Condensed Consolidating Financial Statements | Note Q – Condensed Consolidating Financial Statements On May 29, 2015, we acquired Exelis Inc. and its subsidiaries, and Exelis Inc. became a 100 percent directly owned subsidiary of Harris Corporation. In connection with the acquisition, Harris Corporation fully and unconditionally guaranteed all of the long-term fixed-rate debt securities issued by Exelis Inc. outstanding at the time of the acquisition, which consisted of $ 250 million in aggregate principal amount of 4.25 % senior notes due October 1, 2016 and $ 400 million in aggregate principal amount of 5.55 % senior notes due October 1, 2021 (the “Exelis Notes” ). The Exelis Notes are included in our long-term fixed-rate debt i n the accompanying Condensed Consolidat ed Balance Sheet (Unaudited) . In addition, Exelis Inc. fully and unconditionally guaranteed all of the long-term fixed-rate debt securities issued by Harris Corporation outstanding at the time of the acquisition, which consisted of nine serie s of fixed-rate debt securities in an aggregate principal amount of $ 3.226 billion. The Exelis Notes are guaranteed only by Harris Corporation, and the nine series of long-term fixed-rate debt securities issued by Harris Corporation are guaranteed only by Exelis Inc. None of our other subsidiaries (including the subsidiaries of Exelis Inc.) is a guarantor of the Exelis Notes or any of the nine series of fixed-rate debt securities issued by Harris Corporation. The following condensed consolidating financial statements, consisting of condensed consolidating statements of comprehensive income, balance sheets and statements of cash flows, are provided so that separate condensed consolidat ed financial statements of Harris Corporation and Exelis Inc., the issuers and guarantors as described above, are not required to be filed with the Securities and Exchange Commission. The condensed consolidating financial statements provide information for Harris Corporation, Exelis Inc. and our non-guarantor subsidiaries (including the subsidiaries of Exelis Inc.) for all periods presented to reflect the cross guarantees of our outstanding long-term fixed-rate debt securities as described above. The condensed consolidating financial statements reflect investments in subsidiaries using the equity method of accounting. The consolidating adjustments primarily relate to eliminations of investments in subsidiaries and intercompany transactions and balances. The issuers and guarantors as described above and the non-guarantor subsidiaries are not consistent with our reporting segments; and consequently , this basis of presentation is not included to present our financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for guarantor reporting . The cross guarantees of our outstanding long-term fixed-rate debt securities as described above are subject to being released under customary circumstances, as reflected in the supplemental indentures providing for the cross guarantees filed with the Securities and Exchange Commission as exhibits to our Current Report on Form 8-K filed on June 2, 2015. Moreover, we currently expect that in the second quarter of fiscal 2016, Exelis Inc. will merge with and into Harris Corporation, with Harris Corporation being the surviving entity, and the cross guarantees of our outstanding long-term fixed-rate debt securities as described above will terminat e. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited) Quarter Ended October 2, 2015 Harris Exelis Non-Guarantor Consolidating Consolidated Parent Co. Parent Co. Subsidiaries Adjustments Total (In millions) Revenue from product sales and services $ 790 $ 584 $ 437 $ ― $ 1,811 Cost of product sales and services (491) (422) (307) ― (1,220) Engineering, selling and administrative expenses (156) (86) (87) ― (329) Intercompany income (expense), net (12) 2 10 ― ― Non-operating income 1 ― ― ― 1 Interest income ― ― 1 ― 1 Interest expense (41) (5) (2) ― (48) Income before income taxes 91 73 52 ― 216 Income taxes (26) (26) (16) ― (68) Equity in earnings of subsidiaries, net of income taxes 83 9 ― (92) ― Net income 148 56 36 (92) 148 Other