2010, in conformity with
U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Harris Corporation’s internal control over financial
reporting as of July 2, 2010, based on criteria established
in Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated August 30, 2010 expressed
an unqualified opinion thereon.
/s/ Ernst &
Young LLP
Certified Public Accountants
Boca Raton, Florida
August 30, 2010
We have audited Harris Corporation’s internal control over
financial reporting as of July 2, 2010, based on criteria
established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). Harris
Corporation’s management is responsible for maintaining
effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over
financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial
Reporting. Our responsibility is to express an opinion on the
company’s internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Harris Corporation maintained, in all material
respects, effective internal control over financial reporting as
of July 2, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Harris Corporation as of
July 2, 2010 and July 3, 2009, and the related
consolidated statements of income, cash flows, and comprehensive
income and equity, for each of the three years in the period
ended July 2, 2010 of Harris Corporation and our report
dated August 30, 2010 expressed an unqualified opinion
thereon.
Revenue from product sales
Revenue from services
Cost of product sales
Cost of services
Impairment of goodwill and other long-lived assets
Discontinued operations (including a $62.6 million loss on
disposition in fiscal 2009), net of income taxes
Net income (loss)
Noncontrolling interest in discontinued operations, net of
income taxes
Net income attributable to Harris Corporation
Amounts attributable to Harris Corporation common
shareholders
Discontinued operations, net of income taxes
Net income per common share attributable to Harris
Corporation common shareholders
Basic net income per common share attributable to Harris
Corporation common shareholders
Continuing operations
Discontinued operations
Diluted net income per common share attributable to Harris
Corporation common shareholders
See accompanying Notes to Consolidated Financial Statements.
Assets
Current Assets
Cash and cash equivalents
Receivables
Inventories
Income taxes receivable
Current deferred income taxes
Other current assets
Total current assets
Non-current Assets
Property, plant and equipment
Goodwill
Intangible assets
Non-current deferred income taxes
Other non-current assets
Total non-current assets
Liabilities and Equity
Current Liabilities
Short-term debt
Accounts payable
Compensation and benefits
Other accrued items
Advance payments and unearned income
Current portion of long-term debt
Total current liabilities
Non-current Liabilities
Long-term debt
Long-term contract liability
Other long-term liabilities
Total non-current liabilities
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 127,460,307 shares at
July 2, 2010 and 131,370,702 shares at July 3,
2009
Other capital
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Noncontrolling interests
Total equity
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization
Purchased in-process research and development write-off
Share-based compensation
Non-current deferred income taxes
Gain on AuthenTec, Inc. warrants
Gain on the sale of securities
available-for-sale
Impairment of securities
available-for-sale
Impairment of goodwill and other long-lived assets
Noncontrolling interest in discontinued operations, net of
income taxes
Loss on disposition of discontinued operations
(Increase) decrease in:
Accounts and notes receivable
Inventories
Increase (decrease) in:
Accounts payable and accrued expenses
Advance payments and unearned income
Income taxes
Other
Investing Activities
Cash paid for acquired businesses
Additions of property, plant and equipment
Additions of capitalized software
Cash paid for short-term investments
available-for-sale
Proceeds from the sale of short-term investments
available-for-sale
Proceeds from the sale of securities
available-for-sale
Financing Activities
Proceeds from borrowings
Repayment of borrowings
Payment of treasury lock
Proceeds from exercise of employee stock options
Repurchases of common stock
Cash dividends
Cash decrease related to spin-off of Harris Stratex Networks,
Inc.
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Less cash and cash equivalents of discontinued operations
Cash and cash equivalents of continuing operations, end of
year
Supplemental disclosure of non-cash investing and financing
activities:
Common stock issued in exchange for 3.5% convertible debentures,
due fiscal 2023
Distribution of Harris Stratex Networks, Inc. common stock owned
by Harris Corporation to Harris Corporation shareholders
Balance at June 29, 2007
Net income (loss)
Foreign currency translation
Net unrealized loss on hedging derivatives, net of income taxes
of $0.7
Net unrealized loss on securities
available-for-sale,
net of income taxes of $7.3
Loss on treasury lock, net of income taxes of $3.2
Net unrecognized pension obligation, net of income taxes of
$(1.6)
Comprehensive income
Shares issued under stock incentive plans
Share-based compensation expense
Debt converted to shares of common stock
Repurchases and retirement of common stock
Adoption of accounting standard related to uncertain income tax
positions
Other activity related to noncontrolling interest
Cash dividends ($0.60 per share)
Balance at June 27, 2008
Net unrealized gain on hedging derivatives, net of income taxes
of $(1.4)
Net unrealized loss on securities
available-for-sale,
net of income taxes of $3.1
Amortization of loss on treasury lock, net of income taxes of
$(0.4)
Net unrecognized pension obligation, net of income taxes of $6.9
Comprehensive loss
Spin-off of Harris Stratex Networks, Inc.
Cash dividends ($.80 per share)
Adoption of accounting standard related to pension benefits
Balance at July 3, 2009
Net income
Net unrealized loss on hedging derivatives, net of income taxes
of $0.4
Net unrealized gain on securities
available-for-sale,
net of income taxes of $(0.5)
Amortization of loss on treasury lock, net of income taxes of
$(0.3)
Net unrecognized pension obligation, net of income taxes of $0.9
Cash dividends ($.88 per share)
Balance at July 2, 2010
Principles of Consolidation — Our Consolidated
Financial Statements include the accounts of Harris Corporation
and its consolidated subsidiaries. As used in these Notes to
Consolidated Financial Statements (these “Notes”), the
terms “Harris,” “we,” “our” and
“us” refer to Harris Corporation and its consolidated
subsidiaries. Significant intercompany transactions and accounts
have been eliminated.
In the fourth quarter of fiscal 2009, in connection with the
May 27, 2009 spin-off (the “Spin-off”) in the
form of a taxable pro rata dividend to our shareholders of all
the shares of Harris Stratex Networks, Inc. (now known as Aviat
Networks, Inc.) (“HSTX”) common stock owned by us, we
eliminated as a reporting segment our former HSTX segment, which
is reported as discontinued operations in this Report. Until the
Spin-off, HSTX (formerly our Microwave Communications segment),
a provider of wireless network solutions, was our majority-owned
subsidiary, and HSTX’s results of operations and financial
position were consolidated into our financial statements.
Subsequent to the Spin-off, we no longer own an equity interest
in HSTX and, therefore, HSTX no longer constitutes part of our
business operations. Our historical financial results have been
restated to account for HSTX as discontinued operations for all
periods presented in this Annual Report on
Form 10-K
(this “Report”). See Note 3: Discontinued
Operations for additional information regarding discontinued
operations.
Unless otherwise specified, disclosures in the Notes relate
solely to our continuing operations.
Use of Estimates — Our Consolidated Financial
Statements have been prepared in conformity with
U.S. generally accepted accounting principles and require
management to make estimates and assumptions. These assumptions
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the Consolidated Financial Statements and the reported amounts
of revenue and expenses during the reporting period. These
estimates are based on experience and other information
available prior to issuance of the Consolidated Financial
Statements. Materially different results can occur as
circumstances change and additional information becomes known.
Fiscal Year — Our fiscal year ends on the
Friday nearest June 30. Fiscal 2010 and 2008 included
52 weeks. Fiscal 2009 included 53 weeks.
Cash and Cash Equivalents — Cash equivalents
are temporary cash investments with a maturity of three or fewer
months when purchased. These investments include accrued
interest and are carried at the lower of cost or market.
Marketable Equity Securities — We consider all
of our
available-for-sale
securities as available for use in our current operations. All
of our marketable equity securities are classified as
available-for-sale
and are stated at fair value, with unrealized gains and losses,
net of taxes, included as a separate component of
shareholders’ equity. Realized gains and losses from
marketable equity securities
available-for-sale
are determined using the specific identification method. In
instances where a security is subject to transfer restrictions,
the value of the security is based primarily on the quoted price
of the same security without restriction but may be reduced by
an amount estimated to reflect such restrictions. If an
“other-than-temporary”
impairment is determined to exist, the difference between the
value of the investment security recorded on the financial
statements and our current estimate of fair value is recognized
as a charge to earnings in the period in which the impairment is
determined. We include our marketable equity securities in the
“Other current assets” line item in our Consolidated
Balance Sheet.
Fair Value of Financial Instruments — The
carrying amounts reflected in our Consolidated Balance Sheet for
cash and cash equivalents, marketable equity securities
available-for-sale,
accounts receivable, non-current receivables, notes receivable,
accounts payable and short-term and long-term debt approximate
their fair values. Fair values for long-term debt are based
primarily on quoted market prices for those or similar
instruments. A discussion of fair values for our derivative
financial instruments is included under the caption
“Financial Instruments and Risk Management” in this
Note 1: Significant Accounting Policies.
Accounts Receivable — We record receivables at
net realizable value and they do not bear interest. This value
includes an allowance for estimated uncollectible accounts to
reflect any loss anticipated on the accounts receivable balances
which is charged to the provision for doubtful accounts. We
calculate this allowance based on our history of write-offs,
level of past due accounts and economic status of the customers.
We consider a receivable delinquent if it is unpaid after the
term of the related invoice has expired. Write-offs are recorded
at the time a customer receivable is deemed uncollectible. See
Note 5: Receivables for additional information
regarding accounts receivable.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Inventories — Inventories are valued at the
lower of cost (determined by average and
first-in,
first-out methods) or market. We regularly review inventory
quantities on hand and record a provision for excess and
obsolete inventory based primarily on our estimated forecast of
product demand and production requirements. See Note 6:
Inventories for additional information regarding inventories.
Property, Plant and Equipment — Property, plant
and equipment are carried on the basis of cost and includes
software capitalized for internal use. Depreciation of
buildings, machinery and equipment is computed by the
straight-line and accelerated methods. The estimated useful
lives of buildings generally range between 3 and 45 years.
The estimated useful lives of machinery and equipment generally
range between 2 and 10 years. Amortization of internal-use
software begins when the software is put into service and is
based on the expected useful life of the software. The useful
lives over which we amortize internal-use software generally
range between 3 and 7 years. See Note 7: Property,
Plant and Equipment for additional information regarding
property, plant and equipment.
Goodwill and Indefinite-Lived Intangible
Assets — Goodwill and indefinite-lived intangible
assets are not amortized. We perform annual (or under certain
circumstances, more frequent) impairment tests of our goodwill
and indefinite-lived intangible assets. We test indefinite-lived
intangible assets for impairment by comparing their fair value
(determined by forecasting future cash flows) against their
carrying value. We test goodwill for impairment using a two-step
process. The first step is to identify potential impairment by
comparing the fair value of each of our reporting units, which
we define as our business segments, with its net book value,
including goodwill, adjusted for allocations of corporate assets
and liabilities as appropriate. If the fair value of a reporting
unit exceeds its adjusted net book value, goodwill of the
reporting unit is considered not impaired and the second step of
the impairment test is unnecessary. If the adjusted net book
value of a reporting unit exceeds its fair value, the second
step of the goodwill impairment test compares the implied fair
value of the reporting unit’s goodwill with the carrying
amount of that goodwill. If the carrying amount of the reporting
unit’s goodwill exceeds the implied fair value of that
goodwill, an impairment loss is recognized in an amount equal to
that excess. The implied fair value of goodwill is determined in
the same manner as the amount of goodwill recognized in a
business combination. The fair value of the reporting unit is
allocated to all of the assets and liabilities of that unit,
including any unrecognized intangible assets, as if the
reporting unit had been acquired in a business combination and
the fair value of the reporting unit was the purchase price paid
to acquire the reporting unit. See Note 8: Goodwill,
Note 9: Intangible Assets and Note 22:
Impairment of Goodwill and Other Long-Lived Assets for
additional information regarding goodwill and intangible assets,
including goodwill and intangible asset impairment charges
recorded in fiscal 2009.
Long-Lived Assets, Including Finite-Lived Intangible
Assets — Long-lived assets, including finite-lived
intangible assets, are amortized on a straight-line basis over
their useful lives. We assess the recoverability of the carrying
value of our long-lived assets, including intangible assets with
finite useful lives, whenever events or changes in circumstances
indicate the carrying amount of the assets may not be
recoverable. We evaluate the recoverability of such assets based
upon the expectations of undiscounted cash flows from such
assets. If the sum of the expected future undiscounted cash
flows were less than the carrying amount of the asset, a loss
would be recognized for the difference between the fair value
and the carrying amount. See Note 7: Property, Plant and
Equipment, Note 9: Intangible Assets and
Note 22: Impairment of Goodwill and Other Long-Lived
Assets for additional information regarding long-lived
assets and intangible assets, including impairment charges
recorded in fiscal 2009.
Capitalized Software to Be Sold, Leased or Otherwise
Marketed — Costs incurred to acquire or create a
computer software product are expensed when incurred as research
and development until technological feasibility has been
established for the product, at which point such costs are
capitalized. Technological feasibility is normally established
upon completion of a detailed program design. Capitalization of
computer software costs ceases when the product is available for
general release to customers. Costs of reproduction,
documentation, training materials, physical packaging,
maintenance and customer support are charged to cost of products
sold as incurred. Capitalized software to be sold, leased or
otherwise marketed is evaluated for impairment periodically by
comparing the unamortized capitalized costs of a computer
software product to the net realizable value of that product. In
the fourth quarter of fiscal 2009, we recorded a
$24.4 million write-down of capitalized software in our
Broadcast Communications segment based on market conditions that
resulted in reduced levels of capital expenditures, including
demand for Broadcast Communications’ software products. See
Note 22: Impairment of Goodwill and Other Long-Lived
Assets for additional information regarding impairment
charges recorded in fiscal 2009.