comprehensive loss, net of income taxes (84) (15) (25) 92 (32) Total comprehensive income $ 64 $ 41 $ 11 $ ― $ 116 CONDENSED CONSOLIDATING BALANCE SHEET (Unaudited) Quarter Ended October 2, 2015 Harris Exelis Non-Guarantor Consolidating Consolidated Parent Co. Parent Co. Subsidiaries Adjustments Total (In millions) Assets Current Assets Cash and cash equivalents $ 64 $ 49 $ 207 $ ― $ 320 Receivables 503 498 2,359 (2,282) 1,078 Inventories 530 285 292 ― 1,107 Income taxes receivable 16 6 8 ― 30 Current deferred income taxes 103 212 31 ― 346 Deferred compensation plan investments 12 28 ― ― 40 Other current assets 34 42 56 ― 132 Total current assets 1,262 1,120 2,953 (2,282) 3,053 Non-current Assets Property, plant and equipment 534 383 233 ― 1,150 Goodwill 465 4,683 1,173 ― 6,321 Other intangible assets 29 1,255 445 ― 1,729 Non-current deferred income taxes 97 179 ― (111) 165 Investment in subsidiaries 8,518 11 ― (8,529) ― Other non-current assets 103 ― 96 (53) 146 Total non-current assets 9,746 6,511 1,947 (8,693) 9,511 $ 11,008 $ 7,631 $ 4,900 $ (10,975) $ 12,564 Liabilities and Equity Current Liabilities Short-term debt $ 25 $ ― $ 25 $ ― $ 50 Accounts payable 2,355 161 221 (2,282) 455 Compensation and benefits 134 79 45 ― 258 Other accrued items 241 161 72 ― 474 Advance payments and unearned income 149 177 95 ― 421 Income taxes payable 43 8 19 ― 70 Current deferred income taxes ― ― 1 ― 1 Deferred compensation plan liabilities 12 ― ― ― 12 Current portion of long-term debt 130 ― ― ― 130 Total current liabilities 3,089 586 478 (2,282) 1,871 Non-current Liabilities Defined benefit plans ― 1,841 35 ― 1,876 Long-term debt 4,179 698 24 ― 4,901 Long-term contract liability 67 ― ― ― 67 Non-current deferred income taxes ― ― 125 (111) 14 Other long-term liabilities 210 124 91 (53) 372 Total non-current liabilities 4,456 2,663 275 (164) 7,230 Equity Shareholders’ Equity: Common stock 124 ― ― ― 124 Other capital 3,796 4,283 2,307 (8,342) 2,044 Retained earnings (117) 36 1,934 (511) 1,342 Accumulated other comprehensive loss (340) 63 (95) 324 (48) Total shareholders’ equity 3,463 4,382 4,146 (8,529) 3,462 Noncontrolling interests ― ― 1 ― 1 Total equity 3,463 4,382 4,147 (8,529) 3,463 $ 11,008 $ 7,631 $ 4,900 $ (10,975) $ 12,564 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Quarter Ended October 2, 2015 Harris Exelis Non-Guarantor Consolidating Consolidated Parent Co. Parent Co. Subsidiaries Adjustments Total (In millions) Net cash provided by (used in) operating activities $ 177 $ 1 $ (114) $ ― $ 64 Investing Activities Intercompany loans (61) ― 5 56 ― Additions of property, plant and equipment (15) (6) (5) ― (26) Proceeds from sale of property, plant and equipment 2 ― ― ― 2 Net cash provided by (used in) investing activities (74) (6) ― 56 (24) Financing Activities Intercompany loans (5) ― 61 (56) ― Proceeds from borrowings 25 ― 16 ― 41 Repayments of borrowings (150) ― (23) ― (173) Proceeds from exercises of employee stock options 19 ― ― ― 19 Cash dividends (64) ― ― ― (64) Other financing activities (15) ― ― ― (15) Net cash provided by (used in) financing activities (190) ― 54 (56) (192) Effect of exchange rate changes on cash and cash equivalents ― ― (9) ― (9) Net decrease in cash and cash equivalents (87) (5) (69) ― (161) Cash and cash equivalents, beginning of year 151 54 276 ― 481 Cash and cash equivalents, end of quarter $ 64 $ 49 $ 207 $ ― $ 320 | CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (Unaudited) Quarter Ended September 26, 2014 Harris Non-Guarantor Consolidating Consolidated Parent Co. Subsidiaries Adjustments Total (In millions) Revenue from product sales and services $ 827 $ 328 $ ― $ 1,155 Cost of product sales and services (524) (238) ― (762) Engineering, selling and administrative expenses (157) (38) ― (195) Intercompany income (expense), net (8) 8 ― ― Non-operating income (loss) 13 (13) ― ― Interest income ― 1 ― 1 Interest expense (23) ― ― (23) Income before income taxes 128 48 ― 176 Income taxes (36) (15) ― (51) Equity in earnings of subsidiaries, net of income taxes 33 ― (33) ― Net income 125 33 (33) 125 Other comprehensive loss, net of income taxes (37) (17) 33 (21) Total