Capitalized software to be sold, leased or otherwise marketed
had a net carrying value of $27.1 million at July 2,
2010 and $22.4 million at July 3, 2009. Total
amortization expense related to these capitalized software
amounts for fiscal 2010, 2009 and 2008 was $3.4 million,
$4.7 million and $3.8 million, respectively. The
annual amortization of these capitalized software costs is the
greater of the amount computed using (a) the ratio that
current gross revenues for a product bear to the total of
current and anticipated future gross revenues for that product
or (b) the straight-line method over the remaining
estimated economic life of the product. Based on this policy,
the useful lives over which we amortize costs of computer
software to be sold, leased or otherwise marketed range from 2
to 7 years. Amortization commences when the product is
available for general release to customers. The capitalized
costs, net of accumulated amortization, are reflected in the
“Other non-current assets” line item in our
Consolidated Balance Sheet. The amortization of capitalized
software is included in the “Cost of product sales”
line item in our Consolidated Statement of Income.
Other Assets and Liabilities — No current
assets within the “Other current assets” line item in
our Consolidated Balance Sheet exceeded 5 percent of our
total current assets as of July 2, 2010 or July 3,
2009. No assets within the “Other non-current assets”
line item in our Consolidated Balance Sheet exceeded
5 percent of total assets as of July 2, 2010 or
July 3, 2009. No accrued liabilities or expenses within the
“Other accrued items” or “Other long-term
liabilities” line items in our Consolidated Balance Sheet
exceeded 5 percent of our total current liabilities or
total liabilities, respectively, as of July 2, 2010 or
July 3, 2009.
Income Taxes — We follow the liability method
of accounting for income taxes. We record the estimated future
tax effects of temporary differences between the tax basis of
assets and liabilities and amounts reported in our Consolidated
Balance Sheet, as well as operating loss and tax credit
carryforwards. We follow very specific and detailed guidelines
in each tax jurisdiction regarding the recoverability of any tax
assets recorded on the balance sheet and provide necessary
valuation allowances as required. We regularly review our
deferred tax assets for recoverability based on historical
taxable income, projected future taxable income, the expected
timing of the reversals of existing temporary differences and
tax planning strategies. See Note 23: Income Taxes
for additional information regarding income taxes.
Warranties — On development and production
contract sales in our Government Communications Systems and RF
Communications segments, the value or price of our warranty is
generally included in the contract and funded by the customer. A
provision for warranties is built into the estimated program
costs when determining the profit rate to accrue when applying
the
cost-to-cost
percentage-of-completion
revenue recognition method. Warranty costs, as incurred, are
charged to the specific program’s cost, and both revenue
and cost are recognized at that time. Factors that affect the
estimated program cost for warranties include terms of the
contract, complexity of the delivered product or service, number
of installed units, historical experience and management’s
judgment regarding anticipated rates of warranty claims and cost
per claim.
On product sales in our RF Communications, Broadcast
Communications and Government Communications Systems segments,
we provide for future warranty costs upon product delivery. The
specific terms and conditions of those warranties vary depending
upon the product sold, customer and country in which we do
business. In the case of products sold by us, our warranties
start from the shipment, delivery or customer acceptance date
and continue as follows:
Because our products are manufactured, in many cases, to
customer specifications and their acceptance is based on meeting
those specifications, we historically have experienced minimal
warranty costs. Factors that affect our warranty liability
include the number of installed units, historical experience and
management’s judgment regarding anticipated rates of
warranty claims and cost per claim. We assess the adequacy of
our recorded warranty liabilities every quarter and make
adjustments to the liability as necessary.
Automation software products sold by our Broadcast
Communications segment generally carry a
90-day
warranty from the date of shipment. Our liability under these
warranties is either to provide a corrected copy of any portion
of the software found not to be in substantial compliance with
the specifications or, if we are unable to do so, to provide a
full refund.
Software license agreements and sales contracts for products in
our Broadcast Communications segment generally include
provisions for indemnifying customers against certain specified
liabilities should that segment’s products infringe certain
intellectual property rights of third parties. Certain of our
Broadcast Communications
transmission systems customers have notified us of potential
claims against us based on these standard indemnification
provisions included in sales contracts between us and these
customers. These indemnification claims arise from litigation
brought by a third-party patent licensing company asserting
alleged technology rights against these customers. We are
cooperating with these customers in efforts to mitigate their
litigation exposure. To date, we have not incurred material
costs as a result of such indemnification and have not accrued
any liabilities related to such obligations in our Consolidated
Financial Statements. See Note 10: Accrued Warranties
for additional information regarding warranties.
Foreign Currency Translation — The functional
currency for most international subsidiaries is the local
currency. Assets and liabilities are translated at current rates
of exchange and income and expense items are translated at the
weighted average exchange rate for the year. The resulting
translation adjustments are recorded as a separate component of
shareholders’ equity.
Stock Options and Other Share-Based
Compensation — We measure compensation cost for
all share-based payments (including employee stock options) at
fair value and recognize cost over the vesting period. It is our
policy to issue shares when options are exercised. We have also
repurchased shares of our common stock to offset the dilutive
effect of shares issued under our stock incentive plans. See
Note 14: Stock Options and Other
Share-Based
Compensation for additional information regarding
share-based compensation.
Restructuring Costs — We record restructuring
charges for 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 costs include one-time
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 “Engineering, selling
and administrative expenses” line item in our Consolidated
Statement of Income.
During the fourth quarter of fiscal 2009, due to the global
economic slowdown, pressure on Department of Defense
(“DoD”) spending, and contract delays, we announced a
number of cost-reduction actions across our business segments
and at our corporate headquarters. We recorded charges, net of
government cost reimbursement, of $17.8 million for
severance and other employee-related exit costs and
$4.5 million related to consolidation of facilities. As of
the end of fiscal 2009, we had recorded liabilities associated
with these restructuring activities of $26.5 million, of
which the majority was paid during fiscal 2010.
Revenue Recognition — Our segments have the
following revenue recognition policies:
Government Communications Systems
segment: Revenue in our Government Communications
Systems segment primarily relates to development and production
contracts. Revenue and anticipated profits under development and
production contracts are recorded on a
percentage-of-completion
basis, generally using the
cost-to-cost
method of accounting where sales and profits are recorded based
on the ratio of costs incurred to estimated total costs at
completion. Recognition of profit on development and production
fixed-price contracts requires estimates of: the total contract
value; the total cost at completion; and the measurement of
progress towards completion. Revenue and profits on
cost-reimbursable contracts are recognized as allowable costs
are incurred on the contract, and become billable to the
customer, in an amount equal to the allowable costs plus the
profit on those costs.
Contracts are combined when specific aggregation criteria are
met. Criteria generally include closely interrelated activities
performed for a single customer within the same economic
environment. Contracts are generally not segmented. If contracts
are segmented, we have determined that they meet specific
segmenting criteria. Amounts representing contract change
orders, claims or other items are included in sales only when
they can be reliably estimated and realization is probable.
Incentives or penalties and awards applicable to performance on
contracts are considered in estimating sales and profit rates
and are recorded when there is sufficient information to assess
anticipated contract performance. Incentive provisions, which
increase earnings based solely on a single significant event,
are generally not recognized until the event occurs. When
adjustments in contract value or estimated costs are determined,
any changes from prior estimates are reflected in earnings in
the current period. Anticipated losses on contracts or programs
in progress are charged to earnings when identified.
This segment also has revenue from product sales other than
development and production contracts and revenue from service
arrangements, which are recognized when persuasive evidence of
an arrangement exists, the fee is
fixed or determinable, collection is probable, delivery of a
product has occurred, and title has transferred or services have
been rendered. Further, if an arrangement other than a
development and production contract requires the delivery or
performance of multiple deliverables or elements under a bundled
sale, we determine whether the individual elements represent
separate units of accounting. If they do, we recognize the
revenue associated with each element separately and contract
revenue is allocated among elements based on relative fair
value. If the elements within a bundled sale are not considered
separate units of accounting, the delivery of an individual
element is considered not to have occurred if there are
undelivered elements that are essential to the functionality.
Unearned income on service contracts is amortized by the
straight-line method over the term of the contracts. Also, if
contractual obligations related to customer acceptance exist,
revenue is not recognized for a product or service unless these
obligations are satisfied.
RF Communications segment: Revenue in our RF
Communications segment primarily relates to product and services
sales. Revenue recognition from development and production
contracts and product and services sales follows the same
policies as stated under our Government Communications Systems
segment’s revenue recognition policy above.
Broadcast Communications segment: Revenue in
our Broadcast Communications segment primarily relates to
product and services sales and software licenses. Revenue
recognition from development and production contracts and
product and services sales follows the same policies as stated
under our Government Communications Systems segment’s
revenue recognition policy above. This segment derives a portion
of its revenue from the licensing of software with multi-year
maintenance arrangements. The amount of revenue allocated to
undelivered elements under these bundled software licenses is
based on the vendor-specific objective evidence of fair value
for those elements using the residual method. Under the residual
method, the total fair value of the undelivered elements, as
indicated by vendor-specific objective evidence, is recorded as
unearned, and the difference between the total arrangement fee
and the amount recorded as unearned for the undelivered elements
is recognized as revenue related to delivered elements. Unearned
revenue due to undelivered elements is recognized ratably on a
straight-line basis over the maintenance agreement. In the case
of software products for which we sell term-based licenses
including multi-year maintenance agreements, but do not have
vendor-specific objective evidence on the undelivered element,
the entire arrangement is recognized ratably on a straight-line
basis over the term of the license.
Other: Royalty income is included as a
component of the “Non-operating income (loss)” line
item in our Consolidated Statement of Income and is recognized
on the basis of terms specified in contractual agreements.
Shipping and handling fees billed to customers are included in
the “Revenue from product sales” line item in our
Consolidated Statement of Income and the associated costs are
included in the “Cost of product sales” line item in
our Consolidated Statement of Income. Also, we record taxes
collected from customers and remitted to governmental
authorities on a net basis in that they are excluded from
revenues.
Retirement Benefits — As of July 2, 2010,
we provide retirement benefits to substantially all
U.S.-based
employees primarily through a defined contribution retirement
plan that includes a 401(k) plan and certain
non-qualified
deferred compensation plans. The defined contribution retirement
plan has matching and savings elements. Contributions by us to
the retirement plan are based on employees’ savings with no
other funding requirements. We may make additional contributions
to the retirement plan at our discretion. Retirement benefits
also include a defined benefit plan in the United Kingdom and an
unfunded limited healthcare plan for
U.S.-based
retirees and employees on long-term disability. We accrue the
estimated cost of these medical benefits, which are not
material, during an employee’s active service life.
Retirement plan expenses amounted to $53.2 million in
fiscal 2010, $46.9 million in fiscal 2009 and
$46.0 million in fiscal 2008. Retirement plan expenses
exclude profit sharing under our performance reward plan, which
is recorded as compensation expense.
Environmental Expenditures — We capitalize
environmental expenditures that increase the life or efficiency
of property or that reduce or prevent environmental
contamination. We accrue environmental expenses resulting from
existing conditions that relate to past operations when the
costs are probable and reasonably estimable.
We are named as a potentially responsible party at 14 sites
where future liabilities could exist. These sites include 2
sites owned by us, 8 sites associated with our former graphics
or semiconductor locations and 4 treatment or disposal sites not
owned by us that contain hazardous substances allegedly
attributable to us from past operations. Based on an assessment
of relevant factors, we have estimated that our discounted
liability under the Comprehensive Environmental Response,
Compensation and Liability Act (commonly known as the
“Superfund Act”) and other environmental statutes and
regulations for identified sites, using a 7.5 percent
discount rate, is approximately
$4.5 million. The current portion of this liability is
included in the “Other accrued items” line item and
the
non-current
portion is included in the “Other long-term
liabilities” line item in our Consolidated Balance Sheet.
The expected aggregate undiscounted amount that will be incurred
over the next 15 to 20 years (depending on the number of
years for each site) is approximately $7.2 million. The
expected payments for the next five years are: fiscal
2011 — $0.6 million; fiscal 2012 —
$0.5 million; fiscal 2013 — $0.7 million;
fiscal 2014 — $0.6 million; fiscal
2015 — $0.7 million; and the aggregate amount
thereafter is approximately $4.1 million. The relevant
factors we considered in estimating our potential liabilities
under the Superfund Act and other environmental statutes and
regulations include cost-sharing agreements with other parties
and the potential indemnification from successor and predecessor
owners of these sites. We do not believe that any uncertainties
regarding these relevant factors will materially affect our
potential liability under the Superfund Act and other
environmental statutes and regulations.
Financial Guarantees and Commercial
Commitments — Financial guarantees are contingent
commitments issued to guarantee the performance of a customer to
a third party in borrowing arrangements, such as commercial
paper issuances, bond financings and similar transactions. As of
July 2, 2010, there were no such contingent commitments
accrued for in our Consolidated Balance Sheet.
We have entered into commercial commitments in the normal course
of business including surety bonds, standby letter of credit
agreements and other arrangements with financial institutions
and customers primarily relating to the guarantee of future
performance on certain contracts to provide products and
services to customers and to obtain insurance policies with our
insurance carriers. As of July 2, 2010, we had total
commercial commitments, including debt and performance
guarantees, of $468.4 million.
Financial Instruments and Risk Management — In
the normal course of doing 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 recognize all derivatives in
our Consolidated Balance Sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If
the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of the derivative are either offset
against the change in fair value of assets, liabilities or firm
commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative’s change
in fair value is immediately recognized in earnings. We do not
hold or issue derivatives for trading purposes. See
Note 19: Derivative Instruments and Hedging Activities
for additional information regarding our use of derivative
instruments.
Net Income Per Share — Net income per share is
based upon the weighted average number of common and common
equivalent shares outstanding during each year. See
Note 15: Income From Continuing Operations
Per Share for additional information regarding net
income per share.
Reclassifications — Certain prior-year amounts
have been reclassified in our Consolidated Financial Statements
to conform with current-year classifications.
Adoption
of New Accounting Standards
In fiscal 2010, we adopted the following accounting standards,
none of which had a material impact on our financial position,
results of operations or cash flows:
Accounting
Standards Issued But Not Yet Effective
In October 2009, the FASB issued an accounting standards update
that revises accounting and reporting requirements for
arrangements with multiple deliverables. This update allows the
use of an estimated selling price to determine the selling price
of a deliverable in cases where neither vendor-specific
objective evidence nor third-party evidence is available, which
is expected to increase the ability for entities to separate
deliverables in
multiple-deliverable
arrangements and, accordingly, to decrease the amount of revenue
deferred in these cases. Additionally, this update requires the
total selling price of a multiple-deliverable arrangement to be
allocated at the inception of the arrangement to all
deliverables based on relative selling prices. This update is to
be applied prospectively for revenue arrangements entered into
or materially modified in fiscal years beginning on or after
June 15, 2010, which for us is our fiscal 2011. We do not
currently anticipate that the adoption of this update will
materially impact our financial position, results of operations
or cash flows.
In October 2009, the FASB issued an accounting standards update
that clarifies which revenue allocation and measurement guidance
should be used for arrangements that contain both tangible
products and software, in cases where the software is more than
incidental to the tangible product as a whole. More
specifically, if the software sold with or embedded within the
tangible product is essential to the functionality of the
tangible product, then this software as well as undelivered
software elements that relate to this software are excluded from
the scope of existing software revenue guidance, which is
expected to decrease the amount of revenue deferred in these
cases. This update is to be applied prospectively for revenue
arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, which for us is our
fiscal 2011. We do not currently anticipate that the adoption of
this update will materially impact our financial position,
results of operations or cash flows.
On March 31, 2009, we announced that our Board of Directors
approved the Spin-off of all the shares of HSTX owned by us to
our shareholders. On May 27, 2009, we completed the
Spin-off through the distribution of our ownership of
approximately 56 percent of the outstanding shares of HSTX
in the form of a taxable pro rata dividend to our shareholders.
Each of our shareholders received approximately 0.248418 of a
share of HSTX Class A common stock for each share of our
common stock such shareholder held as of 5:30 p.m. Eastern
Time on May 13, 2009, the record date for the Spin-off. The
distribution ratio was based on the number of shares of HSTX
Class B common stock owned by us, which we exchanged for an
equal number of shares of HSTX Class A common stock prior
to the distribution in order to effect the Spin-off, divided by
the number of shares of our common stock and common stock
equivalents outstanding on the record date. Our shareholders of
record on the record date received cash in lieu of any fraction
of a HSTX share that they would have otherwise received in the
Spin-off. In aggregate, we distributed 32,913,377 shares of
HSTX Class A common stock to our shareholders. Based upon
the $5.26 per share closing price for the HSTX Class A
common stock on the NASDAQ Global Market on May 26, 2009,
the day prior to the date of the distribution, the aggregate
market value of the shares distributed was $173.1 million.
Our historical financial results have been restated to account
for HSTX as discontinued operations for all periods presented in
this Report.
Prior to the Spin-off of HSTX, as of the end of the second
quarter of fiscal 2009, based on the current global economic
environment and the decline of the market capitalization of
HSTX, we performed an interim review for impairment of
HSTX’s goodwill and its other indefinite-lived intangible
assets, consisting solely of the Stratex trade name. To test for
potential impairment of HSTX’s goodwill, we determined the
fair value of HSTX based on projected discounted cash flows and
market-based multiples applied to sales and earnings. The
results indicated an impairment of goodwill because the current
carrying value of the segment exceeded its fair value. We then
allocated this fair value to HSTX’s underlying assets and
liabilities to determine the implied fair value of goodwill,
resulting in a $279.0 million charge to write down all of
HSTX’s goodwill. We determined the fair value of the
Stratex trade name by performing a projected discounted cash
flow analysis based on the relief-from-royalty approach,
resulting in a $22.0 million charge to write down a
majority of the carrying value of the Stratex trade name.
Substantially all of the goodwill and the Stratex trade name
were recorded in connection with the combination of Stratex and
our Microwave Communications Division in January 2007.
Summarized financial information for our discontinued operations
is as follows:
Loss before income taxes and noncontrolling interest
Loss on the disposition of discontinued operations, including
income tax expense of $11.1 million
Discontinued operations attributable to Harris Corporation
common shareholders, net of income taxes
Current assets
Current liabilities
Total liabilities
Noncontrolling interest in discontinued operations
Net assets of discontinued operations
Unless otherwise specified, the information set forth in the
other Notes relates solely to our continuing operations.
During fiscal 2009 we made the following significant acquisition:
The following tables provide further detail of the acquisition
of Wireless Systems in fiscal 2009:
Date of acquisition
Reporting business segment
Cash consideration paid to former owner
Acquisition costs
Total purchase price
Balance Sheet as of the acquisition date:
Accounts and notes receivable
Non-current deferred tax assets
Identifiable intangible assets and in-process research and
development
Other assets
Total assets acquired
Accounts payable and accrued expenses
Other liabilities
Total liabilities acquired
Net assets acquired
Identifiable Intangible Assets:
Customer relationships
Developed technology
Trade names
Contract backlog
Other
Totals and weighted average lives
In-process research and development
The long-term contract liability recorded in the purchase price
allocation is for a significant loss contract acquired with a
single customer to build, deploy, own, operate and maintain a
statewide network for 20 years, of which 12 years were
remaining under the contract on the acquisition date.
In connection with our acquisition of Wireless Systems, we
allocated $7.0 million of the purchase price to two
in-process research and development projects. These allocations
represent the estimated fair value based on
risk-adjusted
cash flows related to these incomplete projects. These costs
were expensed as a charge to earnings and are included in the
“Engineering, selling and administrative expenses”
line item in our Consolidated Statement of Income. In making
these purchase price allocations we relied on present value
calculations of income, an analysis of project accomplishments
and completion costs and an assessment of overall contribution
and project risk. The value assigned to the purchased in-process
research and development was determined by estimating the costs
to develop the purchased in-process research and development
into commercially viable products and discounting the net cash
flows to their present value using a discount rate of
15 percent. The two in-process research and development
projects consisted of a new product platform and a new
technology. As of the valuation date, the new product platform
project was approximately 75 percent complete with a
product launch expected at the end of calendar 2009 and had
remaining costs until completion of approximately
$2.1 million. As of the valuation date, the new technology
project was approximately 80 percent complete with a
product launch expected in early fiscal 2010 and had remaining
costs until completion of approximately $1.1 million.
Pro
Forma Results (Unaudited)
The following summary, prepared on a pro forma basis, presents
our unaudited consolidated results of operations as if the
acquisition of Wireless Systems had been completed as of the
beginning of fiscal 2008, after including the impact of
adjustments such as amortization of intangible assets, interest
expense on related borrowings, and the related income tax
effects. This pro forma presentation does not include any impact
of transaction synergies.
Revenue from product sales and services — as reported
Revenue from product sales and services — pro forma
Income from continuing operations — as reported
Income from continuing operations — pro forma
Income from continuing operations per diluted common
share — as reported
Income from continuing operations per diluted common
share — pro forma
The pro forma results are not necessarily indicative of our
results of operations had we owned Wireless Systems for the
entire periods presented. The decrease in Wireless Systems’
contribution to our pro forma income from continuing operations
in fiscal 2009 compared with fiscal 2008 is primarily a result
of higher radio sales in fiscal 2008 by Wireless Systems to
Sprint Nextel related to the federally mandated 800 MHz
band spectrum reconfiguration in order to reduce the frequency
interference between public safety and commercial markets.
The goodwill resulting from this business combination was
associated primarily with Wireless Systems’ market presence
and leading position, growth opportunities in the market in
which they operate, and experienced work force and established
operating infrastructure. The goodwill resulting from this
acquisition is deductible for tax purposes.
Receivables are summarized below:
Accounts receivable
Unbilled costs on cost-plus contracts
Notes receivable due within one year, net
Less allowances for collection losses
We expect to bill substantially all unbilled costs outstanding
on cost-plus contracts at July 2, 2010 during fiscal 2011.
Inventories are summarized below:
Unbilled costs and accrued earnings on fixed-price contracts
Finished products
Work in process
Raw materials and supplies
Unbilled costs and accrued earnings on fixed-price contracts are
net of progress payments of $35.8 million at July 2,
2010 and $16.1 million at July 3, 2009.
Property, plant and equipment are summarized below:
Land
Software capitalized for internal use
Buildings
Machinery and equipment
Less allowances for depreciation and amortization
Depreciation and amortization expense related to property, plant
and equipment was $110.0 million, $93.5 million and
$87.9 million in fiscal 2010, 2009 and 2008, respectively.
We test goodwill and other indefinite-lived intangible assets at
least annually for impairment. See Note 3: Discontinued
Operations for information regarding impairment of
HSTX’s goodwill and its other indefinite-lived intangible
assets recorded in fiscal 2009. See Note 22: Impairment
of Goodwill and Other Long-Lived Assets for information
regarding impairment of our Broadcast Communications
segment’s goodwill recorded in fiscal 2009.
Changes in the carrying amount of goodwill for the fiscal years
ended July 2, 2010 and July 3, 2009, by business
segment, are as follows:
Balance at June 27, 2008 — net of impairment
losses
Goodwill acquired during the period
Impairment of goodwill
Currency translation adjustments
Other (including
true-ups of
previously estimated purchase price allocations)
Balance at July 3, 2009 — net of impairment losses
Balance at July 2, 2010 — net of impairment losses
Balance at July 2, 2010 — before impairment losses
Accumulated impairment losses
The goodwill resulting from acquisitions was associated
primarily with the acquired companies’ market presence and
leading positions, growth opportunities in the markets in which
the acquired companies operated, experienced work forces and
established operating infrastructures.
We recorded impairment charges to intangible assets during
fiscal 2009, which reduced their carrying value. See
Note 3: Discontinued Operations for information
regarding impairment of HSTX’s indefinite-lived intangible
assets. See Note 22: Impairment of Goodwill and Other
Long-Lived Assets for information regarding impairment of
our Broadcast Communications segment’s amortizable
intangible assets.
Intangible assets subject to amortization and not subject to
amortization are as follows:
Customer relationships
Developed technologies
Contract backlog
Trade names
Other
Total subject to amortization
Total not subject to amortization
Total intangible assets
Amortization expense related to intangible assets was
$49.6 million, $43.3 million and $44.7 million in
fiscal 2010, 2009 and 2008, respectively.
Future estimated amortization expense for intangible assets is
as follows:
Fiscal Years:
2011
2012
2013
2014
2015
Thereafter
Changes in our warranty liability, which is included as a
component of the “Other accrued items” line item in
our Consolidated Balance Sheet, during fiscal 2010 and 2009, are
as follows:
Balance at beginning of the fiscal year
Warranty provision for sales made during the year
Settlements made during the year
Other adjustments to the warranty liability, including those for
acquisitions and foreign currency translation, during the year
Balance at end of the fiscal year
At our election, borrowings under the 2008 Credit Agreement
denominated in U.S. Dollars will bear interest either at
LIBOR plus an applicable margin or at the base rate plus an
applicable margin. The interest rate margin over LIBOR,
initially set at 0.50 percent, may increase (to a maximum
amount of 1.725 percent) or decrease (to a minimum of
0.385 percent) based on changes in the ratings of our
senior, unsecured long-term debt securities (“Senior Debt
Ratings”) and on the degree of utilization under the 2008
Credit Agreement (“Utilization”). The base rate is a
fluctuating rate equal to the higher of the federal funds rate
plus 0.50 percent or SunTrust Bank’s publicly
announced prime lending rate for U.S. Dollars. The interest
rate margin over the base rate is 0.00 percent, but if our
Senior Debt Ratings fall to “BB+/Ba1” or below, then
the interest rate margin over the base rate will increase to
either 0.225 percent or 0.725 percent based on
Utilization. Borrowings under the 2008 Credit Agreement
denominated in a currency other than U.S. Dollars will bear
interest at LIBOR plus the applicable interest rate margin over
LIBOR described above. Letter of credit fees are also determined
based on our Senior Debt Ratings and Utilization.
Our short-term debt was $30.0 million at July 2, 2010
and $105.7 million at July 3, 2009, and this
short-term debt consisted solely of commercial paper. The
weighted-average interest rate for our short-term debt was
0.4 percent at July 2, 2010 and 1.0 percent at
July 3, 2009.