comprehensive income $ 88 $ 16 $ ― $ 104 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Unaudited) Quarter Ended September 26, 2014 Harris Non-Guarantor Consolidating Consolidated Parent Co. Subsidiaries Adjustments Total (In millions) Net cash provided by (used in) operating activities $ 212 $ (132) $ ― $ 80 Investing Activities Intercompany loans (35) 93 (58) ― Additions of property, plant and equipment (31) (10) ― (41) Proceeds from sale of Cyber Integration Center 7 ― ― 7 Net cash provided by (used in) investing activities (59) 83 (58) (34) Financing Activities Intercompany loans (93) 35 58 ― Proceeds from borrowings ― 3 ― 3 Repayments of borrowings ― (9) ― (9) Proceeds from exercises of employee stock options 18 ― ― 18 Repurchases of common stock (100) ― ― (100) Cash dividends (50) ― ― (50) Other financing activities (12) ― ― (12) Net cash provided by (used in) financing activities (237) 29 58 (150) Effect of exchange rate changes on cash and cash equivalents ― (8) ― (8) Net decrease in cash and cash equivalents (84) (28) ― (112) Cash and cash equivalents, beginning of year 252 309 ― 561 Cash and cash equivalents, end of quarter $ 168 $ 281 $ ― $ 449 | CONDENSED CONSOLIDATING BALANCE SHEET Fiscal Year Ended July 3, 2015 Harris Exelis Non-Guarantor Consolidating Consolidated Parent Co. Parent Co. Subsidiaries Adjustments Total (In millions) Assets Current Assets Cash and cash equivalents $ 151 $ 54 $ 276 $ ― $ 481 Receivables 623 333 2,430 (2,218) 1,168 Inventories 478 272 265 ― 1,015 Income taxes receivable 17 65 5 ― 87 Current deferred income taxes 108 202 31 ― 341 Deferred compensation plan investments 12 255 ― ― 267 Other current assets 39 68 58 ― 165 Total current assets 1,428 1,249 3,065 (2,218) 3,524 Non-current Assets Property, plant and equipment 549 375 241 ― 1,165 Goodwill 462 4,693 1,193 ― 6,348 Other intangible assets 31 1,282 462 ― 1,775 Non-current deferred income taxes 95 179 ― (111) 163 Investment in subsidiaries 8,249 2 ― (8,251) ― Other non-current assets 110 10 34 ― 154 Total non-current assets 9,496 6,541 1,930 (8,362) 9,605 $ 10,924 $ 7,790 $ 4,995 $ (10,580) $ 13,129 Liabilities and Equity Current Liabilities Short-term debt $ ― $ ― $ 33 $ ― $ 33 Accounts payable 2,201 290 308 (2,218) 581 Compensation and benefits 128 70 57 ― 255 Other accrued items 246 226 46 ― 518 Advance payments and unearned income 149 187 97 ― 433 Income taxes payable 27 19 11 ― 57 Current deferred income taxes ― ― 7 ― 7 Deferred compensation plan liabilities 12 255 ― ― 267 Current portion of long-term debt 130 ― ― ― 130 Total current liabilities 2,893 1,047 559 (2,218) 2,281 Non-current Liabilities Defined benefit plans ― 1,923 20 ― 1,943 Long-term debt 4,328 701 24 ― 5,053 Long-term contract liability 71 ― ― ― 71 Non-current deferred income taxes ― ― 118 (111) 7 Other long-term liabilities 235 38 99 ― 372 Total non-current liabilities 4,634 2,662 261 (111) 7,446 Equity Shareholders’ Equity: Common stock 124 ― ― ― 124 Other capital 3,731 4,023 2,342 (8,065) 2,031 Retained earnings (202) (20) 1,898 (418) 1,258 Accumulated other comprehensive loss (256) 78 (70) 232 (16) Total shareholders’ equity 3,397 4,081 4,170 (8,251) 3,397 Noncontrolling interests ― ― 5 ― 5 Total equity 3,397 4,081 4,175 (8,251) 3,402 $ 10,924 $ 7,790 $ 4,995 $ (10,580) $ 13,129 Note : The above table reflects the correction of classification errors of $ 194 million in goodwill between Harris Parent Co. and Non-Guarantor Subsidiaries , $ 126 million in accounts payable between Exelis Parent Co. and Non-Guarantor Subsidiaries and $ 25 million in income taxes payable between Harris Parent Co. and Exelis Parent C o . , in each case in the Consolidated Balance Sheet for the fiscal year ended July 3, 2015 in Note 26: “Condensed Consolidating Financial Statements” in our Notes to Consolidated Financial Statements in our Fiscal 2015 Form 10-K. The errors impacted the “Goodwill , ” “Accounts payable,” “Income taxes payable,” “Investment in subsidiaries” and “Other capital” line items. The error s and correction s did not impact amounts in the Consolidated Total column for any line items or the Company's consolidated financial results . |