Long-term debt is summarized below:
6.375% notes, due fiscal 2019
5.95% notes, due fiscal 2018
5.0% notes, due fiscal 2016
6.35% debentures, due fiscal 2028
7.0% debentures, due fiscal 2026
Total debt
Less: current portion of debt
Total long-term debt
The potential maturities of long-term debt, including the
current portion, for the five years following fiscal 2010 and,
in total, thereafter are: $0.7 million in fiscal 2011;
$0.6 million in fiscal 2012; $0.2 million in fiscal
2013; none in fiscal 2014; none in fiscal 2015; and
$1,175.8 million thereafter. All of our outstanding
long-term debt is unsubordinated and unsecured with equal
ranking.
On December 5, 2007, we completed the issuance of
$400 million in aggregate principal amount of
5.95% Notes due December 1, 2017. Interest on the
notes is payable on June 1 and December 1 of each year. We may
redeem the notes at any time in whole or, from time to time, in
part at the “make-whole” redemption price. The
“make-whole” redemption price is equal to the greater
of 100 percent of the principal amount of the notes being
redeemed or the sum of the present values of the remaining
scheduled payments of the principal and interest (other than
interest accruing to the date of redemption) on the notes being
redeemed, discounted to the redemption date on a semi-annual
basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate, as defined, plus 30 basis
points. In each case, we will pay accrued interest on the
principal amount of the notes being redeemed to the redemption
date. In addition, upon a change of control combined with a
below-investment-grade rating event, we may be required to make
an offer to repurchase the notes at a price equal to
101 percent of the aggregate principal amount of the notes
repurchased, plus accrued interest on the notes repurchased to
the date of repurchase. In conjunction with the issuance of the
notes, we entered into treasury lock agreements to protect
against fluctuations in forecasted interest payments resulting
from the issuance of ten-year, fixed-rate debt due to changes in
the benchmark U.S. Treasury rate. These agreements were
determined to be highly effective in offsetting changes in
forecasted interest payments as a result of changes in the
benchmark U.S. Treasury rate. Upon termination of these
agreements on December 6, 2007, we recorded a loss of
$5.5 million, net of income tax, in shareholders’
equity as a component of accumulated other comprehensive income.
This loss, along with $5.0 million in debt issuance costs,
is being amortized on a straight-line basis over the life of the
notes, which approximates the effective interest rate method,
and is reflected as a portion of interest expense in our
Consolidated Statement of Income.
On September 20, 2005, we completed the issuance of
$300 million in aggregate principal amount of 5% Notes
due October 1, 2015. Interest on the notes is payable on
April 1 and October 1 of each year. We may redeem the notes in
whole, or in part, at any time at the “make-whole”
redemption price. The “make-whole” redemption price is
equal to the greater of 100 percent of the principal amount
of the notes being redeemed or the sum of the present values of
the remaining scheduled payments of the principal and interest
(other than interest accruing to the date of redemption) on the
notes being redeemed, discounted to the redemption date on a
semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate, as defined, plus 15 basis
points. In each case, we will pay accrued interest on the
principal amount of the notes being redeemed to the redemption
date. We incurred $4.1 million in debt issuance costs and
discounts related to the issuance of the notes, which are being
amortized on a straight-line basis over a ten-year period and
reflected as a portion of interest expense in our Consolidated
Statement of Income.
As of July 2, 2010, we had three shareholder-approved
employee stock incentive plans (“SIPs”) under which
options or other share-based compensation was outstanding, and
we had the following types of share-based awards outstanding
under our SIPs: stock options, performance share awards,
performance share unit awards, restricted stock awards and
restricted stock unit awards. We believe that such awards more
closely align the interests of employees with those of
shareholders. Certain share-based awards provide for accelerated
vesting if there is a change in control (as defined under our
SIPs).
Summary
of Share-Based Compensation Expense
The following table summarizes the amounts and classification of
share-based compensation expense:
Total expense
Included in:
Cost of product sales and services
Engineering, selling and administrative expenses
Income from continuing operations
Tax effect on share-based compensation expense
Total share-based compensation expense after-tax
Compensation cost related to share-based compensation
arrangements that was capitalized as part of inventory or fixed
assets as of July 2, 2010, July 3, 2009 and
June 27, 2008 was not material.
Shares of common stock remaining available for future issuance
under our SIPs totaled 17,800,543 as of July 2, 2010. In
fiscal 2010, we issued an aggregate of 898,766 shares of
common stock under the terms of our SIPs, which is net of shares
withheld for tax purposes.
Stock
Options
The following information relates to stock options that have
been granted under shareholder-approved SIPs. Option exercise
prices are equal to or greater than the fair market value of our
common stock on the date the options are granted, using the
closing stock price of our common stock. Options may be
exercised for a period set at the time of grant, which generally
ranges from seven to ten years after the date of grant, and they
generally become exercisable in installments, which are
typically 33.3 percent one year from the grant date,
33.3 percent two years from the grant date and
33.3 percent three years from the grant date.
The fair value of each option award is estimated on the date of
grant using the Black-Scholes-Merton
option-pricing
model which uses assumptions noted in the following table.
Expected volatility is based on implied volatility from traded
options on our common stock and the historical volatility of our
stock price over the expected term of the options. The expected
term of the options is based on historical observations of our
common stock over the past ten years, considering average years
to exercise for all options exercised, average years to
cancellation for all options cancelled and average years
remaining for outstanding options, which is calculated based on
the weighted-average vesting period plus the weighted-average of
the difference between the vesting period and average years to
exercise and cancellation. The risk-free rate for periods within
the contractual life of the option is based on the
U.S. Treasury yield curve in effect at the time of grant.
A summary of the significant assumptions used in calculating the
fair value of stock option grants under our SIPs is as follows:
Expected dividends
Expected volatility
Risk-free interest rates
Expected term (years)
A summary of stock option activity under our SIPs as of
July 2, 2010 and changes during fiscal 2010 is as follows:
Stock options outstanding at July 3, 2009
Stock options forfeited or expired
Stock options granted
Stock options exercised
Stock options outstanding at July 2, 2010
Stock options exercisable at July 2, 2010
The weighted-average grant-date fair value was $10.38 per share,
$11.38 per share and $14.88 per share for options granted during
fiscal 2010, 2009 and 2008, respectively. The total intrinsic
value of options exercised during fiscal 2010, 2009 and 2008 was
$16.4 million, $4.0 million and $46.8 million,
respectively, at the time of exercise.
A summary of the status of our nonvested stock options at
July 2, 2010 and changes during fiscal 2010 is as follows:
Nonvested stock options at July 3, 2009
Stock options vested
Nonvested stock options at July 2, 2010
As of July 2, 2010, there was $33.4 million of total
unrecognized compensation cost related to nonvested stock
options granted under our SIPs. This cost is expected to be
recognized over a weighted-average period of 1.78 years.
The total fair value of stock options that vested during fiscal
2010, 2009 and 2008 was approximately $16.8 million,
$12.3 million and $12.1 million, respectively.
Restricted
Stock Awards
The following information relates to awards of restricted stock
and restricted stock units that have been granted to employees
under our SIPs. The restricted stock and restricted stock units
are not transferable until vested and the restrictions lapse
upon the achievement of continued employment over a specified
time period.
The fair value of each restricted stock grant is based on the
closing price of our common stock on the date of grant and is
amortized to compensation expense over its vesting period. At
July 2, 2010, there were 530,616 shares of restricted
stock outstanding.
The fair value of each restricted stock unit, which can be
distributed in cash or shares, is equal to the most probable
estimate of intrinsic value at the time of distribution and is
amortized to compensation expense over the vesting period. At
July 2, 2010, we had 59,632 restricted stock units
outstanding.
A summary of the status of our restricted stock and restricted
stock units at July 2, 2010 and changes during fiscal 2010
is as follows:
Restricted stock and restricted stock units outstanding at
July 3, 2009
Restricted stock and restricted stock units granted
Restricted stock and restricted stock units vested
Restricted stock and restricted stock units forfeited
Restricted stock and restricted stock units outstanding at
July 2, 2010
As of July 2, 2010, there was $13.5 million of total
unrecognized compensation cost related to restricted stock and
restricted stock unit awards under our SIPs. This cost is
expected to be recognized over a weighted-average period of
1.72 years. The weighted-average grant date price per share
of restricted stock and per unit of restricted stock units
granted during fiscal 2010, 2009 and 2008 was $36.45, $50.57 and
$57.47, respectively. The total fair value of restricted stock
and restricted stock units that vested during fiscal 2010, 2009
and 2008 was approximately $8.3 million, $5.1 million
and $3.5 million, respectively.
Performance
Share Awards
The following information relates to awards of performance
shares and performance share units that have been granted to
employees under our SIPs. Generally, performance share and
performance share unit awards are subject to performance
criteria such as meeting predetermined earnings and return on
invested capital targets for a
three-year
plan period. These awards also generally vest at the expiration
of the same three-year period. The final determination of the
number of shares to be issued in respect of an award is
determined by our Board of Directors or a committee of our Board
of Directors.
The fair value of each performance share is based on the closing
price of our common stock on the date of grant and is amortized
to compensation expense over its vesting period, if achievement
of the performance measures is considered probable. At
July 2, 2010, there were 904,823 performance shares
outstanding.
The fair value of each performance share unit, which can be
distributed in cash or shares, is equal to the most probable
estimate of intrinsic value at the time of distribution and is
amortized to compensation expense over the vesting period. At
July 2, 2010, there were 75,131 performance share units
outstanding.
A summary of the status of our performance shares and
performance share units at July 2, 2010 and changes during
fiscal 2010 is as follows:
Performance shares and performance share units outstanding at
July 3, 2009
Performance shares and performance share units granted
Performance shares and performance share units vested
Performance shares and performance share units forfeited
Performance shares and performance share units outstanding at
July 2, 2010
As of July 2, 2010, there was $19.4 million of total
unrecognized compensation cost related to performance share and
performance share unit awards under our SIPs. This cost is
expected to be recognized over a
weighted-average
period of 1.49 years. The weighted-average grant date price
per share of performance shares and per unit of performance
share units granted during fiscal 2010, 2009 and 2008 was
$36.43, $48.82 and $46.86, respectively. The total fair value of
performance share and performance share units that vested during
fiscal 2010, 2009 and 2008 was approximately $13.0 million,
$10.7 million and $7.7 million, respectively.
In the quarter ended October 2, 2009, we retrospectively
adopted an accounting standard requiring that our unvested
share-based payment awards that contain rights to receive
nonforfeitable dividends be treated as participating securities
and that such awards be included in the calculations of income
per basic and diluted common share using the more dilutive of
the treasury stock or two-class methods. Our performance share
awards and restricted stock awards meet the definition of
participating securities and are included in the calculations of
income from continuing operations per basic and diluted common
share presented below using the two-class method, including
restatement of prior period amounts. Prior to the issuance of
this accounting standard, we had been using the treasury method.
The computations of income from continuing operations per share
are as follows:
Adjustments for participating securities outstanding
Income from continuing operations used in basic common share
calculations (A)
Impact of convertible debentures
Income from continuing operations used in diluted common share
calculations (B)
Basic weighted average common shares outstanding (C)
Impact of dilutive stock options
Diluted weighted average common shares outstanding (D)
Income from continuing operations per basic common
share (A)/(C)
Income from continuing operations per diluted common
share (B)/(D)
In fiscal 2003, we issued $150 million in aggregate
principal amount of 3.5% Convertible Debentures due August
2022. Holders of the debentures had the right to convert each of
their debentures into shares of our common stock prior to the
stated maturity. During fiscal 2008, each holder received
44.2404 shares of our common stock for each $1,000 of
debentures surrendered for conversion. This represented a
conversion price of $22.625 per share of our common stock. All
outstanding debentures were either converted or redeemed during
the first quarter of fiscal 2008.
Potential dilutive common shares primarily consist of employee
stock options. Employee stock options to purchase approximately
3,300,641, 3,270,318 and 862,840 shares of our common stock
were outstanding at the end of fiscal 2010, 2009 and 2008,
respectively, but were not included in the computation of income
from continuing operations per diluted common share because the
effect would have been antidilutive as the options’
exercise prices exceeded the weighted average market price.
Company-sponsored research and product development costs are
expensed as incurred. These costs were $325.8 million in
fiscal 2010, $243.5 million in fiscal 2009 and
$248.0 million in fiscal 2008 and are included in the
“Engineering, selling and administrative expenses”
line item in our Consolidated Statement of Income.
Customer-sponsored research and development costs are incurred
pursuant to contractual arrangements and are accounted for
principally by the
percentage-of-completion
method. Customer-sponsored research and development costs
incurred under U.S. Government-sponsored contracts require
us to provide a product or service meeting certain defined
performance or other specifications (such as designs).
Customer-sponsored research and development was
$720.9 million in fiscal 2010, $759.2 million in
fiscal 2009 and $731.8 million in fiscal 2008.
Customer-sponsored research and development is included in our
revenue and cost of product sales and services.
Total interest expense was $72.1 million,
$52.8 million and $53.1 million in fiscal 2010, 2009
and 2008, respectively. Interest paid was $69.8 million,
$49.0 million and $54.1 million in fiscal 2010, 2009
and 2008, respectively.
Total rental expense amounted to $46.3 million in fiscal
2010, $31.5 million in fiscal 2009 and $33.4 million
in fiscal 2008. Future minimum rental commitments under leases
with an initial lease term in excess of one year, primarily for
land and buildings, amounted to approximately
$181.9 million at July 2, 2010. These commitments for
the years following fiscal 2010 and, in total, thereafter are:
fiscal 2011 — $41.6 million; fiscal
2012 — $33.1 million; fiscal 2013 —
$24.7 million; fiscal 2014 — $19.7 million;
fiscal 2015 — $14.9 million; and
$47.9 million thereafter. These commitments do not contain
any material rent escalations, rent holidays, contingent rent,
rent concessions, leasehold improvement incentives or unusual
provisions or conditions. We do not consider any of these
individual leases material to our operations. Leasehold
improvements made either at the inception of the lease or during
the lease term are amortized over the current lease term, or
estimated life, if shorter.
In the normal course of doing 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 recognize all derivatives in
our Consolidated Balance Sheet at fair value. We do not hold or
issue derivatives for trading purposes.
At July 2, 2010, we had open foreign currency forward
contracts with a notional amount of $46.5 million, of which
$16.2 million were classified as cash flow hedges and
$30.3 million were classified as fair value hedges. This
compares with open foreign currency forward contracts with a
notional amount of $47.6 million at July 3, 2009, of
which $20.2 million were classified as cash flow hedges and
$27.4 million were classified as fair value hedges. At
July 2, 2010, contract expiration dates ranged from less
than 1 month to 12 months with a weighted average
contract life of 2 months.
Balance
Sheet Hedges
To manage the exposure in our balance sheet to risks from
changes in foreign currency exchange rates, we implement fair
value hedges. More specifically, 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
Consolidated Statement of Income. As of July 2, 2010, we
had outstanding foreign currency forward contracts denominated
in the Euro, British Pound, Canadian Dollar and Australian
Dollar to hedge certain balance sheet items. The net gains on
foreign currency forward contracts designated as fair value
hedges were not material in fiscal 2010, 2009 or 2008. In
addition, no amounts were recognized in earnings in fiscal 2010,
2009 and 2008 related to hedged firm commitments that no longer
qualify as fair value hedges.
Cash Flow
Hedges
To manage our exposure to currency risk and market fluctuation
risk associated with anticipated cash flows that are probable of
occurring in the future, we implement cash flow hedges. More
specifically, we use foreign currency forward contracts and
options to hedge off-balance sheet future foreign currency
commitments, including purchase commitments from suppliers,
future committed sales to customers and intercompany
transactions. These derivatives are primarily being used to
hedge currency exposures from cash flows anticipated in our RF
Communications segment related to programs in the United
Kingdom, Canada, Kosovo and China. We also have hedged
U.S. dollar payments to suppliers to maintain our
anticipated profit margins in our international operations. As
of July 2, 2010, we had outstanding foreign currency
forward contracts denominated in the Euro, British Pound,
Canadian Dollar and Chinese Yuan Renminbi to hedge certain
forecasted transactions.
These derivatives have only nominal intrinsic value at the time
of purchase and have a high degree of correlation to the
anticipated cash flows they are designated to hedge. Hedge
effectiveness is determined by the correlation of the
anticipated cash flows and the maturity dates of the derivatives
used to hedge these cash flows. These financial instruments are
marked-to-market
using forward prices and fair value quotes with the offset to
other
comprehensive income, net of hedge ineffectiveness. Gains and
losses from other comprehensive income are reclassified to
earnings when the related hedged item is recognized in earnings.
The ineffective portion of a derivative’s change in fair
value is immediately recognized in earnings. The cash flow
impact of our derivatives is included in the same category in
our Consolidated Statement of Cash Flows as the cash flows of
the item being hedged.
The amount of gains or losses from cash flow hedges recognized
in earnings or recorded in other comprehensive income, including
gains or losses related to hedge ineffectiveness, was not
material in fiscal 2010, 2009 or 2008. We do not expect the
amount of gains or losses recognized in the “Accumulated
other comprehensive loss” line item in our Consolidated
Balance Sheet as of July 2, 2010 that will be reclassified
to earnings from comprehensive income within the next
12 months to be material.
Credit
Risk
We are exposed to credit losses in the event of non-performance
by counterparties to these financial instruments, but we do not
expect any of the counterparties to fail to meet their
obligations. To manage credit risks, we select counterparties
based on credit ratings, limit our exposure to any single
counterparty under defined guidelines and monitor the market
position with each counterparty.
See Note 24: Fair Value Measurements in these Notes
for the amount of the assets and liabilities related to these
foreign currency forward contracts in our Consolidated Balance
Sheet as of July 2, 2010, and see our Consolidated
Statement of Comprehensive Income and Equity for additional
information on changes in accumulated other comprehensive loss
for the three fiscal years ended July 2, 2010.
The components of non-operating income (loss) are as follows:
Impairment of securities
available-for-sale
Gain on AuthenTec warrants
Gain on the sale of securities
available-for-sale
Impairment of investments
Net royalty income (expense)
Substantially all of the gain realized on the sale of securities
available-for-sale
was transferred from accumulated other comprehensive income.
The components of accumulated other comprehensive loss are as
follows:
Foreign currency translation
Net unrealized gain (loss) on securities
available-for-sale,
net of income taxes
Net unrealized gain on hedging derivatives, net of income taxes
Unamortized loss on treasury lock, net of income taxes
Unrecognized pension obligations, net of income taxes
We test our goodwill and other indefinite-lived intangible
assets for impairment annually, as well as when we change
reporting segments and when events or circumstances indicate
there may be an impairment. In the fourth quarter of fiscal
2009, we performed our annual review for impairment of our
reporting units’ goodwill and other indefinite-lived
intangible assets. To test for potential impairment, we
determined the fair value of our reporting units based on
projected discounted cash flows and market-based multiples
applied to sales and earnings. Because of
the global recession and postponement of capital projects which
significantly weakened demand, and the general decline of peer
company valuations impacting our valuation, it appeared that
goodwill in our Broadcast Communications segment was impaired,
as the results of step one testing indicated the adjusted net
book value of this segment exceeded its fair value. We then
allocated this fair value to the Broadcast Communications
segment’s underlying assets and liabilities to determine
the implied fair value of goodwill.
In conjunction with the above-described impairment review, we
conducted a review for impairment of Broadcast
Communications’ other long-lived assets, including
amortizable intangible assets and capitalized software, as any
impairment of these assets must be considered prior to the
conclusion of the impairment review. The fair value of Broadcast
Communications’ other long-lived assets were determined
based on projected discounted cash flows based on future sales
and operating costs, except for product trade names, in which
case we projected discounted cash flows based on the
relief-from-royalty method.
As a result of these impairment reviews, we determined that the
goodwill, amortizable intangible assets and capitalized software
for the Broadcast Communications segment were impaired.
Accordingly, during the fourth quarter of fiscal 2009, the
Broadcast Communications segment recorded a $255.5 million
impairment charge, consisting of charges of $160.9 million,
$70.2 million and $24.4 million for impairment of
goodwill, amortizable intangible assets and capitalized
software, respectively.
The provisions for income taxes are summarized as follows:
Current:
United States
International
State and local
Deferred:
The components of deferred income tax assets (liabilities) are
as follows:
Inventory valuations
Accruals
Depreciation
Domestic tax loss and credit carryforwards
International tax loss and credit carryforwards
International research and development expense deferrals
Acquired intangibles
Share-based compensation
Unfunded pension liability
Unrecognized tax benefits
All other — net
Valuation allowance
A reconciliation of the United States statutory income tax rate
to our effective income tax rate follows:
U.S. statutory income tax rate
State taxes
International income
Settlement of tax audits
Research and development tax credit
Lookback and other interest
U.S. production activity benefit
Other items
Effective income tax rate
United States income taxes have not been provided on
$329.6 million of undistributed earnings of international
subsidiaries because of our intention to reinvest those earnings
indefinitely. Determination of unrecognized deferred
U.S. tax liability for the undistributed earnings of
international subsidiaries is not practicable. Tax loss and
credit carryforwards as of July 2, 2010 have expiration
dates ranging between one year and no expiration in certain
instances. The amount of Federal, international, and state and
local tax loss carryforwards as of July 2, 2010 were
$29.9 million, $56.6 million and $10.0 million,
respectively. Income (loss) from continuing operations before
income taxes of international subsidiaries was
$(4.9) million in fiscal 2010, $(59.3) million in
fiscal 2009 and $30.0 million in fiscal 2008. Income taxes
paid were $280.5 million in fiscal 2010,
$308.4 million in fiscal 2009 and $208.8 million in
fiscal 2008. The valuation allowance increased $7.8 million
from $72.5 million at the end of fiscal 2009 to
$80.3 million at the end of fiscal 2010. The valuation
allowance has been established for financial reporting purposes,
to offset certain domestic and foreign deferred tax assets due
to uncertainty regarding our ability to realize them in the
future.
A reconciliation of the beginning and ending amounts of
unrecognized tax benefits is as follows:
Additions based on tax positions taken during the current year
Additions based on tax positions taken during prior years
Decreases based on tax positions taken during the current year
Decreases based on tax positions taken during prior years
Decreases from settlements
Decreases from a lapse of statute of limitations
As of July 2, 2010, we had $33.2 million of
unrecognized tax benefits, of which $25.6 million would
favorably impact our future tax rates in the event that the tax
benefits are eventually recognized.
We recognize accrued interest and penalties related to
unrecognized tax benefits as part of our income tax expense. We
had accrued $3.4 million for the potential payment of
interest and penalties as of July 3, 2009 (and this amount
was not included in the $23.1 million of unrecognized tax
benefits balance at July 3, 2009 shown above) and
$2.3 million of this total could favorably impact future
tax rates. We had accrued $3.5 million for the potential
payment of interest and penalties as of July 2, 2010 (and
this amount was not included in the $33.2 million of
unrecognized tax benefits balance at July 2, 2010 shown
above) and $2.4 million of this total could favorably
impact future tax rates.
We file numerous separate and consolidated income tax returns
reporting our financial results and, where appropriate, those of
our subsidiaries and affiliates, in the U.S. Federal
jurisdiction, and various state, local and foreign
jurisdictions. Pursuant to the Compliance Assurance Process, the
Internal Revenue Service (“IRS”) is examining fiscal
2009, fiscal 2010 and fiscal 2011. We are currently under
examination by the Canadian Revenue Agency for fiscal years 2005
through 2007, and we are appealing portions of a Canadian
assessment relating to
fiscal years 2000 through 2004. We are currently under
examination by various state and international tax authorities
for fiscal years ranging from 1997 through 2009. It is
reasonably possible that there could be a significant decrease
or increase to our unrecognized tax benefit balance during the
course of the next twelve months as these examinations continue,
other tax examinations commence or various statutes of
limitations expire. An estimate of the range of possible changes
cannot be made because of the significant number of
jurisdictions in which we do business and the number of open tax
periods.
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. Further,
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:
The following table represents the fair value hierarchy of our
assets and liabilities measured at fair value on a recurring
basis (at least annually) as of July 2, 2010:
Financial Assets
Marketable equity securities (1)
Deferred compensation plan investments: (2)
Money market fund
Stock fund
Equity security
Foreign currency forward contracts (3)
Financial Liabilities
Deferred compensation plans (4)
Foreign currency forward contracts (5)
Nonfinancial assets and nonfinancial liabilities that were
measured at fair value on a nonrecurring basis were not material
during fiscal 2010, 2009 or 2008, with the exception of
impairments to goodwill and other long-lived assets as noted in
Note 22: Impairment of Goodwill and Other Long-Lived
Assets.
The following table represents the carrying amounts and
estimated fair values of our significant financial instruments
that are 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):
Long-term debt (including current portion) (1)
We structure our operations primarily around the products and
services we sell and the markets we serve, and we report the
financial results of our continuing operations in the following
three business segments — RF Communications,
Government Communications Systems and Broadcast Communications.
Our RF Communications segment is a global supplier of secure
tactical radio communications and embedded high-grade encryption
solutions for military and government organizations and also of
secure communications systems and equipment for public safety,
utility and transportation markets. Our Government
Communications Systems segment conducts advanced research
studies and produces, integrates and supports highly reliable,
net-centric communications and information technology that solve
the mission-critical challenges of our defense, intelligence and
civilian U.S. Government customers. Our Broadcast
Communications segment serves the global digital and analog
media markets, providing workflow, infrastructure and networking
products and solutions; media solutions; and television and
radio transmission equipment and systems. Within each of our
business segments, there are multiple program areas and product
lines that aggregate into our three business segments described
above.
In the fourth quarter of fiscal 2009, in connection with the
May 27, 2009 Spin-off in the form of a taxable pro rata
dividend to our shareholders of all the shares of HSTX common
stock owned by us, we eliminated as a reporting segment our
former HSTX segment, which is reported as discontinued
operations in this Report. Until the Spin-off, HSTX (formerly
our Microwave Communications segment), a provider of wireless
network solutions, was our majority-owned subsidiary, and
HSTX’s results of operations and financial position were
consolidated into our financial statements. Subsequent to the
Spin-off, we no longer own an equity interest in HSTX and,
therefore, HSTX no longer constitutes part of our business
operations. Our historical financial results have been restated
to account for HSTX as discontinued operations for all periods
presented in this Report. See Note 3: Discontinued
Operations for additional information regarding discontinued
operations.
The accounting policies of our operating segments are the same
as those described in Note 1: Significant Accounting
Policies. We evaluate each segment’s performance based
on its “operating income (loss),” which we define as
profit or loss from operations before income taxes excluding
interest income and expense, royalties and related intellectual
property expenses, equity income and gains or losses from
securities and other investments. Intersegment sales among our
segments are transferred at cost to the buying segment and the
sourcing segment recognizes a normal profit that is eliminated.
The “Corporate eliminations” line item in the tables
below represents the elimination of intersegment sales and their
related profits. The “Unallocated corporate expense”
line item in the tables below represents the portion of
corporate expenses not allocated to the business segments.
Our products and systems are produced principally in the United
States with international revenue derived primarily from
exports. No revenue earned from any individual foreign country
exceeded 3 percent of our total revenue during fiscal 2010,
2009 or 2008.
Sales made to U.S. Government customers, including the DoD
and intelligence and civilian agencies, as well as foreign
military sales through the U.S. Government, whether
directly or through prime contractors, by all segments
(primarily our RF Communications and Government Communications
Systems segments) as a percentage of total revenue were
76.1 percent in fiscal 2010, 79.4 percent in fiscal
2009 and 78.9 percent in fiscal 2008. Revenue from services
in fiscal 2010 was approximately 6.8 percent,
39.7 percent and 12.8 percent of total revenue in our
RF Communications, Government Communications Systems and
Broadcast Communications segments, respectively.
Selected information by business segment and geographical area
is summarized below:
Total Assets
Discontinued operations
Capital Expenditures
Depreciation and Amortization
Geographical Information for continuing operations
U.S. operations:
Revenue
Long-lived assets
International operations:
Corporate assets consisted primarily of cash, marketable equity
securities, buildings and equipment. Depreciation and
amortization included intangible assets, capitalized software
and debt issuance costs amortization of $55.7 million,
$57.3 million and $51.1 million in fiscal 2010, 2009
and 2008, respectively.
Export revenue was $424.6 million in fiscal 2010,
$766.0 million in fiscal 2009 and $530.5 million in
fiscal 2008. Fiscal 2010 export revenue and revenue from
international operations was principally from Europe, Asia, the
Middle East and Canada. Fiscal 2010 long-lived assets from
international operations were principally in Canada, which had
$301.3 million of long-lived assets as of July 2, 2010.
Revenue and income from continuing operations before income
taxes by segment follows:
Revenue
Income
From Continuing Operations Before Income Taxes
Segment Operating Income (Loss):
RF Communications
Government Communications Systems
Broadcast Communications
Non-operating income (loss) (1)
Net interest expense
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; the sale or use of products 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
typically 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 are expensed when
incurred. While it is not feasible to
predict the outcome of these matters with certainty, and some
lawsuits, claims or proceedings may be disposed of or decided
unfavorably to us, based upon available information, in the
opinion of management, settlements, arbitration awards and final
judgments, if any, which are considered probable of being
rendered against us in litigation or arbitration in existence at
July 2, 2010 are reserved for, covered by insurance or
would not have a material adverse effect on our financial
position, results of operations or cash flows.
Our tax filings are subject to audit by taxing authorities in
jurisdictions where we conduct business. These audits may result
in assessments of additional taxes that are subsequently
resolved with the authorities or ultimately through established
legal proceedings. We believe we have adequately accrued for any
ultimate amounts that are likely to result from these audits;
however, final assessments, if any, could be different from the
amounts recorded in our Consolidated Financial Statements.
On July 30, 2010, after the end of our fiscal 2010, we
acquired privately held CapRock, a global provider of
mission-critical, managed satellite communications services for
the government, energy and maritime markets. CapRock’s
highly reliable solutions include broadband Internet access,
voice over Internet Protocol (“VOIP”) telephony,
wideband networking and real-time video, delivered to nearly
2,000 customer sites around the world. The acquisition of
CapRock increased the breadth of our assured
communications®
capabilities, while enabling us to enter new vertical markets
and increase our international presence. The purchase price for
CapRock was $525 million in cash, subject to possible
post-closing upward or downward adjustment. We funded the
acquisition with $205 million of cash and $320 million
of borrowings under our commercial paper program. We will report
CapRock within our Government Communications Systems segment.
For calendar year 2009, CapRock had revenue of $359 million
and operating income of $28 million. All of the disclosures
required by GAAP for business combinations have not been made
for the CapRock acquisition because the accounting for the
acquisition is still in progress.
Selected Quarterly Financial Data
QUARTERLY
FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data is summarized below.
Gross profit
Per share data:
Basic — income from continuing operations
Diluted — income from continuing operations*
Stock prices — High
Low
Income (loss) from continuing operations before income taxes
Income (loss) from continuing operations
Basic
Income (loss) from continuing operations*
Discontinued operations*
Net income (loss)
Diluted
Not applicable.
(a) Evaluation of disclosure controls and
procedures: We maintain disclosure controls and
procedures that are designed to ensure that information required
to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms. Our
disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under
the Exchange Act is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding
required disclosures. There are inherent limitations to the
effectiveness of any system of disclosure controls and
procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures
can provide only reasonable assurance of achieving their control
objectives, and management necessarily is required to use its
judgment in evaluating the cost-benefit relationship of possible
controls and procedures. As required by
Rule 13a-15
under the Exchange Act, as of the end of fiscal 2010, we carried
out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. This
evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive
Officer and our Chief Financial Officer. Based upon this work
and other evaluation procedures, our management, including our
Chief Executive Officer and our Chief Financial Officer, has
concluded that as of the end of fiscal 2010 our disclosure
controls and procedures were effective.
(b) Changes in internal control: We
periodically review our internal control over financial
reporting as part of our efforts to ensure compliance with the
requirements of Section 404 of the Sarbanes-Oxley Act of
2002. In addition, we routinely review our system of internal
control over financial reporting to identify potential changes
to our processes and systems that may improve controls and
increase efficiency, while ensuring that we maintain an
effective internal control environment. Changes may include such
activities as implementing new, more efficient systems,
consolidating the activities of business units, migrating
certain processes to our shared services organizations,
formalizing policies and procedures, improving segregation of
duties, and adding additional monitoring controls. In addition,
when we acquire new businesses, we incorporate our controls and
procedures into the acquired business as part of our integration
activities. There have been no changes in our internal control
over financial reporting that occurred during the quarter ended
July 2, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
(c) Evaluation of Internal Control over Financial
Reporting. Our management is responsible for
establishing and maintaining adequate internal control over
financial reporting. Our management, with the participation of
our Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over
financial reporting as of the end of fiscal 2010 and concluded
that our internal control over financial reporting was effective
as of the end of fiscal 2010. “Management’s Report on
Internal Control Over Financial Reporting” is included
within “Item 8. Financial Statements and Supplementary
Data” of this Report. The effectiveness of our internal
control over financial reporting was audited by
Ernst & Young LLP, our independent registered public
accounting firm. Their unqualified report is included within
“Item 8. Financial Statements and Supplementary
Data” of this Report.
(a) Identification of Directors: The
information required by this Item, with respect to our
directors, is incorporated herein by reference to the discussion
under the headings Proposal 1: Election of
Directors — Terms Expiring In 2011 and Current
Directors Not Up For Election in our Proxy Statement for our
2010 Annual Meeting of Shareholders scheduled to be held on
October 22, 2010 (our “2010 Proxy Statement”),
which is expected to be filed within 120 days after the end
of our 2010 fiscal year.
(b) Identification of Executive
Officers: Certain information regarding our
executive officers is included in Part I of this Report
under the heading “Executive Officers of the
Registrant” in accordance with General
Instruction G(3) of
Form 10-K.
(c) Audit Committee Information; Financial
Expert: The information required by this Item
with respect to the Audit Committee of our Board of Directors
and Audit Committee financial experts is incorporated herein by
reference to the discussion under the headings Board
Committees and Committee Charters, Audit Committee
and Committee Membership in our 2010 Proxy Statement,
which is expected to be filed within 120 days after the end
of our 2010 fiscal year.
(d) Section 16(a) Beneficial Ownership Reporting
Compliance: The information relating to
compliance with Section 16(a) of the Exchange Act is
incorporated herein by reference to the discussion under the
heading Section 16(a) Beneficial Ownership Reporting
Compliance in our 2010 Proxy Statement, which is expected to
be filed within 120 days after the end of our 2010 fiscal
year.
(e) Code of Ethics: All our directors and
employees, including our Chief Executive Officer, Chief
Financial Officer, Principal Accounting Officer and other senior
accounting and financial officers, are required to abide by our
Standards of Business Conduct. Our Standards of Business Conduct
are posted on our website at www.harris.com/business-conduct
and are also available free of charge by written request to
our Director of Business Conduct, Harris Corporation,
1025 West NASA Boulevard, Melbourne, Florida 32919. We
intend to disclose any amendment to, or waiver from, our
Standards of Business Conduct granted in favor of any of our
directors or officers on the Business Conduct section of our
website at www.harris.com/business-conduct within four
business days following such amendment or waiver. The
information required by this Item with respect to codes of
ethics is incorporated herein by reference to the discussion
under the heading Standards of Business Conduct in our
2010 Proxy Statement, which is expected to be filed within
120 days after the end of our 2010 fiscal year.
(f) Policy for Nominees: The information
required under Item 407(c)(3) of
Regulation S-K
is incorporated herein by reference to the discussion concerning
procedures by which shareholders may recommend nominees to our
Board of Directors contained under the heading Director
Nomination Process and Criteria, and Board Diversity in our
2010 Proxy Statement, which is expected to be filed within
120 days after the end of our 2010 fiscal year. No material
changes to those procedures have occurred since the disclosure
regarding those procedures in our Proxy Statement for our 2009
Annual Meeting of Shareholders. Additional information
concerning requirements and procedures for shareholders directly
nominating directors is contained under the heading
Shareholder Proposals for the 2011 Annual Meeting of
Shareholders in our 2010 Proxy Statement, which is expected
to be filed within 120 days after the end of our 2010
fiscal year.
The information required by this Item, with respect to
compensation of our directors and executive officers, is
incorporated herein by reference to the discussion under the
headings Director Compensation and Benefits, Executive
Compensation and Management Development and Compensation
Committee Report in our 2010 Proxy Statement, which is
expected to be filed within 120 days after the end of our
2010 fiscal year.
EQUITY
COMPENSATION PLAN INFORMATION
The following table provides information as of July 2, 2010
about our common stock that may be issued, whether upon the
exercise of options, warrants and rights or otherwise, under our
existing equity compensation plans.
Equity compensation plans approved by shareholders (1)
Equity compensation plans not approved by shareholders
See Note 14: Stock Options and Other Share-Based
Compensation in the Notes for a general description of our
stock and equity incentive plans.
The other information required by this Item, with respect to
security ownership of certain of our beneficial owners and
management, is incorporated herein by reference to the
discussion under the headings Our Largest Shareholders
and Shares Held By Our Directors and Executive
Officers in our 2010 Proxy Statement, which is expected to
be filed within 120 days after the end of our 2010 fiscal
year.
The information required by this Item is incorporated herein by
reference to the discussion under the headings Director
Independence and Related Person Transaction Policy in
our 2010 Proxy Statement, which is expected to be filed within
120 days after the end of our 2010 fiscal year.
The information required by this Item is incorporated herein by
reference to the discussion under the heading
Proposal 2: Ratification of the Appointment of
Independent Registered Public Accounting Firm in our 2010
Proxy Statement, which is expected to be filed within
120 days after the end of our 2010 fiscal year.
The following documents are filed as a part of this
Report:
(1) List of Financial Statements Filed as Part of
this Report
The following financial statements and reports of Harris
Corporation and its consolidated subsidiaries are included in
Item 8. of this Report at the page numbers referenced below:
(2) Financial Statement Schedules:
All other schedules are omitted because they are not applicable,
the amounts are not significant, or the required information is
shown in the Consolidated Financial Statements or the Notes
thereto.
The following exhibits are filed herewith or are incorporated
herein by reference to exhibits previously filed with the SEC:
(1)(a) Underwriting Agreement, dated as of November 30,
2007, among Harris Corporation and Bank of America Securities
LLC and Morgan Stanley & Co. Incorporated, on behalf
of the several underwriters named therein, incorporated herein
by reference to Exhibit 1.1 to the Company’s Current
Report on
Form 8-K
filed with the SEC on December 5, 2007. (Commission File
Number 1-3863)
(1)(b) Underwriting Agreement, dated as of June 4, 2009,
among Harris Corporation and Citigroup Global Markets Inc. and
Morgan Stanley & Co. Incorporated, on behalf of the
several underwriters named therein, incorporated herein by
reference to Exhibit 1.1 to the Company’s Current
Report on
Form 8-K
filed with the SEC on June 10, 2009. (Commission File
Number 1-3863)
(2)(a)(i) Asset Purchase Agreement, dated as of April 16,
2009, among Harris Corporation, Tyco Electronics Group S.A. and,
solely for the limited purposes of Section 11.09, Tyco
Electronics Ltd., incorporated herein by reference to
Exhibit 2.1 to the Company’s Current Report on
Form 8-K
filed with the SEC on April 22, 2009. (Commission File
Number 1-3863)
(ii) Amendment to Asset Purchase Agreement, dated as of
May 29, 2009, by and among Harris Corporation, Tyco
Electronics Group S.A. and, solely for the limited purposes of
Section 11.09, Tyco Electronics Ltd., incorporated herein
by reference to Exhibit 2.2 to the Company’s Current
Report on
Form 8-K
filed with the SEC on June 2, 2009. (Commission File Number
1-3863)
(2)(b) Agreement and Plan of Merger, dated as of May 21,
2010, by and among Harris Corporation, CapRock Holdings, Inc.,
Canyon Merger Corp., and, solely for purposes of Sections 7.11,
9.1 and 9.8, certain holders of the issued and outstanding
equity securities of CapRock Holdings, Inc. party thereto as of
the date thereof, and for purposes of the provisions thereof
that apply to the Stockholder Representative, ABRY
Partners V, L.P., incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on
Form 8-K
filed with the SEC on May 27, 2010. (Commission File Number
1-3863)
(3)(a) Restated Certificate of Incorporation of Harris
Corporation (1995), as amended, incorporated herein by reference
to Exhibit 3(a) to the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 26, 2008.
(Commission File Number 1-3863)
(3)(b) By-Laws of Harris Corporation, as amended and restated
effective October 24, 2008, incorporated herein by
reference to Exhibit 3(ii) to the Company’s Current
Report on
Form 8-K
filed with the SEC on October 29, 2008. (Commission File
Number 1-3863)
(4)(a) Specimen stock certificate for the Company’s common
stock, incorporated herein by reference to Exhibit 4(a) to
the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended December 31, 2004. (Commission
File Number 1-3863)
(4)(b)(i) Indenture, dated as of May 1, 1996, between
Harris Corporation and The Bank of New York, as Trustee,
relating to unlimited amounts of debt securities which may be
issued from time to time by the Company when and as authorized
by the Company’s Board of Directors or a Committee of the
Board, incorporated herein by reference to Exhibit 4 to the
Company’s Registration Statement on
Form S-3,
Registration Statement
No. 333-03111,
filed with the SEC on May 3, 1996.
(ii) Instrument of Resignation from Trustee and Appointment
and Acceptance of Successor Trustee among Harris Corporation, JP
Morgan Chase Bank, as Resigning Trustee and The Bank of
New York, as Successor Trustee, dated as of
November 1, 2002 (effective November 15, 2002),
incorporated herein by reference to Exhibit 99.4 to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 27, 2002.
(Commission File Number 1-3863)
(4)(c) Indenture, dated as of October 1, 1990, between
Harris Corporation and National City Bank, as Trustee, relating
to unlimited amounts of debt securities which may be issued from
time to time by the Company when and as authorized by the
Company’s Board of Directors or a Committee of the Board,
incorporated herein by reference to Exhibit 4 to the
Company’s Registration Statement on
Form S-3,
Registration Statement
No. 33-35315,
filed with the SEC on June 8, 1990.
(4)(d) Indenture, dated as of August 26, 2002, between
Harris Corporation and The Bank of New York, as Trustee,
relating to $150,000,000 of 3.5% Convertible Debentures due
2022, incorporated herein by reference to Exhibit 99.2 to
the Company’s Current Report on
Form 8-K
filed with the SEC on August 26, 2002. (Commission File
Number 1-3863)
(4)(e)(i) Indenture, dated as of September 3, 2003, between
Harris Corporation and The Bank of New York, as Trustee,
relating to unlimited amounts of debt securities which may be
issued from time to time by the Company when and as authorized
by the Company’s Board of Directors or a Committee of the
Board, incorporated herein by reference to Exhibit 4(b) to
the Company’s Registration Statement on
Form S-3,
Registration Statement
No. 333-108486,
filed with the SEC on September 3, 2003.
(ii) Instrument of Resignation of Trustee, Appointment and
Acceptance of Successor Trustee, dated as of June 2, 2009,
among Harris Corporation, The Bank of New York Mellon (formerly
known as The Bank of New York) and The Bank of New York Mellon
Trust Company, N.A., as to Indenture dated as of
September 3, 2003, incorporated herein by reference to
Exhibit 4(m) to the Company’s Registration Statement
on
Form S-3,
Registration Statement
No. 333-159688,
filed with the SEC on June 3, 2009.
(4)(f)(i) Subordinated Indenture, dated as of September 3,
2003, between Harris Corporation and The Bank of New York, as
Trustee, relating to unlimited amounts of debt securities which
may be issued from time to time by the Company when and as
authorized by the Company’s Board of Directors or a
Committee of the Board, incorporated herein by reference to
Exhibit 4(c) to the Company’s Registration Statement
on
Form S-3,
Registration Statement
No. 333-108486,
filed with the SEC on September 3, 2003.
(ii) Instrument of Resignation of Trustee, Appointment and
Acceptance of Successor Trustee, dated as of June 2, 2009,
among Harris Corporation, The Bank of New York Mellon (formerly
known as The Bank of New York) and The Bank of New York Mellon
Trust Company, N.A., as to Subordinated Indenture dated as
of September 3, 2003, incorporated herein by reference to
Exhibit 4(n) to the Company’s Registration Statement
on
Form S-3,
Registration Statement
No. 333-159688,
filed with the SEC on June 3, 2009.
(4)(g) Form of the Company’s 5% Notes due 2015,
incorporated herein by reference to Exhibit 4.1 to the
Company’s Current Report on
Form 8-K
filed with the SEC on September 16, 2005. (Commission File
Number 1-3863)
(4)(h) Form of Harris Corporation’s 5.95% Notes due
2017, incorporated herein by reference to Exhibit 4.1 to
the Company’s Current Report on
Form 8-K
filed with the SEC on December 5, 2007. (Commission File
Number 1-3863)
(4)(i) Form of the Company’s 6.375% Notes due 2019,
incorporated herein by reference to Exhibit 4.1 to the
Company’s Current Report on
Form 8-K
filed with the SEC on June 10, 2009. (Commission File
Number 1-3863)
(4)(j) Pursuant to
Regulation S-K
Item 601(b)(4)(iii), Registrant by this filing agrees, upon
request, to furnish to the SEC a copy of other instruments
defining the rights of holders of long-term debt of Harris.
(10) Material Contracts:
*(10)(a) Form of Executive Change in Control Severance
Agreement, incorporated herein by reference to
Exhibit 10(a) to the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
*(10)(b)(i) Harris Corporation 2005 Annual Incentive Plan
(Effective as of July 2, 2005), incorporated herein by
reference to Exhibit 10.2 to the Company’s Current
Report on
Form 8-K
filed with the SEC on November 3, 2005. (Commission File
Number 1-3863)
(ii) Amendment No. 1 to Harris Corporation 2005 Annual
Incentive Plan, effective January 1, 2009, incorporated
herein by reference to Exhibit (10)(b) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
*(10)(c)(i) Harris Corporation Stock Incentive Plan (amended as
of August 23, 1997), incorporated herein by reference to
Exhibit 10(c) to the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 27, 1997. (Commission File
Number 1-3863)
(ii) Stock Option Agreement Terms and Conditions (as of
8/25/00) for
grants under the Harris Corporation Stock Incentive Plan,
incorporated herein by reference to Exhibit (10)(i) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 29, 2000.
(Commission File Number 1-3863)
*(10)(d)(i) Harris Corporation 2000 Stock Incentive Plan,
incorporated herein by reference to Exhibit 4(b) to the
Company’s Registration Statement on
Form S-8,
Registration Statement No.
333-49006,
filed with the SEC on October 31, 2000.
(ii) Amendment No. 1 to Harris Corporation 2000 Stock
Incentive Plan, dated as of December 3, 2004, incorporated
herein by reference to Exhibit 10.2 to the Company’s
Current Report on Form
8-K filed
with the SEC on December 8, 2004. (Commission File Number
1-3863)
(iii) Amendment No. 2 to Harris Corporation 2000 Stock
Incentive Plan, effective January 1, 2009, incorporated
herein by reference to Exhibit (10)(c) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
(iv) Stock Option Agreement Terms and Conditions (as of
10/27/2000)
for grants under the Harris Corporation 2000 Stock Incentive
Plan, incorporated herein by reference to Exhibit (10)(d)(ii) to
the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 29, 2001. (Commission File
Number 1-3863)
(v) Stock Option Agreement Terms and Conditions (as of
8/24/01) for
grants under the Harris Corporation 2000 Stock Incentive Plan,
incorporated herein by reference to Exhibit (10)(i) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 28, 2001.
(Commission File Number 1-3863)
(vi) Stock Option Agreement Terms and Conditions (as of
8/22/03) for
grants under the Harris Corporation 2000 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10(b) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 26, 2003.
(Commission File Number 1-3863)
(vii) Stock Option Agreement Terms and Conditions (as of
8/27/04) for
grants under the Harris Corporation 2000 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10(a) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended October 1, 2004. (Commission
File Number 1-3863)
(viii) Stock Option Agreement Terms and Conditions (as of
8/26/05) for
grants under the Harris Corporation 2000 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10.2 to the
Company’s Current Report on
Form 8-K
filed with the SEC on September 1, 2005. (Commission File
Number 1-3863)
(ix) Form of Outside Director Stock Option Agreement (as of
10/27/2000)
for grants under the Harris Corporation 2000 Stock Incentive
Plan, incorporated herein by reference to Exhibit (10)(d)(iii)
to the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 29, 2001. (Commission File
Number 1-3863)
(x) Restoration Stock Option Agreement Terms and Conditions
(as of
8/22/03) for
grants under the Harris Corporation 2000 Stock Incentive Plan,
incorporated herein by reference to Exhibit 10(c) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 26, 2003.
(Commission File Number 1-3863)
*(10)(e)(i) Harris Corporation 2005 Equity Incentive Plan,
incorporated herein by reference to Exhibit 10.1 to the
Company’s Current Report on
Form 8-K
filed with the SEC on November 3, 2005. (Commission File
Number 1-3863)
(ii) Amendment No. 1 to Harris Corporation 2005 Equity
Incentive Plan, effective January 1, 2009, incorporated
herein by reference to Exhibit (10)(d) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
(iii) Stock Option Award Agreement Terms and Conditions (as
of 10/28/05)
for grants under the Harris Corporation 2005 Equity Incentive
Plan, incorporated herein by reference to Exhibit 10(f) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended December 30, 2005. (Commission
File Number 1-3863)
(iv) Form of Stock Option Award Agreement Terms and
Conditions (as of June 30, 2007) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.1 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 30, 2007. (Commission File
Number 1-3863)
(v) Form of Performance Share Award Agreement Terms and
Conditions (as of June 30, 2007) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.2 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 30, 2007. (Commission File
Number 1-3863)
(vi) Form of Performance Share Unit Award Agreement Terms
and Conditions (as of June 30, 2007) for grants under
the Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.3 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 30, 2007. (Commission File
Number 1-3863)
(vii) Form of Restricted Stock Award Agreement Terms and
Conditions (as of June 30, 2007) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.4 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 30, 2007. (Commission File
Number 1-3863)
(viii) Form of Restricted Stock Unit Award Agreement Terms
and Conditions (as of June 30, 2007) for grants under
the Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.5 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 30, 2007. (Commission File
Number 1-3863)
(ix) Form of Stock Option Award Agreement Terms and
Conditions (as of June 28, 2008) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.1 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 28, 2008. (Commission File
Number 1-3863)
(x) Form of Performance Share Award Agreement Terms and
Conditions (as of June 28, 2008) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by
reference to Exhibit 10.2 to the Company’s Current
Report on
Form 8-K
filed with the SEC on August 28, 2008. (Commission File
Number 1-3863)
(xi) Form of Performance Share Unit Award Agreement Terms
and Conditions (as of June 28, 2008) for grants under
the Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.3 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 28, 2008. (Commission File
Number 1-3863)
(xii) Form of Restricted Stock Award Agreement Terms and
Conditions (as of June 28, 2008) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.4 to the Company’s
Current Report on
Form 8-K
filed with the SEC on August 28, 2008. (Commission File
Number 1-3863)
(xiii) Form of Restricted Stock Unit Award Agreement Terms
and Conditions (as of June 28, 2008) for grants under
the Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit (10)(b) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended October 2, 2009. (Commission
File Number 1-3863)
(xiv) Form of Stock Option Award Agreement Terms and
Conditions (as of July 4, 2009) for grants under the
Harris Corporation 2005 Equity Incentive Plan, incorporated
herein by reference to Exhibit 10.1 to the Company’s
Current Report on
Form 8-K
filed with the SEC on September 3, 2009. (Commission File
Number 1-3863)
*(10)(f)(i) Harris Corporation Retirement Plan (Amended and
Restated Effective July 1, 2007), incorporated herein by
reference to Exhibit 10(f)(i) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 28, 2007.
(Commission File Number 1-3863)
(ii) Amendment Number One to the Harris Corporation
Retirement Plan, dated July 24, 2007, incorporated herein
by reference to Exhibit 10(f)(ii) to the Company’s
Quarterly Report on Form
10-Q for the
fiscal quarter ended September 28, 2007. (Commission File
Number 1-3863)
(iii) Amendment Number Two to the Harris Corporation
Retirement Plan, dated September 19, 2007, incorporated
herein by reference to Exhibit 10(f)(iii) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended September 28, 2007.
(Commission File Number 1-3863)
(iv) Amendment Number Three to the Harris Corporation
Retirement Plan, dated June 5, 2008, incorporated herein by
reference to Exhibit 10(f)(iv) to the Company’s Annual
Report on
Form 10-K
for the fiscal year ended June 27, 2008. (Commission File
Number 1-3863)
(v) Amendment Number Four to the Harris Corporation
Retirement Plan, dated November 7, 2008 and effective
November 6, 2008, incorporated herein by reference to
Exhibit 10(e) to the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
(vi) Amendment Number Five to the Harris Corporation
Retirement Plan, dated March 5, 2009, incorporated herein
by reference to Exhibit (10)(f)(vi) to the Company’s Annual
Report on Form
10-K for the
fiscal year ended July 3, 2009. (Commission File Number
1-3863)
(vii) Amendment Number Six to the Harris Corporation
Retirement Plan, dated May 21, 2009 and effective
July 1, 2009, incorporated herein by reference to Exhibit
(10)(f)(vii) to the Company’s Annual Report on
Form 10-K
for the fiscal year ended July 3, 2009. (Commission File
Number 1-3863)
(viii) Amendment Number Seven to the Harris Corporation
Retirement Plan, dated August 6, 2009 and effective
August 28, 2009, incorporated herein by reference to
Exhibit (10)(c) to the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended October 2, 2009. (Commission
File Number 1-3863)
(ix) Amendment Number Eight to the Harris Corporation
Retirement Plan, dated December 8, 2009 and effective
December 31, 2009, incorporated herein by reference to
Exhibit 4(d)(ix) to the Company’s Registration
Statement on
Form S-8,
Registration Statement
No. 333-163647,
filed with the SEC on December 10, 2009.
(x) Amendment Number Nine to the Harris Corporation
Retirement Plan, dated May 26, 2010 and effective
May 20, 2010.
(xi) Amendment Number Ten to the Harris Corporation
Retirement Plan, dated June 15, 2010 and effective
June 16, 2010.
*(10)(g)(i) Harris Corporation Supplemental Executive Retirement
Plan (amended and restated effective March 1, 2003),
incorporated herein by reference to Exhibit 10(b)(i) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended March 28, 2003. (Commission
File Number 1-3863)
(ii) Amendment No. 1 to Harris Corporation
Supplemental Executive Retirement Plan, dated April 25,
2003, incorporated herein by reference to Exhibit (10)(b)(ii) to
the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended March 28, 2003. (Commission
File Number 1-3863)
(iii) Amendment No. 2 to Harris Corporation
Supplemental Executive Retirement Plan, dated June 4, 2004,
incorporated herein by reference to Exhibit (10)(f)(iii) to the
Company’s Annual Report on
Form 10-K
for the fiscal year ended July 2, 2004. (Commission File
Number 1-3863)
(iv) Amendment No. 3 to Harris Corporation
Supplemental Executive Retirement Plan, dated April 19,
2007, incorporated herein by reference to Exhibit 10(g)(iv)
to the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 29, 2007. (Commission File
Number 1-3863)
*(10)(h)(i) Harris Corporation 2005 Supplemental Executive
Retirement Plan, effective January 1, 2009, incorporated
herein by reference to Exhibit (10)(f) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
(ii) Amendment Number One to the Harris Corporation 2005
Supplemental Executive Retirement Plan, dated October 1,
2009 and effective January 1, 2010, incorporated herein by
reference to Exhibit (10)(d) to the Company’s Quarterly
Report on
Form 10-Q
for the fiscal quarter ended October 2, 2009. (Commission
File Number 1-3863)
(iii) Amendment Number Two to the Harris Corporation 2005
Supplemental Executive Retirement Plan, dated December 8,
2009 and effective November 30, 2009, incorporated herein
by reference to Exhibit (10)(b) to the Company’s Quarterly
Report on
Form 10-Q
for the fiscal quarter ended January 1, 2010. (Commission
File Number 1-3863)
*(10)(i)(i) Harris Corporation 1997 Directors’
Deferred Compensation and Annual Stock Unit Award Plan (Amended
and Restated Effective January 1, 2006), incorporated
herein by reference to Exhibit 10.4 to the Company’s
Current Report on
Form 8-K
filed with the SEC on November 3, 2005. (Commission File
Number 1-3863)
(ii) Amendment Number One to the Harris Corporation
1997 Directors’ Deferred Compensation and Annual Stock
Unit Award Plan (Amended and Restated Effective January 1,
2006), effective January 1, 2009, incorporated herein by
reference to Exhibit (10)(g) to the Company’s Quarterly
Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
*(10)(j) Harris Corporation 2005 Directors’ Deferred
Compensation Plan (as Amended and Restated Effective
January 1, 2009), incorporated herein by reference to
Exhibit 10(h) to the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
(10)(k) Revolving Credit Agreement, dated as of
September 10, 2008, among the Company and the other parties
thereto, incorporated herein by reference to Exhibit 10.1
to the Company’s Current Report on
Form 8-K
filed with the SEC on September 16, 2008. (Commission File
Number 1-3863)
*(10)(l) Form of Director and Executive Officer Indemnification
Agreement, incorporated herein by reference to
Exhibit 10(r) to the Company’s Annual Report on
Form 10-K
for the fiscal year ended July 3, 1998. (Commission File
Number 1-3863)
*(10)(m)(i) Amended and Restated Master Trust Agreement and
Declaration of Trust, made as of December 2, 2003, by and
between Harris Corporation and The Northern Trust Company,
incorporated herein by reference to Exhibit 10(c) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2004. (Commission
File Number 1-3863)
(ii) Amendment to the Harris Corporation Master Trust,
dated May 21, 2009, incorporated herein by reference to
Exhibit (10)(m)(ii) to the Company’s Annual Report on
Form 10-K
for the fiscal year ended July 3, 2009. (Commission File
Number 1-3863)
(iii) Amendment to the Harris Corporation Master Trust,
dated December 8, 2009 and effective December 31,
2009, incorporated herein by reference to Exhibit 4(e)(iii)
to the Company’s Registration Statement on
Form S-8,
Registration Statement
No. 333-163647,
filed with the SEC on December 10, 2009.
*(10)(n)(i) Master Rabbi Trust Agreement, amended and
restated as of December 2, 2003, by and between Harris
Corporation and The Northern Trust Company, incorporated
herein by reference to Exhibit 10(d) to the Company’s
Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2004. (Commission
File Number 1-3863)
(ii) First Amendment to Master Rabbi Trust Agreement,
dated the 24th day of September, 2004, incorporated herein
by reference to Exhibit (10)(b) to the Company’s Quarterly
Report on Form
10-Q for the
fiscal quarter ended October 1, 2004. (Commission File
Number 1-3863)
(iii) Second Amendment to the Harris Corporation Master
Rabbi Trust Agreement, dated as of December 8, 2004,
incorporated herein by reference to Exhibit 10.5 to the
Company’s Current Report on
Form 8-K
filed with the SEC on December 8, 2004. (Commission File
Number 1-3863)
(iv) Third Amendment to the Harris Corporation Master Rabbi
Trust Agreement, dated January 15, 2009 and effective
January 1, 2009, incorporated herein by reference to
Exhibit (10)(i) to the Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
*(10)(o) Letter Agreement, dated as of December 19, 2008
and effective January 1, 2009, by and between Harris
Corporation and Howard L. Lance, incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report
on
Form 8-K
filed with the SEC on December 24, 2008. (Commission File
Number 1-3863)
*(10)(p)(i) Offer Letter, dated July 5, 2005, by and
between Harris Corporation and Jeffrey S. Shuman, incorporated
herein by reference to Exhibit 10.1 to the Company’s
Current Report on
Form 8-K
filed with the SEC on September 1, 2005. (Commission File
Number 1-3863)
(ii) Addendum, dated December 12, 2008, to the Offer
Letter, dated July 5, 2005, by and between Harris
Corporation and Jeffrey S. Shuman, incorporated herein by
reference to Exhibit 10(l) to the Company’s Quarterly
Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
*(10)(q)(i) Letter Agreement, dated as of January 23, 2007,
by and between Harris Corporation and Timothy E. Thorsteinson,
incorporated herein by reference to Exhibit 10(a) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended March 30, 2007. (Commission
File Number 1-3863)
(ii) Addendum, dated as of December 5, 2007, to the
Letter Agreement, dated as of January 23, 2007, by and
between Harris Corporation and Timothy E. Thorsteinson,
incorporated herein by reference to Exhibit 10(p)(ii) to
the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 27, 2008. (Commission File
Number 1-3863)
(iii) Second Addendum, dated as of July 30, 2008, to
the Letter Agreement, dated as of January 23, 2007, by and
between Harris Corporation and Timothy E. Thorsteinson,
incorporated herein by reference to Exhibit 10(p)(iii) to
the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 27, 2008. (Commission File
Number 1-3863)
(iv) Third Addendum, dated December 12, 2008, to the
Letter Agreement, dated as of January 23, 2007, by and
between Harris Corporation and Timothy E. Thorsteinson,
incorporated herein by reference to Exhibit 10(m) to the
Company’s Quarterly Report on
Form 10-Q
for the fiscal quarter ended January 2, 2009. (Commission
File Number 1-3863)
(v) Separation Agreement and Release of All Claims, dated
October 13, 2009, among Harris Corporation, Harris Canada
Systems, Inc. and Timothy E. Thorsteinson, incorporated herein
by reference to Exhibit (10)(a) to the Company’s Quarterly
Report on
Form 10-Q
for the fiscal quarter ended January 1, 2010. (Commission
File Number 1-3863)
(10)(r) Commercial Paper Issuing and Paying Agent Agreement,
dated as of March 30, 2005, between Citibank, N.A. and
Harris Corporation, incorporated herein by reference to
Exhibit 99.2 to the Company’s Current Report on
Form 8-K
filed with the SEC on April 5, 2005. (Commission File
Number 1-3863)
*(10)(s) Supplemental Pension Plan for Howard L. Lance (Amended
and Restated effective January 1, 2009), dated as of
December 19, 2008, by and between Harris Corporation and
Howard L. Lance, incorporated herein by reference to
Exhibit 10.2 to the Company’s Current Report on Form
8-K filed
with the SEC on December 24, 2008. (Commission File Number
1-3863)
(10)(t) Non-Competition Agreement, dated as of January 26,
2007, among Harris Corporation, Stratex Networks, Inc. and
Harris Stratex Networks, Inc., incorporated herein by reference
to Exhibit 10.2 to the Company’s Current Report on
Form 8-K
filed with the SEC on February 1, 2007. (Commission File
Number 1-3863)
(10)(u) Commercial Paper Dealer Agreement, dated as of
June 12, 2007, between Citigroup Global Markets Inc. and
Harris Corporation, incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on
Form 8-K
filed with the SEC on June 18, 2007. (Commission File
Number 1-3863)
(10)(v) Commercial Paper Dealer Agreement, dated June 13,
2007, between Banc of America Securities LLC and Harris
Corporation, incorporated herein by reference to
Exhibit 10.2 to the Company’s Current Report on
Form 8-K
filed with the SEC on June 18, 2007. (Commission File
Number 1-3863)
(10)(w) Commercial Paper Dealer Agreement, dated as of
June 14, 2007, between SunTrust Capital Markets, Inc. and
Harris Corporation, incorporated herein by reference to
Exhibit 10.3 to the Company’s Current Report on
Form 8-K
filed with the SEC on June 18, 2007. (Commission File
Number 1-3863)
*(10)(x) Summary of Annual Compensation of Outside Directors,
incorporated herein by reference to Exhibit (10)(x) to the
Company’s Annual Report on
Form 10-K
for the fiscal year ended July 3, 2009. (Commission File
Number 1-3863)
*(10)(y) Summary of Certain Compensation Arrangements of Named
Executive Officers, incorporated herein by reference to the
Company’s Current Report on
Form 8-K
filed with the SEC on September 3, 2009. (Commission File
Number 1-3863)
(12) Statement regarding computation of ratio of earnings
to fixed charges.
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young LLP.
(24) Power of Attorney.
(31.1) Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer.
(31.2) Rule 13a-14(a)/15d-14(a)
Certification of Chief Financial Officer.
(32.1) Section 1350 Certification of Chief Executive
Officer.
(32.2) Section 1350 Certification of Chief Financial
Officer.
**(101.INS) XBRL Instance Document.
**(101.SCH) XBRL Taxonomy Extension Schema Document.
**(101.CAL) XBRL Taxonomy Extension Calculation Linkbase
Document.
**(101.LAB) XBRL Taxonomy Extension Label Linkbase Document.
**(101.PRE) XBRL Taxonomy Extension Presentation Linkbase
Document.
**(101.DEF) XBRL Taxonomy Extension Definition Linkbase Document.
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARRIS CORPORATION
(Registrant)
/s/ Howard
L. Lance
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
/s/ Howard
L. Lance
/s/ Gary
L. McArthur
/s/ Lewis
A. Schwartz
/s/ Thomas
A. Dattilo*
/s/ Terry
D. Growcock*
/s/ Lewis
Hay III*
/s/ Karen
Katen*
/s/ Stephen
P. Kaufman*
/s/ Leslie
F. Kenne*
/s/ David
B. Rickard*
/s/ James
C. Stoffel*
/s/ Gregory
T. Swienton*
/s/ Hansel
E. Tookes II*
/s/ Scott
T.
Mikuen
Schedule Of Valuation And Qualifying Accounts Disclosure
Year ended July 2, 2010:
Amounts Deducted From
Respective Asset Accounts:
Allowances for collection losses
Allowances for deferred tax assets
Year ended July 3, 2009:
Year ended June 27, 2008: