UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

  R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 001-16445   

 

Rockwell Collins, Inc .
(Exact name of registrant as specified in its charter)

Delaware
52-2314475
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
 
 
400 Collins Road NE
 
Cedar Rapids, Iowa
52498
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (319) 295-1000

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer R
 
Accelerated filer £
Non-accelerated filer   £
(Do not check if a smaller reporting company)
Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No  R

142,151,645 shares of the registrant's Common Stock were outstanding on July 19, 2012.

 



ROCKWELL COLLINS, INC.

INDEX

 
 
 
Page No.
 
 
 
 
PART I.
FINANCIAL INFORMATION:
 
 
 
 
 
 
Item 1.
Condensed Consolidated Financial Statements:
 
 
 
 
 
 
 
Condensed Consolidated Statement of Financial Position (Unaudited) — June 30, 2012 and September 30, 2011
 
 
 
 
 
 
Condensed Consolidated Statement of Operations (Unaudited) — Three and Nine Months Ended June 30, 2012 and 2011
 
 
 
 
 
 
Condensed Consolidated Statement of Cash Flows (Unaudited) — Nine Months Ended June 30, 2012 and 2011
 
 
 
 
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
 
 
 
 
Item 4.
Controls and Procedures
 
 
 
 
PART II.
OTHER INFORMATION:
 
 
 
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
 
 
Item 6.
Exhibits
 
 
 
 
Signatures
 
 




i



PART I.
FINANCIAL INFORMATION

Item 1.
Condensed Consolidated Financial Statements

ROCKWELL COLLINS, INC.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited)
(in millions, except per share amounts)
 
June 30,
2012
 
September 30,
2011
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
265

 
$
530

Receivables, net
967

 
969

Inventories, net
1,353

 
1,195

Current deferred income taxes
68

 
106

Other current assets
100

 
89

Total current assets
2,753

 
2,889

 
 
 
 
Property
750

 
754

Goodwill
775

 
780

Intangible Assets
293

 
308

Long-term Deferred Income Taxes
355

 
448

Other Assets
222

 
210

TOTAL ASSETS
$
5,148

 
$
5,389

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Current Liabilities:
 

 
 

Short-term debt
$
201

 
$

Accounts payable
400

 
485

Compensation and benefits
229

 
324

Advance payments from customers
274

 
269

Accrued customer incentives
155

 
128

Product warranty costs
125

 
148

Other current liabilities
101

 
141

Total current liabilities
1,485

 
1,495

 
 
 
 
Long-term Debt, Net
778

 
528

Retirement Benefits
1,461

 
1,633

Other Liabilities
146

 
205

 
 
 
 
Equity:
 

 
 

Common stock ($0.01 par value; shares authorized: 1,000; shares issued: 183.8)
2

 
2

Additional paid-in capital
1,453

 
1,437

Retained earnings
3,609

 
3,288

Accumulated other comprehensive loss
(1,478
)
 
(1,497
)
Common stock in treasury, at cost (shares held: June 30, 2012, 41.7; September
30, 2011, 30.5)
(2,313
)
 
(1,707
)
Total shareowners’ equity
1,273

 
1,523

Noncontrolling interest
5

 
5

Total equity
1,278

 
1,528

TOTAL LIABILITIES AND EQUITY
$
5,148

 
$
5,389

See Notes to Condensed Consolidated Financial Statements.

1



ROCKWELL COLLINS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(in millions, except per share amounts)

 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
 
2012
 
2011
 
2012
 
2011
Sales
$
1,205

 
$
1,190

 
$
3,460

 
$
3,510

 
 
 
 
 
 
 
 
Costs, expenses and other:
 
 
 
 
 

 
 

Cost of sales
846

 
833

 
2,430

 
2,488

Selling, general and administrative expenses
132

 
131

 
393

 
391

Interest expense
7

 
5

 
20

 
14

Other income, net
(10
)
 
(6
)
 
(20
)
 
(19
)
Total costs, expenses and other
975

 
963

 
2,823

 
2,874

 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
230

 
227

 
637

 
636

Income tax expense
64

 
70

 
180

 
179

Income from continuing operations
166

 
157

 
457

 
457

 
 
 
 
 
 
 
 
Income from discontinued operations, net of taxes

 
1

 

 
2

 
 
 
 
 
 
 
 
Net income
$
166

 
$
158

 
$
457

 
$
459

 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 

 
 

Basic
 
 
 
 
 
 
 
Continuing operations
$
1.16

 
$
1.02

 
$
3.12

 
$
2.96

Discontinued operations

 
0.01

 

 
0.01

Basic earnings per share
$
1.16

 
$
1.03

 
$
3.12

 
$
2.97

 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
Continuing operations
$
1.14

 
$
1.01

 
$
3.09

 
$
2.92

Discontinued operations

 

 

 
0.01

Diluted earnings per share
$
1.14

 
$
1.01

 
$
3.09

 
$
2.93

 
 
 
 
 
 
 
 
Weighted average common shares:
 
 
 
 
 
 
 
Basic
143.4

 
153.8

 
146.4

 
154.6

Diluted
145.0

 
155.9

 
147.9

 
156.6

 
 
 
 
 
 
 
 
Cash dividends per share
$
0.30

 
$
0.24

 
$
0.78

 
$
0.72


See Notes to Condensed Consolidated Financial Statements.

2



ROCKWELL COLLINS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in millions)
 
Nine Months Ended
 
June 30
 
2012
 
2011
Operating Activities:
 
 
 
Net income
$
457

 
$
459

Adjustments to arrive at cash provided by operating activities:
 
 
 
Depreciation
82

 
78

Amortization of intangible assets
29

 
28

Stock-based compensation expense
19

 
18

Compensation and benefits paid in common stock
53

 
53

Excess tax benefit from stock-based compensation
(7
)
 
(7
)
Deferred income taxes
119

 
68

Pension plan contributions
(120
)
 
(110
)
Changes in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments:
 
 
 
Receivables
3

 
(12
)
Inventories
(200
)
 
(245
)
Accounts payable
(71
)
 
5

Compensation and benefits
(92
)
 
10

Advance payments from customers
12

 
(47
)
Accrued customer incentives
27

 
(5
)
Product warranty costs
(21
)
 
(28
)
Income taxes
(85
)
 
30

Other assets and liabilities
(13
)
 
(49
)
Cash Provided by Operating Activities
192

 
246

 
 
 
 
Investing Activities:
 

 
 

Property additions
(102
)
 
(104
)
Proceeds from the disposition of property
17

 

Acquisition of businesses, net of cash acquired

 
(17
)
Cash provided to customer

 
(237
)
Collection of cash provided to customer

 
237

Proceeds from sale of short-term investments

 
18

Acquisition of intangible assets
(2
)
 
(3
)
Other investing activities
(4
)
 
3

Cash Used for Investing Activities
(91
)
 
(103
)
 
 
 
 
Financing Activities:
 

 
 

Purchases of treasury stock
(710
)
 
(277
)
Cash dividends
(114
)
 
(112
)
Increase in short-term commercial paper borrowings, net
201

 
70

Decrease in short-term borrowings

 
(24
)
Increase in long-term borrowings
247

 

Proceeds from the exercise of stock options
17

 
19

Excess tax benefit from stock-based compensation
7

 
7

Cash Used for Financing Activities
(352
)
 
(317
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
(14
)
 
7

 
 
 
 
Net Change in Cash and Cash Equivalents
(265
)
 
(167
)
Cash and Cash Equivalents at Beginning of Period
530

 
435

Cash and Cash Equivalents at End of Period
$
265

 
$
268


See Notes to Condensed Consolidated Financial Statements.

3



ROCKWELL COLLINS, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
Business Description and Basis of Presentation

Rockwell Collins, Inc. (the Company or Rockwell Collins) designs, produces and supports communications and aviation electronics for commercial and military customers worldwide.

The Company operates on a 52/53 week fiscal year, with quarters ending on the Friday closest to the last day of the calendar quarter. For ease of presentation, June 30 and September 30 are utilized consistently throughout these financial statements and notes to represent the period end date.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended September 30, 2011 .

In the opinion of management, the unaudited financial statements contain all adjustments, consisting of adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the full year.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates and assumptions.

During the second quarter of fiscal 2012, the Company determined that certain product sales had erroneously been presented as service sales in previously issued financial statements. With the correction, service sales are less than ten percent of total sales for all periods presented. Accordingly, service and product sales are no longer separately presented. This change did not impact previously reported total revenues, total cost of sales, or net income, nor did it have any effect on the Company's financial position or cash flows for any prior periods.

As discussed in Note 4, Discontinued Operations, the Company's Rollmet product line, formerly included within the Commercial Systems segment, was divested in 2011 and has been accounted for as a discontinued operation for all periods presented. Unless otherwise noted, disclosures pertain to the Company's continuing operations.

2.
Recently Issued Accounting Standards

In June 2011, the FASB amended requirements for the presentation of other comprehensive income (OCI), requiring presentation of comprehensive income in either a single, continuous statement of comprehensive income or on separate but consecutive statements, the statement of operations and the statement of OCI. The amendment is effective for the Company at the beginning of fiscal year 2013 with early adoption permitted. The adoption of this guidance will not impact the Company's financial position, results of operations or cash flows and will only impact the presentation of OCI on the financial statements.

In May 2011, the FASB amended the guidance regarding fair value measurement and disclosure. The amended guidance clarifies the application of existing fair value measurement and disclosure requirements. The amendment became effective for the company in the second quarter of 2012 with no significant impact to the Company's financial statements.


4


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


3.
Acquisitions

Computing Technologies for Aviation, Inc.
On January 10, 2011, the Company acquired all the shares of Computing Technologies for Aviation, Inc. (CTA). CTA, with headquarters located in Charlottesville, Virginia, is a leading provider of flight operations management solutions for corporate flight departments and other aviation customers. The purchase price, net of cash acquired, was $ 11 million. In the fourth quarter of 2011, the purchase price allocation was finalized with $ 10 million allocated to goodwill and $ 3 million to finite-lived intangible assets with a weighted average life of approximately 9 years. The excess purchase price over net assets acquired reflects the Company’s view that this acquisition will broaden the Company’s flight information solutions capabilities. None of the goodwill resulting from the acquisition is tax deductible. The goodwill is included within the Commercial Systems segment.

Blue Ridge Simulation, Inc.
On December 20, 2010, the Company acquired all the shares of Blue Ridge Simulation, Inc. (Blue Ridge Simulation). Blue Ridge Simulation, with headquarters located in Leesburg, Virginia, is a leading supplier of high-performance sensor simulation for U.S. Department of Defense, commercial and international training applications. The purchase price, net of cash acquired, was $ 6 million. In the first quarter of 2012, the purchase price allocation was finalized with $ 6 million allocated to goodwill and $ 1 million to finite-lived intangible assets with a weighted average life of approximately 9 years. The excess purchase price over net assets acquired reflects the Company’s view that this acquisition will enhance the Company’s integrated training solutions. All goodwill resulting from the acquisition is tax deductible. The goodwill is included within the Government Systems segment.

Pro-forma results for the three and nine months ended June 30, 2012 , assuming the acquisitions were made at the beginning of the year, are not presented as the pro-forma information would not be materially different from the consolidated reported results.

4.
Discontinued Operations

On July 22, 2011, the Company sold its Rollmet product line. The sale price, net of a post-closing adjustment based on the final closing balance sheet, was $41 million . The Rollmet business provides seamless alloy and stainless steel pipes and propulsion system components for the energy, petrochemical and defense industries. The Company divested this non-core business to focus on its primary business strategies. Rollmet's operating results are included in discontinued operations in the Company's Condensed Consolidated Statement of Operations for all periods presented.
Results of discontinued operations are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Sales
$

 
$
6

 
$

 
$
19

Income from discontinued operations before income taxes

 
1

 

 
4



5


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


5.
Receivables, Net

Receivables, net are summarized as follows:
 
 
 
 
 
 
 
(in millions)
June 30,
2012
 
September 30,
2011
Billed
$
736

 
$
718

Unbilled
438

 
404

Less progress payments
(193
)
 
(143
)
Total
981

 
979

Less allowance for doubtful accounts
(14
)
 
(10
)
Receivables, net
$
967

 
$
969


Receivables expected to be collected beyond the next twelve months are classified as long-term and are included within Other Assets. Total net receivables due from the U.S. Government, including the Department of Defense and state and local agencies, both directly and indirectly through subcontracts, were $ 277 million at June 30, 2012 and $ 388 million at September 30, 2011 . U.S. Government unbilled receivables, net of progress payments, were $ 87 million and $ 136 million at June 30, 2012 and September 30, 2011 , respectively.

Unbilled receivables principally represent sales recorded under the percentage-of-completion method of accounting that have not been billed to customers in accordance with applicable contract terms.

The Company is exposed to a concentration of collection risk on credit extended to certain customers who have filed for Chapter 11 bankruptcy protection, including certain commercial airline customers and Hawker Beechcraft, Inc. (HBC), a business jet manufacturing customer who filed for Chapter 11 bankruptcy protection on May 3, 2012. As of June 30, 2012, total pre-petition accounts receivable due from these financially troubled customers were approximately $38 million , of which $31 million was attributable to HBC. It is reasonably possible that losses related to the pre-petition receivables may occur in the range of $6 million to $35 million . During the nine months ended June 30, 2012, the Company recorded bad debt reserves of $6 million related to these receivable balances. The bad debt charge is included within selling, general, and administrative expenses on the Condensed Consolidated Statement of Operations, with approximately $5 million related to the Company's Commercial Systems segment and the remaining $1 million related to the Government Systems segment.

6.
Inventories, Net

Inventories, net are summarized as follows:
 
 
 
 
 
 
 
(in millions)
June 30,
2012
 
September 30,
2011
Finished goods
$
201

 
$
180

Work in process
270

 
265

Raw materials, parts and supplies
357

 
340

Less progress payments
(9
)
 
(36
)
Total
819

 
749

Pre-production engineering costs
534

 
446

Inventories, net
$
1,353

 
$
1,195


The Company defers certain pre-production engineering costs during the development phase of a program in connection with long-term supply arrangements that contain contractual guarantees for reimbursement from customers. Such customer guarantees generally take the form of a minimum order quantity with quantified reimbursement amounts if the minimum order quantity is not taken by the customer. These costs are deferred to the extent of the contractual guarantees and are amortized over their estimated useful lives using a units-of-delivery method, up to 15 years. This amortization expense is included as a component of cost of sales. Amortization is based on the Company’s expectation of delivery rates on a program-by-program basis and begins when the Company starts recognizing revenue as the Company delivers equipment for the program. The estimated useful life is limited to the amount of time the Company is virtually assured to earn revenues through a contractually enforceable right included in long-term supply arrangements with the Company’s customers. Pre-production engineering costs incurred pursuant to supply arrangements that do not contain customer guarantees for reimbursement are expensed as incurred.

Anticipated annual amortization expense for pre-production engineering costs is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
2012
 
2013
 
2014
 
2015
 
2016
 
Thereafter
Anticipated amortization expense
$
19

 
$
27

 
$
36

 
$
50

 
$
58

 
$
356


Amortization expense for pre-production engineering costs for the three and nine months ended June 30, 2012 was $6 million and $13 million , respectively, compared with $5 million and $10 million for the three and nine months ended June 30, 2011 . As of June 30, 2012 , the weighted average amortization period remaining for pre-production engineering costs included in Inventories, net was approximately 9 years.

7.
Property

Property is summarized as follows:
 
 
 
 
 
 
 
(in millions)
June 30,
2012
 
September 30,
2011
Land
$
9

 
$
14

Buildings and improvements
372

 
372

Machinery and equipment
1,021

 
1,002

Information systems software and hardware
313

 
310

Furniture and fixtures
65

 
66

Construction in progress
96

 
89

Total
1,876

 
1,853

Less accumulated depreciation
(1,126
)
 
(1,099
)
Property
$
750

 
$
754


As of September 30, 2011, Land and Buildings and improvements included $8 million associated with the carrying value of the vacated Irvine, California facility. In June 2012, the Company sold the Irvine facility and realized a gain of $5 million , which is included in Other income, net on the Condensed Consolidated Statement of Operations.


6


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


8.
Goodwill and Intangible Assets

Changes in the carrying amount of goodwill are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
(in millions)
Government
Systems
 
Commercial
Systems
 
Total
Balance at September 30, 2011
$
514

 
$
266

 
$
780

Foreign currency translation adjustments
(5
)
 

 
(5
)
Balance at June 30, 2012
$
509

 
$
266

 
$
775


The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets during the second quarter of each fiscal year, or at any time there is an indication of potential impairment. The Company's 2012 and 2011 impairment tests resulted in no impairment.

Intangible assets are summarized as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2012
 
September 30, 2011
(in millions)
Gross
 
Accum
Amort
 
Net
 
Gross
 
Accum
Amort
 
Net
Intangible assets with finite lives:
 
 
 
 
 
 
 
 
 
 
 
Developed technology and patents
$
220

 
$
(155
)
 
$
65

 
$
219

 
$
(140
)
 
$
79

Customer relationships:
 

 
 
 
 
 
 
 
 
 
 
Acquired
90

 
(53
)
 
37

 
90

 
(48
)
 
42

Up-front sales incentive assets
203

 
(24
)
 
179

 
190

 
(17
)
 
173

License agreements
18

 
(10
)
 
8

 
18

 
(9
)
 
9

Trademarks and tradenames
15

 
(13
)
 
2

 
15

 
(12
)
 
3

Intangible assets with indefinite lives:
 

 
 
 
 
 
 
 
 
 
 
Trademarks and tradenames
2

 

 
2

 
2

 

 
2

Intangible assets
$
548

 
$
(255
)
 
$
293

 
$
534

 
$
(226
)
 
$
308


Rockwell Collins provides up-front sales incentives prior to delivering products or performing services to certain commercial customers in connection with sales contracts. Up-front sales incentives are recorded as a Customer relationship intangible asset and are amortized using a units-of-delivery method over the period the Company has received a contractually enforceable right related to the incentives, up to 15 years. Amortization is based on the Company’s expectation of delivery rates on a program-by-program basis. Amortization begins when the Company starts recognizing revenue as the Company delivers equipment for the program. Up-front sales incentives consisting of cash payments or customer account credits are amortized as a reduction of sales, whereas incentives consisting of free products are amortized as cost of sales. As of June 30, 2012 , the weighted average amortization period remaining for up-front sales incentives was approximately 9 years.

Anticipated annual amortization expense for intangible assets is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)
2012
 
2013
 
2014
 
2015
 
2016
 
Thereafter
Anticipated amortization expense for up-front sales incentives
$
10

 
$
11

 
$
16

 
$
22

 
$
27

 
$
100

Anticipated amortization expense for all other intangible assets
30

 
22

 
20

 
16

 
12

 
34

Total
$
40

 
$
33

 
$
36

 
$
38

 
$
39

 
$
134


Amortization expense for intangible assets for the three and nine months ended June 30, 2012 was $10 million and $29 million , respectively, compared to $9 million and $28 million for the three and nine months ended June 30, 2011 .

The Company reviews Intangible Assets for impairment at least annually, or whenever potential indicators of impairment exist. As of June 30, 2012, Intangible Assets include $14 million of up-front sales incentives related to Hawker Beechcraft, Inc. The Company currently estimates this balance is recoverable.

9.
Other Assets
 
Other assets are summarized as follows:
 
 
 
 
 
 
 
(in millions)
June 30,
2012
 
September 30,
2011
Long-term receivables
$
29

 
$
32

Investments in equity affiliates
16

 
11

Exchange and rental assets (net of accumulated depreciation of $101 at June 30, 2012 and $104 at September 30, 2011)
62

 
57

Other
115

 
110

Other assets
$
222

 
$
210


Investments in Equity Affiliates
Investments in equity affiliates primarily consist of four joint ventures. Each joint venture is 50 percent owned by the Company and accounted for under the equity method. Under the equity method of accounting for investments, the Company’s proportionate share of the earnings or losses of its equity affiliates are included in Net income and classified as Other income, net in the Condensed Consolidated Statement of Operations. For segment performance reporting purposes, Rockwell Collins’ share of earnings or losses of equity affiliates are included in the operating results of the Government Systems segment.

In the normal course of business or pursuant to the underlying joint venture agreements, the Company may sell products or services to equity affiliates. The Company defers a portion of the profit generated from these sales equal to its ownership interest in the equity affiliates until the underlying product is ultimately sold to an unrelated third party. Sales to equity affiliates were $ 38 million and $100 million for the three and nine months ended June 30, 2012 , respectively, and $ 21 million and $71 million for the three and nine months ended June 30, 2011 , respectively. The deferred portion of profit generated from sales to equity affiliates was $ 2 million at June 30, 2012 and $ 2 million at September 30, 2011 .

Exchange and Rental Assets
Exchange and rental assets consist primarily of Company products that are either loaned or rented to customers on a short-term basis in connection with warranty and other service related activities or under operating leases. These assets are recorded at acquisition or production cost and depreciated using the straight-line method over their estimated lives up to 15  years. Depreciation expense for exchange and rental assets was $2 million and $7 million for the three and nine months ended June 30, 2012 , respectively, and $1 million and $8 million for the three and nine months ended June 30, 2011 , respectively.


7


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


10.
Debt

Short-term Debt
Under the Company’s commercial paper program, the Company may sell up to $850 million face amount of unsecured short-term promissory notes in the commercial paper market. The commercial paper notes may bear interest or may be sold at a discount, and have a maturity of not more than 364 days from the time of issuance. At June 30, 2012 , short-term commercial paper borrowings outstanding were $201 million with a weighted-average interest rate and maturity period of 0.17 percent and 7 days, respectively. At September 30, 2011 , there were no outstanding short-term commercial paper borrowings.

Revolving Credit Facilities
On May 26, 2011, the Company entered into an $850 million five-year unsecured revolving credit facility with various banks. The credit facility includes one financial covenant requiring the Company to maintain a consolidated debt to total capitalization ratio of not greater than 60 percent . The ratio excludes the accumulated other comprehensive loss equity impact related to defined benefit retirement plans. The ratio was 26 percent as of June 30, 2012 . The credit facility includes options to extend the term for up to two one-year periods and/or increase the aggregate principal amount up to $1.2 billion . These options are subject to the approval of the lenders. The credit facility also contains covenants that require the Company to satisfy certain conditions in order to incur debt secured by liens, engage in sale/leaseback transactions or merge or consolidate with another entity. Borrowings under this credit facility bear interest at the London Interbank Offered Rate (LIBOR) plus a variable margin based on the Company’s unsecured long-term debt rating or, at the Company’s option, rates determined by competitive bid. At June 30, 2012 and September 30, 2011 , there were no outstanding borrowings under the revolving credit facility.

In addition, short-term credit facilities available to non-U.S. subsidiaries amounted to $53 million as of June 30, 2012 , of which $21 million supports commitments in the form of commercial letters of credit. As of June 30, 2012 and September 30, 2011 , there were no short-term borrowings outstanding under the Company’s non-U.S. subsidiaries’ credit facilities.

At June 30, 2012 and September 30, 2011 , there were no significant commitment fees or compensating balance requirements under any of the Company’s credit facilities.

Long-term Debt
On November 16, 2011, the Company issued $250 million of 3.10 percent fixed rate unsecured debt due November 15, 2021 (the 2021 Notes). The net proceeds to the Company from the sale of the 2021 Notes, after deducting a $1 million discount and $2 million of debt issuance costs, were $247 million .

On May 6, 2009, the Company issued $300 million of 5.25 percent fixed rate unsecured debt due July 15, 2019 (the 2019 Notes). In January 2010, the Company entered into interest rate swap contracts which effectively converted $150 million of the 2019 Notes to floating rate debt based on six-month LIBOR plus 1.235 percent . See Notes 16 and 17 for additional information relating to the interest rate swap contracts.

On November 20, 2003, the Company issued $200 million of 4.75 percent fixed rate unsecured debt due
December 1, 2013 (the 2013 Notes). At the time of the debt issuance, the Company entered into interest rate swap contracts which effectively converted $100 million of the 2013 Notes to floating rate debt based on six-month LIBOR less 0.075 percent . See Notes 16 and 17 for additional information relating to the interest rate swap contracts.

The 2021, 2019 and 2013 Notes are included in the Condensed Consolidated Statement of Financial Position net of any unamortized discount within the caption Long-term Debt, Net. The debt issuance costs are capitalized within Other Assets on the Condensed Consolidated Statement of Financial Position. The debt issuance costs and any discounts are amortized over the life of the debt and recorded in Interest expense.

The 2021, 2019 and 2013 Notes each contain covenants that require the Company to satisfy certain conditions in order to incur debt secured by liens, engage in sales/leaseback transactions, merge or consolidate with another entity or transfer substantially all of the Company’s assets. The Company was in compliance with all debt covenants at June 30, 2012 and September 30, 2011 .

8


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


 
Long-term debt and a reconciliation to the carrying amount is summarized as follows:
 
 
 
 
 
 
(in millions)
June 30,
2012
 
September 30,
2011
Principal amount of 2021 Notes, net of discount
$
249

 
$

Principal amount of 2019 Notes, net of discount
299

 
299

Principal amount of 2013 Notes
200

 
200

Fair value swap adjustment (Notes 16 and 17)
30

 
29

Long-term Debt, Net
$
778

 
$
528


Interest paid on debt for the nine months ended June 30, 2012 and 2011 was $16 million and $12 million , respectively.

11.
Retirement Benefits

The Company sponsors defined benefit pension (Pension Benefits) and other postretirement (Other Retirement Benefits) plans which provide monthly pension and other benefits to eligible employees upon retirement.

Pension Benefits
The components of expense (income) for Pension Benefits for the three and nine months ended June 30, 2012 and 2011 are as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Service cost
$
1

 
$
1

 
$
5

 
$
5

Interest cost
38

 
40

 
115

 
119

Expected return on plan assets
(53
)
 
(53
)
 
(160
)
 
(159
)
Amortization:
 
 
 
 
 

 
 

Prior service credit
(4
)
 
(5
)
 
(13
)
 
(14
)
Net actuarial loss
14

 
12

 
43

 
36

Net benefit income
$
(4
)
 
$
(5
)
 
$
(10
)
 
$
(13
)

Other Retirement Benefits
The components of expense (income) for Other Retirement Benefits for the three and nine months ended June 30, 2012 and 2011 are as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Service cost
$
1

 
$
1

 
$
3

 
$
3

Interest cost
3

 
4

 
8

 
9

Expected return on plan assets

 
(1
)
 

 
(1
)
Amortization:
 
 
 
 
 
 
 

Prior service credit
(2
)
 
(4
)
 
(5
)
 
(12
)
Net actuarial loss
3

 
3

 
8

 
9

Net benefit expense
$
5

 
$
3

 
$
14

 
$
8


9


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Pension Plan Funding
The Company’s objective with respect to the funding of its pension plans is to provide adequate assets for the payment of future benefits. Pursuant to this objective, the Company will fund its pension plans as required by governmental regulations and may consider discretionary contributions as conditions warrant. During the nine months ended June 30, 2012, the company made $110 million of contributions to its U.S. qualified pension plan, of which $47 million related to calendar year 2011 statutory funding requirements and $63 million related to calendar year 2012 statutory funding requirements. In July 2012, subsequent to the Company's third quarter, the Company made a $3 million contribution to its U.S. qualified plan related to calendar year 2012 statutory funding requirements. The combined value of these contributions satisfies the minimum statutory funding requirement for full fiscal year 2012. Contributions to the non-U.S. plans and the U.S. non-qualified plan are anticipated to total $13 million in 2012 . For the nine months ended June 30, 2012 and 2011 , the Company made contributions to the non-U.S. plans and the U.S. non-qualified pension plan of $10 million and $10 million , respectively.

12.
Stock-Based Compensation and Earnings Per Share
Stock-based compensation expense and related income tax benefit included within the Condensed Consolidated Statement of Operations is as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Stock-based compensation expense included in:
 
 
 
 
 
 
 
Cost of sales
$
2

 
$
3

 
$
6

 
$
6

Selling, general and administrative expenses
4

 
3

 
13

 
12

Total
$
6

 
$
6

 
$
19

 
$
18

Income tax benefit
$
3

 
$
2

 
$
7

 
$
6


The Company issued awards of equity instruments under the Company's various incentive plans for the nine months ended June 30, 2012 and 2011 as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
Options
 
Performance
Shares
 
Restricted
Stock Units
(shares in thousands)
Number
Issued
 
Weighted
Average
Fair Value
 
Number
Issued
 
Weighted
Average
Fair Value
 
Number
Issued
 
Weighted
Average
Fair Value
Nine months ended June 30, 2012
758.6

 
$
13.90

 
191.5

 
$
55.04

 
84.2

 
$
55.64

Nine months ended June 30, 2011
760.8

 
$
14.78

 
200.6

 
$
55.96

 
78.3

 
$
57.82


The maximum number of shares of common stock that can be issued in respect of performance shares granted in 2012 based on the achievement of performance targets for fiscal years 2012 through 2014 is approximately 456,000 .

 
The fair value of each option granted by the Company was estimated using a binomial lattice pricing model and the following weighted-average assumptions:
 
 
 
 
 
2012
Grants
 
2011
Grants
Risk-free interest rate
0.3% - 2.2%

 
0.3% - 3.9%

Expected dividend yield
1.6
%
 
1.7
%
Expected volatility
27.0
%
 
27.0
%
Expected life
8 years

 
8 years


Employee Benefits Paid in Company Stock
During the nine months ended June 30, 2012 and 2011 , 1.0 million and 0.9 million shares, respectively, of Company common stock were issued to employees under the Company’s employee stock purchase and defined contribution savings plans at a value of $53 million and $53 million for the respective periods.

Earnings Per Share and Diluted Share Equivalents
The computation of basic and diluted earnings per share is as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions, except per share amounts)
2012
 
2011
 
2012
 
2011
Numerator for basic and diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
166

 
$
157

 
$
457

 
$
457

Income from discontinued operations, net of taxes

 
1

 

 
2

Net income
$
166

 
$
158

 
$
457

 
$
459

Denominator:
 
 
 
 
 

 
 

Denominator for basic earnings per share – weighted average common shares
143.4

 
153.8

 
146.4

 
154.6

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options
1.1

 
1.5

 
1.1

 
1.5

Performance shares, restricted stock and restricted stock units
0.5

 
0.6

 
0.4

 
0.5

Dilutive potential common shares
1.6

 
2.1

 
1.5

 
2.0

Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion
145.0

 
155.9

 
147.9

 
156.6

Earnings per share:
 
 
 
 
 

 
 

Basic
 
 
 
 
 
 
 
Continuing operations
$
1.16

 
$
1.02

 
$
3.12

 
$
2.96

Discontinued operations

 
0.01

 

 
0.01

Basic earnings per share
$
1.16

 
$
1.03

 
$
3.12

 
$
2.97

Diluted
 
 
 
 
 
 
 
Continuing operations
$
1.14

 
$
1.01

 
$
3.09

 
$
2.92

Discontinued operations

 

 

 
0.01

Diluted earnings per share
$
1.14

 
$
1.01

 
$
3.09

 
$
2.93


The average outstanding diluted shares calculation excludes options with an exercise price that exceeds the average market price of shares during the period. Stock options excluded from the average outstanding diluted shares calculation were 2.9 million and 0.3 million for the three months ended June 30, 2012 and 2011 , respectively, and 1.4 million and 0.4 million for the nine months ended June 30, 2012 and 2011 , respectively.

Earnings per share amounts are computed independently each quarter. As a result, the sum of each quarter's per share amount may not equal the total per share amount for the respective year-to-date period.

13.
Comprehensive Income
Comprehensive income, net of tax, consists of the following:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Net income
$
166

 
$
158

 
$
457

 
$
459

Unrealized foreign currency translation adjustment
(11
)
 
(3
)
 
(4
)
 
6

Foreign currency cash flow hedge adjustment, net of tax
2

 

 
2

 
2

Amortization of defined benefit plan costs, net of tax
7

 
4

 
21

 
12

Comprehensive income
$
164

 
$
159

 
$
476

 
$
479


The Company has one consolidated subsidiary with income attributable to a noncontrolling interest. The net income and comprehensive income attributable to the noncontrolling interest is insignificant.

14.
Other Income, Net
Other income, net consists of the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 30
 
June 30
(in millions)
 
2012
 
2011
 
2012
 
2011
Earnings from equity affiliates
 
2

 
3

 
8

 
9

Gain on sale of property
 
5

 

 
5

 

Royalty income
 
2

 

 
3

 
1

Interest income
 
1

 
2

 
2

 
4

Other
 

 
1

 
2

 
5

Other income, net
 
$
10

 
$
6

 
$
20

 
$
19


15.
Income Taxes

At the end of each interim reporting period, the Company makes an estimate of the annual effective income tax rate. Tax items included in the annual effective income tax rate are pro-rated for the full year and tax items discrete to a specific quarter are included in the effective income tax rate for that quarter. The estimate used in providing for income taxes on a year-to-date basis may change in subsequent interim periods. During the three months ended June 30, 2012 and 2011 , the effective income tax rate from continuing operations was 27.8 percent and 30.8 percent , respectively, and for the nine months ended June 30, 2012 , and 2011 , the effective income tax rate was 28.3 percent and 28.1 percent , respectively.

The effective income tax rate from continuing operations for the three months ended June 30, 2012 was lower than the same period of the prior year due to a benefit from the remeasurement of uncertain tax positions related to prior periods of about 4 percentage points, partially offset by the unfavorable impact of the expiration of the Federal R&D Tax Credit.


10


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


The effective income tax rate from continuing operations for the nine months ended June 30, 2012 was comparable to the same period of the prior year as the unfavorable impact of the expired Federal R&D Tax Credit was mostly offset by the current year benefits from the remeasurement of uncertain tax positions and the favorable impact of the Internal Revenue Service (IRS) completing its examination of the taxable years ending September 30, 2008 and 2009 .

The Company's U.S. Federal income tax returns for the tax years ended September 30, 2009 and prior have been audited by the IRS and are closed to further adjustments. The Company is also currently under audit in various U.S. state and non-U.S. jurisdictions, which have statutes of limitations generally ranging from 3 to 5 years. The Company believes it has adequately provided for any tax adjustments that may result from the various audits.

The Company's income tax liability was $0 million as of June 30, 2012 and $29 million as of September 30, 2011 and was recorded within Other current liabilities in the Condensed Consolidated Statement of Financial Position. The Company had net income tax payments of $142 million and $83 million during the nine months ended June 30, 2012 and 2011 , respectively.

The Company had gross unrecognized tax benefits recorded within Other Liabilities in the Condensed Consolidated Statement of Financial Position of $41 million and $100 million as of June 30, 2012 and September 30, 2011 , respectively. The total amounts of unrecognized tax benefits that, if recognized, would affect the effective income tax rate were $24 million and $57 million as of June 30, 2012 and September 30, 2011 , respectively. Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months, a reduction in unrecognized tax benefits may occur of approximately $0 million to $1 million based on the outcome of tax examinations or as a result of the expiration of various statutes of limitations.

The Company includes interest and penalties related to unrecognized tax benefits in income tax expense. The total amount of interest and penalties recognized within Other Liabilities in the Condensed Consolidated Statement of Financial Position was approximately $2 million and $6 million as of June 30, 2012 and September 30, 2011. The total amount of interest and penalties recorded as an expense or (income) within Income tax expense in the Condensed Consolidated Statement of Operations was $(2) million and $1 million for the nine months ended June 30, 2012 and 2011.

16.
Fair Value Measurements

The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The FASB’s guidance classifies the inputs used to measure fair value into the following hierarchy:

Level 1 -
quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 -
quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument
Level 3 -
unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

11


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)




The fair value of the Company's financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and September 30, 2011 are as follows:
 
 
 
June 30, 2012
 
September 30, 2011
(in millions)
Fair Value
Hierarchy
 
Fair Value
Asset (Liability)
 
Fair Value
Asset (Liability)
Deferred compensation plan investments
Level 1
 
$
42

 
$
37

Interest rate swap assets
Level 2
 
30

 
29

Foreign currency forward exchange contract assets
Level 2
 
8

 
8

Foreign currency forward exchange contract liabilities
Level 2
 
(7
)
 
(7
)

There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis and there were no transfers between Levels of the fair value hierarchy during the nine months ended June 30, 2012 or 2011 .

The carrying amounts and fair values of the Company’s financial instruments are as follows:
 
 
Asset (Liability)
 
June 30, 2012
 
September 30, 2011
(in millions)
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash and cash equivalents
$
265

 
$
265

 
$
530

 
$
530

Short-term debt
(201
)
 
(201
)
 

 

Long-term debt
(748
)
 
(825
)
 
(499
)
 
(565
)

The fair value of cash and cash equivalents and short-term debt approximate their carrying value due to the short-term nature of the instruments and these items are within Level 1 of the fair value hierarchy. Fair value information for long-term debt is within Level 2 of the fair value hierarchy and is based on current market interest rates and estimates of current market conditions for instruments with similar terms, maturities and degree of risk. The carrying amount and fair value of long-term debt excludes the interest rate swaps fair value adjustment. These fair value estimates do not necessarily reflect the amounts the Company would realize in a current market exchange.

17.
Derivative Financial Instruments

Interest Rate Swaps
The Company manages its exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt, which over time should moderate the costs of debt financing. When considered necessary, the Company may use financial instruments in the form of interest rate swaps to help meet this objective. In January 2010, the Company entered into two interest rate swap contracts (the 2019 Swaps) which expire on July 15, 2019 and effectively converted $150 million of the 2019 Notes to floating rate debt based on six-month LIBOR plus 1.235 percent . On November 20, 2003, the Company entered into two interest rate swap contracts (the 2013 Swaps) which expire on December 1, 2013 and effectively converted $100 million of the 2013 Notes to floating rate debt based on six-month LIBOR less 0.075 percent .

The Company has designated the 2019 and 2013 Swaps (the Swaps) as fair value hedges. At June 30, 2012 and September 30, 2011 , interest rate swaps were recorded within Other Assets at a fair value of $30 million and $29 million , respectively, offset by a fair value adjustment to Long-term Debt (Note 10) of $30 million and $29 million , respectively. Cash payments or receipts between the Company and the counterparties to the Swaps are recorded as an adjustment to interest expense.


12


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


Foreign Currency Forward Exchange Contracts
The Company transacts business in various foreign currencies which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties and intercompany transactions. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. As of June 30, 2012 and September 30, 2011 , the Company had outstanding foreign currency forward exchange contracts with notional amounts of $408 million and $502 million , respectively. These notional values consist primarily of contracts for the European euro, British pound sterling and Japanese yen, and are stated in U.S. dollar equivalents at spot exchange rates at the respective dates.

Fair Value of Derivative Instruments
Fair values of derivative instruments in the Condensed Consolidated Statement of Financial Position as of June 30, 2012 and September 30, 2011 are as follows:
 
 
 
 
 
 
 
 
 
Asset Derivatives
(in millions)
Classification
 
June 30,
2012
 
September 30,
2011
Foreign currency forward exchange contracts
Other current assets
 
$
8

 
$
8

Interest rate swaps
Other assets
 
30

 
29

Total
 
 
$
38

 
$
37


 
 
 
Liability Derivatives
(in millions)
Classification
 
June 30,
2012
 
September 30,
2011
Foreign currency forward exchange contracts
Other current liabilities
 
$
7

 
$
7


The fair values of derivative instruments are presented on a gross basis as the Company does not have any derivative contracts which are subject to master netting arrangements. As of June 30, 2012 and September 30, 2011 , $0 million and $1 million , respectively, of foreign currency forward exchange contracts, classified within Other current assets, were not designated as hedging instruments.


13


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


 
The effect of derivative instruments on the Condensed Consolidated Statement of Operations for the three and nine months ended June 30, 2012 and 2011 is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount of Gain (Loss)
 
Amount of Gain (Loss)
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
June 30
 
June 30
(in millions)
Location of Gain (Loss)
 
2012
 
2011
 
2012
 
2011
Derivatives Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
Fair Value Hedges
 
 
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
Cost of sales
 
$
(2
)
 
$
2

 
$
(3
)
 
$
3

Interest rate swaps
Interest expense
 
3

 
3

 
7

 
7

 
 
 
 
 
 
 
 
 
 
Cash Flow Hedges
 
 
 
 
 
 
 
 
 
Foreign currency forward exchange contracts:
 
 
 
 
 
 
 
 
 
Amount of gain recognized in AOCL (effective portion, before deferred tax impact)
AOCL
 
$
2

 
$
1

 
$
2

 
$
4

Amount of gain reclassified from AOCL into income
Cost of sales
 

 
2

 

 
1

 
 
 
 
 
 
 
 
 
 
Derivatives not Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
Cost of sales
 
1

 

 
1

 


There was no significant impact to the Company’s earnings related to the ineffective portion of any hedging instruments during the three and nine months ended June 30, 2012 . In addition, there was no significant impact to the Company’s earnings when a hedged firm commitment no longer qualified as a fair value hedge or when a hedged forecasted transaction no longer qualified as a cash flow hedge during the three and nine months ended June 30, 2012 .

The Company did not have any hedges with credit-risk-related contingent features or that required the posting of collateral as of June 30, 2012 . The cash flows from derivative contracts are recorded in operating activities in the Condensed Consolidated Statement of Cash Flows.

Cash flow hedges are designated as fair value hedges once the underlying transaction is recorded on the balance sheet, or approximately 60 days from the maturity date of the hedge. The Company expects to reclassify approximately $1 million of net losses into earnings over the next 12 months. The maximum duration of a foreign currency cash flow hedge contract at June 30, 2012 was 97 months.

18.
Guarantees and Indemnifications

Product warranty costs
Accrued liabilities are recorded to reflect the Company’s contractual obligations relating to warranty commitments to customers. Warranty coverage of various lengths and terms is provided to customers depending on standard offerings and negotiated contractual agreements. An estimate for warranty expense is recorded at the time of sale based on the length of the warranty and historical warranty return rates and repair costs.


14


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


Changes in the carrying amount of accrued product warranty costs are summarized as follows:
 
 
 
 
 
Nine Months Ended
 
June 30
(in millions)
2012
 
2011
Balance at beginning of year
$
148

 
$
183

Warranty costs incurred
(35
)
 
(38
)
Product warranty accrual
32

 
26

Changes in estimates for prior years
(20
)
 
(18
)
Foreign currency translation adjustments

 
2

Balance at June 30
$
125

 
$
155


Guarantees
The Company provides a parent company guarantee related to various obligations of its 50 percent owned joint venture, Quest Flight Training Limited (Quest). The Company has guaranteed, jointly and severally with Quadrant Group plc (Quadrant), the other joint venture partner, the performance of Quest in relation to its contract with the United Kingdom Ministry of Defence (which expires in 2030) and the performance of certain Quest subcontractors (up to $2 million ). In addition, the Company has also pledged equity shares in Quest to guarantee payment by Quest of a loan agreement executed by Quest. In the event of default on this loan agreement, the lending institution can request that the trustee holding such equity shares surrender them to the lending institution in order to satisfy all amounts then outstanding under the loan agreement. As of June 30, 2012 , the outstanding loan balance was approximately $ 5 million . Quadrant has made an identical pledge to guarantee this obligation of Quest.

Should Quest fail to meet its obligations under these agreements, these guarantees may become a liability of the Company. As of June 30, 2012 , the Quest guarantees are not reflected on the Company’s Condensed Consolidated Statement of Financial Position because the Company believes that Quest will meet all of its performance and financial obligations in relation to its contract with the United Kingdom Ministry of Defence and the loan agreement.

Letters of credit
The Company has contingent commitments in the form of letters of credit. Outstanding letters of credit are issued by banks on the Company’s behalf to support certain contractual obligations to its customers. If the Company fails to meet these contractual obligations, these letters of credit may become liabilities of the Company. Total outstanding letters of credit at June 30, 2012 were $ 58 million . These commitments are not reflected as liabilities on the Company’s Condensed Consolidated Statement of Financial Position.

Indemnifications
The Company enters into indemnifications with lenders, counterparties in transactions such as administration of employee benefit plans and other customary indemnifications with third parties in the normal course of business. The following are other than customary indemnifications based on the judgment of management.

The Company became an independent, publicly held company on June 29, 2001, when Rockwell International Corporation (Rockwell), renamed Rockwell Automation Inc., spun off its former avionics and communications business and certain other assets and liabilities of Rockwell by means of a distribution of all the Company’s outstanding shares of common stock to the shareowners of Rockwell in a tax-free spin-off (the spin-off). In connection with the spin-off, the Company may be required to indemnify certain insurers against claims made by third parties in connection with the Company’s legacy insurance policies.

In connection with agreements for the sale of portions of its business, the Company at times retains various liabilities of a business that relate to events occurring prior to its sale, such as tax, environmental, litigation and employment matters. The Company at times indemnifies the purchaser of a Rockwell Collins business in the event that a third party asserts a claim that relates to a liability retained by the Company.


15


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


The Company also provides indemnifications of varying scope and amounts to certain customers against claims of product liability or intellectual property infringement made by third parties arising from the use of Company or customer products or intellectual property. These indemnifications generally require the Company to compensate the other party for certain damages and costs incurred as a result of third party product liability or intellectual property claims arising from these transactions.

The amount the Company could be required to pay under its indemnification agreements is generally limited based on amounts specified in the underlying agreements, or in the case of some agreements, the maximum potential amount of future payments that could be required is not limited. When a potential claim is asserted under these agreements, the Company considers such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. A liability is recorded when a potential claim is both probable and estimable. The nature of these agreements prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay should counterparties to these agreements assert a claim; however, the Company currently has no material claims pending related to such agreements.

19.
Environmental Matters

The Company is subject to federal, state and local regulations relating to the discharge of substances into the environment, the disposal of hazardous wastes and other activities affecting the environment that have had and will continue to have an impact on the Company’s manufacturing operations. These environmental protection regulations may require the investigation and remediation of environmental impairments at current and previously owned or leased properties. In addition, lawsuits, claims and proceedings have been asserted on occasion against the Company alleging violations of environmental protection regulations, or seeking remediation of alleged environmental impairments, principally at previously owned or leased properties. As of June 30, 2012 , the Company is involved in the investigation or remediation of eight sites under these regulations or pursuant to lawsuits asserted by third parties. Management estimates that the total reasonably possible future costs the Company could incur for seven of these sites is not significant. Management estimates that the total reasonably possible future costs the Company could incur from one of these sites to be approximately $ 12 million . The Company has recorded environmental reserves for this site of $ 6 million as of June 30, 2012 , which represents management’s best estimate of the probable future cost for this site.

To date, compliance with environmental regulations and resolution of environmental claims has been accomplished without material effect on the Company’s liquidity and capital resources, competitive position or financial condition. Management believes that expenditures for environmental capital investment and remediation necessary to comply with present regulations governing environmental protection and other expenditures for the resolution of environmental claims will not have a material effect on the Company’s business or financial position, but could possibly be significant to the results of operations or cash flows of any one quarter.

20.
Legal Matters and Other Uncertainties

The Company is subject to various lawsuits, claims and proceedings that have been or may be instituted or asserted against the Company relating to the conduct of the Company's business, including those pertaining to product liability, antitrust, intellectual property, safety and health, exporting and importing, contract, employment and regulatory matters. Although the outcome of these matters cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, management believes the disposition of matters that are pending or asserted are not expected to have a material effect on the Company's business or financial position, but could possibly be significant to the results of operations or cash flows of any one quarter.

The Company depends to a large degree on U.S. Government spending, as a significant portion of the Company's sales are derived from U.S. Government contracts, both directly and indirectly through subcontracts. The Budget Control Act of 2011 (BCA) imposes spending caps and certain reductions in security spending of approximately $490 billion over a ten-year period through 2021. Absent additional Congressional action, further budget cuts (or sequestration) as outlined in the BCA will be implemented on January 3, 2013. Future reductions in U.S. Government security spending could have a significant adverse impact on the financial results of the Company's Government Systems operating segment.

16


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


21.
Restructuring and Asset Impairment Charges

In September 2011, the Company recorded restructuring charges totaling $27 million . This amount was primarily comprised of non-cash asset impairment charges of $11 million , employee severance of $7 million , and $9 million of other costs, primarily attributable to a lease termination. The charges related to decisions to implement certain business realignment and facility rationalization actions in response to the global economic factors that have negatively impacted the Company's Government Systems segment. During the nine months ended June 30, 2012 , the Company made cash severance payments of $6 million and contract and lease termination payments of $6 million . As of June 30, 2012 , $4 million of employee severance and lease termination costs related to these actions remain to be paid in future periods.

In June 2012, the Company recorded an additional restructuring charge totaling $6 million . This amount was comprised of employee severance costs and as of June 30, 2012, $4 million related to this action remains to be paid in future periods.

22.
Business Segment Information

 
The sales and results of continuing operations of the Company’s operating segments are summarized as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Sales:
 
 
 
 
 
 
 
Government Systems
$
679

 
$
668

 
$
1,890

 
$
2,034

Commercial Systems
526

 
522

 
1,570

 
1,476

Total sales
$
1,205

 
$
1,190

 
$
3,460

 
$
3,510

 
 
 
 
 
 
 
 
Segment operating earnings:
 
 
 
 
 

 
 

Government Systems
$
148

 
$
141

 
$
393

 
$
422

Commercial Systems
105

 
107

 
318

 
280

Total segment operating earnings
253

 
248

 
711

 
702

 
 
 
 
 
 
 
 
Interest expense
(7
)
 
(5
)
 
(20
)
 
(14
)
Stock-based compensation
(6
)
 
(6
)
 
(19
)
 
(18
)
General corporate, net
(10
)
 
(10
)
 
(35
)
 
(34
)
Income from continuing operations before income taxes
230

 
227

 
637

 
636

Income tax expense
(64
)
 
(70
)
 
(180
)
 
(179
)
Income from continuing operations
$
166

 
$
157

 
$
457

 
$
457


The Company evaluates performance and allocates resources based upon, among other considerations, segment operating earnings. The Company's definition of segment operating earnings excludes income taxes, stock-based compensation, unallocated general corporate expenses, interest expense, gains and losses from the disposition of businesses, restructuring and asset impairment charges, and other special items as identified by management from time to time. Intersegment sales are not material and have been eliminated.

As discussed in Note 4, the Rollmet product line, formerly included within the Commercial Systems segment, has been accounted for as a discontinued operation.


17


ROCKWELL COLLINS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


 
The following table summarizes sales by product category for the three and nine months ended June 30, 2012 and 2011:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(in millions)
2012
 
2011
 
2012
 
2011
Government Systems product categories:
 
 
 
 
 
 
 
Avionics
$
393

 
$
353

 
$
1,082

 
$
1,020

Communication products
178

 
164

 
476

 
510

Surface solutions
50

 
82

 
168

 
280

Navigation products
58

 
69

 
164

 
224

Government Systems sales
679

 
668

 
1,890

 
2,034

 
 
 
 
 
 
 
 
Commercial Systems product categories:
 
 
 
 
 

 
 

Air transport aviation electronics
282

 
263

 
838

 
776

Business and regional aviation electronics
244

 
259

 
732

 
700

Commercial Systems sales
526

 
522

 
1,570

 
1,476

Total sales
$
1,205

 
$
1,190

 
$
3,460

 
$
3,510


Product category sales for Government Systems are delineated based upon differences in the underlying product technologies and markets served. Government Systems sales for the three and nine months ended June 30, 2011 have been reclassified to conform to the current year presentation.

The air transport and business and regional aviation electronics product categories are delineated based on the difference in underlying customer base, size of aircraft and markets served. For the three and nine months ended June 30, 2012 , product category sales for air transport aviation electronics include revenue from wide-body in-flight entertainment products and services of $23 million and $ 72 million , respectively, compared to $28 million and $ 84 million for the three and nine months ended June 30, 2011 .





18



Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW AND OUTLOOK

Business Overview
We have a diversified and balanced business, serving both commercial and government markets. The diversification and balance of our Company was an important attribute that helped support our performance during the first nine months of fiscal year 2012. While our Government Systems business experienced a 7 percent reduction in sales over the first nine months of the fiscal year, our Commercial Systems business achieved a 6 percent increase in sales and a 130 basis point increase in segment operating margins. Total segment operating margins improved to 20.5 percent of sales for the nine months ended June 30, 2012, up from 20.0 percent of sales for the nine months ended June 30, 2011, an improvement of 50 basis points on lower sales. Additionally, we exercised the flexibility of our balance sheet during the first nine months of our fiscal year and issued $250 million of 3.10 percent fixed rate unsecured debt. We used the proceeds from this debt, supplemented by available cash on hand, to repurchase approximately 13 million shares of common stock during the first nine months of 2012, reducing our outstanding share count by 7 percent. In addition, our Board of Directors recently approved a 25 percent increase to our quarterly cash dividend paid on common stock to $0.30 per share, effective with the dividend we paid in June of 2012.

The following table is an updated summary of our fiscal year 2012 financial guidance:
Ÿ
total sales
about $4.80 billion (from about $4.85 billion)
Ÿ
diluted earnings per share from continuing operations
$4.40 to $4.50 (from $4.40 to $4.60)
Ÿ
cash provided by operating activities
about $600 million (from $625 million to $725 million)
Ÿ
capital expenditures
about $150 million
Ÿ
company and customer-funded R&D expenditures
about $850 million (from about $900 million), or about 18 percent of sales
Defense Environment
In August 2011, Congress enacted the Budget Control Act of 2011 (BCA) which imposes spending caps and certain reductions in security spending of approximately $490 billion over a ten-year period through 2021. Absent additional Congressional action, further budget cuts (or sequestration) as outlined in the BCA will be implemented on January 3, 2013. While the impact of sequestration is yet to be fully determined, additional reductions to defense spending of approximately $500 billion over the next decade could occur, resulting in aggregate reductions of about $1 trillion over 10 years.

If the sequestration process is implemented in January 2013 as currently mandated, there could be a significant adverse impact to our company and to the defense industry in general. Approximately 43 percent of our fiscal year 2011 sales were to various branches of the U.S. Government, both directly and indirectly through subcontracts. While Congressional leadership appears to be considering a variety of options to avoid sequestration, it remains uncertain as to whether the government will succeed in doing so.

Further, in years when the U.S. Government does not complete its budget process before the end of its fiscal year (September 30), government operations typically are funded through a continuing resolution that authorizes agencies of the U.S. Government to continue to operate, but does not authorize new spending initiatives. During periods covered by continuing resolutions (or until the regular appropriation bills are passed), we may experience delays in procurement of products and services which can adversely impact our results of operations and result in variability in the timing of revenue between periods.




19



RESULTS OF OPERATIONS

The following management discussion and analysis is based on financial results for the three and nine months ended June 30, 2012 and 2011 and should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto in Item 1 of Part I of this quarterly report.

As discussed in Note 4 of the Notes to Condensed Consolidated Financial Statements , the Rollmet product line, formerly included within the Commercial Systems segment, has been accounted for as a discontinued operation for all periods presented. Unless otherwise noted, disclosures pertain to our continuing operations.


Three Months Ended June 30, 2012 and 2011

Sales
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Total sales
$
1,205

 
$
1,190

Percent (decrease)
1
%
 
 


Total sales for the three months ended June 30, 2012 increased $15 million compared to the three months ended June 30, 2011 due to an $11 million increase in Government Systems sales and a $4 million increase in Commercial Systems sales. See the following Government Systems and Commercial Systems Financial Results sections for further discussion of sales.

Cost of Sales
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Total cost of sales
$
846

 
$
833

Percent of total sales
70.2
%
 
70.0
%

Cost of sales consists of costs incurred to design and manufacture our products and includes research and development (R&D), raw material, labor, facility, product warranty, depreciation, amortization and other related expenses.

Total cost of sales for the three months ended June 30, 2012 increased $13 million , or 2 percent , from the same period of 2011 , primarily due to the following:

a $20 million increase resulted from unfavorable product mix on the higher sales volumes, as explained in the Government Systems and Commercial Systems Financial Results sections below

a $13 million increase was attributable to the combined impact of higher employee severance costs and higher warranty expense. The increase in warranty cost was primarily due to the absence of a favorable adjustment that was recorded in the prior year to reduce certain warranty reserves within Government Systems

a $12 million increase due principally to higher employee medical and retirement benefits expense

partially offset by a $21 million decrease to costs resulting from lower employee incentive pay and an additional $11 million reduction due to lower company funded R&D expense that is discussed below





 
R&D expense is included as a component of cost of sales and is summarized as follows:
 
 
 
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Customer-funded:
 
 
 
Government Systems
$
102

 
$
110

Commercial Systems
20

 
27

Total customer-funded
122

 
137

 
 
 
 
Company-funded:
 

 
 

Government Systems
20

 
33

Commercial Systems
59

 
57

Total company-funded
79

 
90

Total research and development expense
$
201

 
$
227

Percent of total sales
16.7
%
 
19.1
%

Customer-funded R&D expenditures are incurred pursuant to contractual arrangements and are typically accounted for as contract costs within cost of sales with the reimbursement accounted for as a sale in accordance with the percentage-of-completion-method of accounting. As discussed in Note 6 of the Notes to Condensed Consolidated Financial Statements , customer-funded R&D expense also includes amortization of pre-production engineering costs. This amortization totaled $6 million and $5 million for the three months ended June 30, 2012 and 2011 , respectively. Company-funded R&D expense consists primarily of payroll-related expenses of employees engaged in R&D activities, engineering-related product materials and equipment and subcontracting costs.

Total R&D expense for the three months ended June 30, 2012 decreased $26 million from the same period last year. $15 million of the decrease was due to a reduction in customer-funded R&D expense, largely driven by declining spending by the U.S. government on various development programs within Government Systems and the completion of certain effort on various business jet programs within Commercial Systems. The $11 million decrease in company-funded R&D expense was primarily within Government Systems and due to a reduction in the development of networked communication products and savings realized from our previously announced decision to cease further discretionary investments in the iForce public safety product line.

Selling, General and Administrative Expenses
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Selling, general and administrative expenses
$
132

 
$
131

Percent of total sales
11.0
%
 
11.0
%

Selling, general and administrative (SG&A) expenses consist primarily of personnel, facility and other expenses related to employees not directly engaged in manufacturing, research or development activities. These activities include marketing and business development, finance, legal, information technology and other administrative and management functions.

Total SG&A expenses for the three months ended June 30, 2012 were comparable to the amount reported in the same period last year. SG&A expense for the three months ended June 30, 2012 includes a $5 million bad debt charge attributable to the bankruptcy filing of Hawker Beechcraft, Inc., as discussed in Note 5 of the Condensed Consolidated Financial Statements . This item was mostly offset by lower employee incentive compensation costs and reduced SG&A expense within Government Systems as a result of savings realized from various restructuring actions.

Net Income and Diluted Earnings Per Share
 
 
Three Months Ended
 
June 30
(dollars in millions, except per share amounts)
2012
 
2011
Income from continuing operations
$
166

 
$
157

Percent of sales
13.8
%
 
13.2
%
 
 
 
 
Income from discontinued operations, net of taxes

 
1

Net income
$
166

 
$
158

 
 
 
 
Diluted earnings per share from continuing operations
$
1.14

 
$
1.01

Diluted earnings per share from discontinued operations

 

Diluted earnings per share
$
1.14

 
$
1.01


Income from continuing operations for the three months ended June 30, 2012 increased 6 percent, or $9 million to $166 million from $157 million of income from continuing operations for the three months ended June 30, 2011 . Diluted earnings per share from continuing operations increased 13 percent to $1.14 for the three months ended June 30, 2012 compared to $1.01 for the three months ended June 30, 2011 . The rate of increase in diluted earnings per share from continuing operations was greater than the percentage rate increase in income from continuing operations because of the favorable impact of our share repurchase program.

As discussed in the Commercial Systems and Government Systems Financial Results sections, the higher operating earnings within Government Systems were partially offset by lower operating earnings within Commercial Systems, which were adversely impacted by the recent bankruptcy and production delays at Hawker Beechcraft, Inc. The remaining increase in income from continuing operations and earnings per share was attributable to lower income tax expense, as explained in the Income Tax section below.

Government Systems Financial Results

Government Systems Sales
 
The following table presents Government Systems sales by product category:
 
 
 
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Avionics
$
393

 
$
353

Communication products
178

 
164

Surface solutions
50

 
82

Navigation products
58

 
69

Total
$
679

 
$
668

Percent (decrease)
2
%
 
 


Avionics sales increased $ 40 million , or 11 percent , for the three months ended June 30, 2012 compared to the same period in the prior year, primarily due to the following:

$25 million increase resulting from the combined impact of development effort on the KC-46A, KC-10, and KC-390 tanker programs

$19 million increase in sales on the Saudi F-15 fighter program


20



Communication products sales increased $ 14 million , or 9 percent , for the three months ended June 30, 2012 compared to the same period in the prior year, primarily due to the impact of higher sales of networked communication and data links products.

Surface solutions sales decreased $ 32 million , or 39 percent , for the three months ended June 30, 2012 compared to the same period in the prior year, primarily due to the following:

$9 million reduction attributable to the combined impact of two programs that were terminated for convenience by the U.S. Government during 2011

$7 million decrease in Joint Precision Approach and Landing System program revenues as it transitions from development into production

$16 million decrease due to the combined impact of various items, none of which were individually significant, including: lower sales of soldier optronics products; fewer deliveries of iForce public safety vehicle systems, in accordance with our previously announced decision to discontinue further investment in this product line; and a decline in Firestorm targeting system revenues driven by delays in the timing of customer orders

Navigation products sales decreased $ 11 million , or 16 percent , for the three months ended June 30, 2012 compared to the same period in the prior year, largely driven by a reduction in deliveries of our Defense Advanced GPS Receiver products as troop deployments wind down in Afghanistan and Iraq.

Government Systems Segment Operating Earnings
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Segment operating earnings
$
148

 
$
141

Percent of sales
21.8
%
 
21.1
%
Government Systems operating earnings were $ 148 million , or 21.8 percent of sales, for the three months ended June 30, 2012 , compared to operating earnings of $ 141 million , or 21.1 percent of sales, for the same period one year ago. The $ 7 million increase in Government Systems operating earnings was primarily due to the following:

a $13 million benefit to operating earnings resulting from the reduction in company-funded R&D expense discussed in the Cost of Sales section above

partially offset by the absence of a $6 million favorable adjustment recorded in the prior year to reduce warranty reserves

a $13 million benefit to operating earnings from lower employee incentive compensation costs and a $6 million benefit to sales and earnings from a favorable program adjustment were offset by higher employee benefit costs, increased warranty expense, and an unfavorable product mix, as discussed in the Cost of Sales section above

The increase in Government Systems operating earnings as a percent of sales during the three months ended June 30, 2012 compared to the same period last year was primarily due to the lower company-funded R&D expense, partially offset by the impact of higher warranty expense.

   


21



Commercial Systems Financial Results

Commercial Systems Sales
 
The following table presents Commercial Systems sales by product category and type of product or service:
 
 
 
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Air transport aviation electronics:
 
 
 
Original equipment
$
150

 
$
126

Aftermarket
109

 
109

Wide-body in-flight entertainment products and services
23

 
28

Total air transport aviation electronics
282

 
263

Business and regional aviation electronics:
 

 
 

Original equipment
145

 
159

Aftermarket
99

 
100

Total business and regional aviation electronics
244

 
259

Total
$
526

 
$
522

Percent increase
1
%
 
 


Total air transport aviation electronics sales increased $ 19 million , or 7 percent , for the three months ended June 30, 2012 compared to the same period in the prior year due to the following:

original equipment manufacturer (OEM) revenues increased $ 24 million , or 19 percent . This increase is net of a $6 million reduction to sales attributable to the absence of favorable adjustments that occurred in the prior year for customer incentive reserves. The overall net increase was primarily due to higher sales to Boeing and Airbus resulting from higher aircraft production rates for the Boeing 787 and 737 platforms and Airbus A320 platform

Wide-body in-flight entertainment products and services decreased $ 5 million

Business and regional aviation electronics sales decreased $ 15 million , or 6 percent , for the three months ended June 30, 2012 compared to the same period in the prior year due to the following:

OEM sales decreased $ 14 million , or 9 percent , due to the combined impact of lower sales to business jet manufacturer Hawker Beechcraft, Inc., as they temporarily shut down production in connection with their recent Chapter 11 bankruptcy filing, and lower sales to Bombardier, as a large number of deliveries occurred in the prior year when the Global aircraft entered into initial production

aftermarket sales decreased $ 1 million , or 1 percent , as service and support revenue decreased slightly

Commercial Systems Segment Operating Earnings
 
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Segment operating earnings
$
105

 
$
107

Percent of sales
20.0
%
 
20.5
%


22



Commercial Systems operating earnings decreased $ 2 million , or 2 percent , to $105 million , or 20.0 percent of sales, for the three months ended June 30, 2012 compared to operating earnings of $ 107 million , or 20.5 percent of sales, for the three months ended June 30, 2011 . The $ 2 million decrease in Commercial Systems operating earnings was primarily due to the following:

a $5 million increase in SG&A expense, principally due to the bad debt charge recorded in the current quarter and related to Hawker Beechcraft, as discussed in Note 5 of the Condensed Consolidated Financial Statements

a $10 million benefit to operating earnings from lower employee incentive compensation was mostly offset by an increase in employee medical and retirement costs, as explained in the Cost of Sales section above, and a $6 million reduction to operating earnings resulting from the absence of a favorable adjustment recorded in the prior year to reduce certain customer incentive reserves

The reduction in Commercial Systems operating earnings as a percent of sales during the three months ended June 30, 2012 compared to the same period in the prior year was primarily due to the Hawker Beechcraft bad debt charge.



General Corporate, Net
 
General corporate expenses that are not allocated to our business segments are included in general corporate, net. These costs are included within SG&A expense and Other Income, net on the Condensed Consolidated Statement of Operations. General Corporate, net is summarized as follows:
 
Three Months Ended
 
June 30
(dollars in millions)
2012
 
2011
General corporate, net
$
10

 
$
10


General corporate net for the three months ended June 30, 2012 includes a $6 million restructuring charge related to employee severance costs for reductions in workforce, primarily within our Government Systems business. This amount was mostly offset by a $5 million gain related to the sale of a facility in Irvine, California.

Nine Months Ended June 30, 2012 and 2011

Sales
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Total sales
$
3,460

 
$
3,510

Percent (decrease)
(1
)%
 
 


Total sales for the nine months ended June 30, 2012 decreased $ 50 million compared to the nine months ended June 30, 2011 due to a $144 million reduction in Government Systems sales that was partially offset by a $94 million increase in Commercial Systems sales. See the following Government Systems and Commercial Systems Financial Results sections for further discussion of sales.


23



Cost of Sales
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Total cost of sales
$
2,430

 
$
2,488

Percent of total sales
70.2
%
 
70.9
%

Cost of sales consists of costs incurred to design and manufacture our products and includes research and development (R&D), raw material, labor, facility, product warranty, depreciation, amortization and other related expenses.

Total cost of sales for the nine months ended June 30, 2012 decreased $58 million , or 2 percent , from the same period of 2011 , primarily due to the following:

a $38 million decrease in cost of sales resulting from the lower sales volume, as discussed in the Government Systems and Commercial Systems Financial Results sections below

a $36 million reduction from lower employee incentive compensation costs

a $16 million reduction in company funded R&D expense, as explained below

partially offset by a $32 million increase to other costs, including higher employee medical and retirement benefit expenses and an increase in employee severance and warranty costs

The decrease in cost of sales as a percent of sales during the nine months ended June 30, 2012 as compared to the same period of 2011 was primarily due to a favorable change in sales mix resulting from lower Government Systems sales and higher Commercial Systems revenues and the reduction in company-funded R&D expense discussed below.
 
R&D expense is included as a component of cost of sales and is summarized as follows:
 
 
 
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Customer-funded:
 
 
 
Government Systems
$
322

 
$
336

Commercial Systems
61

 
70

Total customer-funded
383

 
406

 
 
 
 
Company-funded:
 

 
 

Government Systems
63

 
82

Commercial Systems
178

 
175

Total company-funded
241

 
257

Total research and development expense
$
624

 
$
663

Percent of total sales
18.0
%
 
18.9
%


24



Customer-funded R&D expenditures are incurred pursuant to contractual arrangements and are typically accounted for as contract costs within cost of sales with the reimbursement accounted for as a sale in accordance with the percentage-of-completion-method of accounting. As discussed in Note 6 of the Notes to Condensed Consolidated Financial Statements , customer-funded R&D expense also includes amortization of pre-production engineering costs. This amortization totaled $13 million and $10 million for the nine months ended June 30, 2012 and 2011 , respectively. Company-funded R&D expense consists primarily of payroll-related expenses of employees engaged in R&D activities, engineering-related product materials and equipment and subcontracting costs.

Total R&D expense for the nine months ended June 30, 2012 decreased $39 million from the same period last year. Total customer-funded R&D expense declined $23 million, driven by a $14 million reduction within Government Systems associated with declining spending by the U.S. government on various development programs and a $9 million reduction within Commercial Systems resulting from decreased effort on various business jet platforms. Total company-funded R&D expense declined $16 million driven by a $19 million reduction within Government Systems attributed to reduced spending on the development of networked communication products and savings realized from our previously announced decision to cease further discretionary investments in the iForce public safety product line, partially offset by a $3 million increase within Commercial Systems.


Selling, General and Administrative Expenses
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Selling, general and administrative expenses
$
393

 
$
391

Percent of total sales
11.4
%
 
11.1
%

Selling, general and administrative (SG&A) expenses consist primarily of personnel, facility and other expenses related to employees not directly engaged in manufacturing, research or development activities. These activities include marketing and business development, finance, legal, information technology and other administrative and management functions.

Total SG&A expenses for the nine months ended June 30, 2012 were comparable to the amount reported in the same period last year. A $10 million increase in SG&A expense within Commercial Systems was primarily driven by the combined impact of higher bid and proposal activities and bad debt expense recorded in the current year for the bankruptcy filing of Hawker Beechcraft, Inc., as detailed in Note 5 of the Condensed Consolidated Financial Statements . The higher Commercial Systems SG&A expense was mostly offset by lower employee incentive compensation costs and reduced SG&A expense within Government Systems, primarily attributable to savings realized from various restructuring actions.
 

Net Income and Diluted Earnings Per Share
 
 
Nine Months Ended
 
June 30
(dollars in millions, except per share amounts)
2012
 
2011
Income from continuing operations
$
457

 
$
457

Percent of sales
13.2
%
 
13.0
%
 
 
 
 
Income from discontinued operations, net of taxes

 
2

Net income
$
457

 
$
459

 
 
 
 
Diluted earnings per share from continuing operations
$
3.09

 
$
2.92

Diluted earnings per share from discontinued operations

 
0.01

Diluted earnings per share
$
3.09

 
$
2.93



25



Income from continuing operations for the nine months ended June 30, 2012 was $457 million , which was unchanged from the $457 million reported for the nine months ended June 30, 2011 . Diluted earnings per share from continuing operations increased 6 percent to $3.09 for the nine months ended June 30, 2012 compared to $2.92 for the nine months ended June 30, 2011 . Diluted earnings per share benefited from the favorable impact of our share repurchase program.

As discussed in the Commercial Systems and Government Systems Financial Results sections, the higher operating earnings within Commercial Systems were mostly offset by lower operating earnings within Government Systems and higher interest expense resulting from the incremental long-term debt we issued in November of 2011.

Government Systems Financial Results

Government Systems Sales
 
The following table presents Government Systems sales by product category:
 
 
 
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Avionics
$
1,082

 
$
1,020

Communication products
476

 
510

Surface solutions
168

 
280

Navigation products
164

 
224

Total
$
1,890

 
$
2,034

Percent (decrease)
(7
)%
 
 


Avionics sales increased $ 62 million , or 6 percent , for the nine months ended June 30, 2012 compared to the same period in the prior year, primarily due to the following:

$68 million increase resulting from the combined impact of development effort on the KC-46A, KC-10, and KC-390 tanker programs

$43 million increase in sales on the Saudi F-15 fighter program

partially offset by other reductions to revenue of $49 million, primarily attributable to decreased sales for the KC-135 Global Air Traffic Management program and lower deliveries on C-17 transport aircraft

Communication products sales decreased $ 34 million , or 7 percent , for the nine months ended June 30, 2012 compared to the same period in the prior year, primarily due to the following:

$30 million reduction in sales resulting from the combined impact of the completion of a program to provide transportable cellular capabilities in Afghanistan and fewer deliveries of satellite communication terminals

$14 million of lower Joint Tactical Radio System program revenue for the Ground Mobile Radio variant

partially offset by $8 million of higher sales from data links products
 
Surface solutions sales decreased $ 112 million , or 40 percent , for the nine months ended June 30, 2012 compared to the same period in the prior year, primarily due to the following:

$50 million reduction attributable to the combined impact of two programs that were terminated for convenience by the U.S. Government during 2011

$31 million decrease resulting from the combined impact of fewer deliveries of iForce public safety vehicle systems and a reduction in Joint Precision Approach and Landing System program revenues as it transitions from development into production


26




the remaining decrease of $31 million was due to a variety of items, including fewer deliveries of soldier optronics products and a decline in military test range and training services

Navigation products sales decreased $ 60 million , or 27 percent , for the nine months ended June 30, 2012 compared to the same period in the prior year, primarily due to a $65 million reduction in revenue from fewer deliveries of our Defense Advanced GPS Receiver products as troop deployments wind down in Afghanistan and Iraq.

Government Systems Segment Operating Earnings
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Segment operating earnings
$
393

 
$
422

Percent of sales
20.8
%
 
20.7
%

Government Systems operating earnings were $393 million , or 20.8 percent of sales, for the nine months ended June 30, 2012 , compared to operating earnings of $422 million , or 20.7 percent of sales, for the same period one year ago. The $29 million reduction in Government Systems operating earnings was primarily due to the following:

the $144 million reduction in sales discussed in the Government Systems sales section above resulted in an $84 million decrease to costs and a reduction to earnings of $60 million. The gross margin of 42 percent reflects the absence of higher margin hardware sales for Navigation products that occurred last year

partially offset by a $41 million benefit to operating earnings resulting from the combined impact of lower company-funded R&D expense and lower employee incentive compensation costs, as explained in the Cost of Sales section above

the remaining variance was primarily attributable to higher employee medical and retirement benefit costs, as explained in the Cost of Sales section above


Commercial Systems Financial Results

Commercial Systems Sales
 
The following table presents Commercial Systems sales by product category and type of product or service:
 
 
 
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Air transport aviation electronics:
 
 
 
Original equipment
$
415

 
$
373

Aftermarket
351

 
319

Wide-body in-flight entertainment products and services
72

 
84

Total air transport aviation electronics
838

 
776

Business and regional aviation electronics:
 

 
 

Original equipment
434

 
415

Aftermarket
298

 
285

Total business and regional aviation electronics
732

 
700

Total
$
1,570

 
$
1,476

Percent increase
6
%
 
 



27



Total air transport aviation electronics sales increased $62 million , or 8 percent , for the nine months ended June 30, 2012 compared to the same period in the prior year due to the following:

original equipment manufacturer (OEM) revenues increased $42 million , or 11 percent , primarily due to higher sales to Boeing and Airbus resulting from higher aircraft production rates across various platforms. This increase is net of a $15 million reduction to sales attributable to the absence of favorable adjustments that occurred in the prior year to reduce certain customer incentive reserves

aftermarket sales increased $32 million , or 10 percent , primarily related to higher spare parts sales for new Boeing 787 and 747-8 aircraft

Wide-body in-flight entertainment products and services decreased $12 million

Business and regional aviation electronics sales increased $32 million , or 5 percent , for the nine months ended June 30, 2012 compared to the same period in the prior year due to the following:

OEM sales increased $19 million , or 5 percent , primarily related to a $41 million increase in sales of avionics to Bombardier and Cessna as production rates increased for Bombardier's Global and Challenger business jets and Cessna's Citation business jet models. This was partially offset by a $22 million reduction in sales resulting from the combined impact of lower deliveries to Hawker Beechcraft and a decrease in sales to regional jet manufacturers that was primarily attributable to reduced production rates for regional jet aircraft

aftermarket sales increased $13 million , or 5 percent , primarily due to higher sales of spare parts for Chinese regional jet aircraft and an increase in service and support revenue

Commercial Systems Segment Operating Earnings
 
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
Segment operating earnings
$
318

 
$
280

Percent of sales
20.3
%
 
19.0
%

Commercial Systems operating earnings increased $38 million , or 14 percent , to $318 million , or 20.3 percent of sales, for the nine months ended June 30, 2012 compared to operating earnings of $280 million , or 19.0 percent of sales, for the nine months ended June 30, 2011 . The $38 million increase in Commercial Systems operating earnings was primarily due to the following:

incremental earnings from the higher sales volume totaled $63 million, at a gross margin of 67 percent. Excluding the sales impact of the prior year customer incentive adjustment explained below, the gross margin was 58 percent, which is more consistent with the gross margins typically reported for this business

a $14 million benefit attributable to lower employee incentive compensation costs

partially offset by a $15 million reduction to operating earnings due to the absence of a favorable adjustment recorded in the prior year to reduce certain customer incentive reserves. This prior year adjustment was recorded within sales

the remaining variance of $24 million was primarily due to the combined impact of the $5 million bad debt charge described in Note 5 of the Condensed Consolidated Financial Statements , higher bid and proposal costs discussed in the SG&A section above, and increases in warranty, company-funded R&D, employee medical, and retirement benefit costs as explained in the Cost of Sales section above

The increase in Commercial Systems operating earnings as a percent of sales during the nine months ended June 30, 2012 compared to the same period in the prior year was primarily due to incremental earnings from the higher sales, partially offset by the absence of the favorable reserve adjustment recorded in the prior year.


28



General Corporate, Net
 
General corporate expenses that are not allocated to our business segments are included in general corporate, net. These costs are included within SG&A expense and Other Income, net on the Condensed Consolidated Statement of Operations. General Corporate, net is summarized as follows:
 
Nine Months Ended
 
June 30
(dollars in millions)
2012
 
2011
General corporate, net
$
35

 
$
34


General corporate net for the nine months ended June 30, 2012 includes a $6 million restructuring charge related to employee severance costs for reductions in workforce, primarily within our Government Systems business. This amount was mostly offset by a $5 million gain related to the sale of a facility in Irvine, California.

Retirement Plans
 
Net benefit expense (income) for pension benefits and other retirement benefits are as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
June 30
 
June 30
(dollars in millions)
2012
 
2011
 
2012
 
2011
Pension benefits
$
(4
)
 
$
(5
)
 
$
(10
)
 
$
(13
)
Other retirement benefits
5

 
3

 
14

 
8

Net benefit expense (income)
$
1

 
$
(2
)
 
$
4

 
$
(5
)

Pension Benefits
In 2003, we amended our U.S. qualified and non-qualified pension plans (the Pension Amendment) covering all salary and hourly employees not covered by collective bargaining agreements to discontinue benefit accruals for salary increases and services rendered after September 30, 2006. Concurrently, we replaced this benefit by supplementing our existing defined contribution savings plan to include an additional Company contribution effective October 1, 2006. We believe this benefit structure achieves our objective of providing benefits that are valued by our employees and provides more consistency and predictability in estimating future costs and funding requirements over the long term.

For the full year 2012, we expect defined benefit pension income of $12 million, compared to $16 million of income for the full year 2011.

Our objective with respect to the funding of our pension plans is to provide adequate assets for the payment of future benefits. Pursuant to this objective, we will fund our pension plans as required by governmental regulations and may consider discretionary contributions as conditions warrant.

During the nine months ended June 30, 2012, we made $110 million of contributions to our U.S. qualified pension plan, of which $47 million related to calendar year 2011 statutory funding requirements and $63 million related to calendar year 2012 statutory funding requirements. In July 2012, subsequent to the our third quarter, we made a $3 million contribution to our U.S. qualified plan related to calendar year 2012 statutory funding requirements. The combined value of these contributions satisfies the minimum statutory funding requirement for full fiscal year 2012. Contributions to our non-U.S. plans and U.S. non-qualified plan are anticipated to total $13 million in 2012 . For the six months ended June 30, 2012 and 2011 , we made contributions to our non-U.S. plans and U.S. non-qualified pension plan of $10 million and $10 million , respectively.

Other Retirement Benefits
We expect other retirement benefits expense of approximately $18 million for the full year fiscal 2012 compared to the full year 2011 expense of $10 million.


29



Income Taxes

At the end of each interim reporting period we make an estimate of the annual effective income tax rate. Tax items included in the annual effective income tax rate are pro-rated for the full year and tax items discrete to a specific quarter are included in the effective income tax rate for that quarter. The estimate used in providing for income taxes on a year-to-date basis may change in subsequent interim periods. The difference between our effective income tax rate and the statutory income tax rate is primarily the result of the tax benefits derived from the Federal Research and Development Tax Credit (Federal R&D Tax Credit), which provides a tax benefit on certain incremental R&D expenditures and the Domestic Manufacturing Deduction, which provides a tax benefit on U.S. based manufacturing.

The effective income tax rate from continuing operations for the three months ended June 30, 2012 was lower than the same period of the prior year due to a benefit from the remeasurement of uncertain tax positions related to prior periods of about 4 percentage points, partially offset by the unfavorable impact of the expiration of the Federal R&D Tax Credit.
The effective income tax rate from continuing operations for the nine months ended June 30, 2012 was comparable to the same period of the prior year as the unfavorable impact of the expired Federal R&D Tax Credit was mostly offset by the current year benefits from the remeasurement of uncertain tax positions and the favorable impact of the IRS completing its examination of the taxable years September 30, 2008 and 2009.
For fiscal year 2012, our effective income tax rate is projected to be about 29 percent and assumes that the Federal R&D Tax Credit is not extended beyond December 31, 2011.

FINANCIAL CONDITION AND LIQUIDITY

Cash Flow Summary

Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets enables us to execute our growth strategies and return value to our shareowners. The timing of our cash inflows is historically heavily weighted towards the second half of our fiscal year, particularly to our fourth quarter. We expect this trend to continue in the future.

Operating Activities
 
 
Nine Months Ended
 
June 30
(in millions)
2012
 
2011
Cash provided by operating activities
$
192

 
$
246


The $54 million decrease in cash provided by operating activities during the nine months ended June 30, 2012 compared to the same period last year was primarily due to the following:

payments for employee incentive pay increased $62 million during the nine months ended June 30, 2012 as compared to the same period last year. Incentive pay is expensed in the year it is incurred and paid in the first fiscal quarter of the following year. During the first nine months of fiscal year 2012, $133 million was paid for employee incentive pay costs incurred during 2011. During the first nine months of fiscal year 2011, $71 million was paid for employee incentive pay costs incurred during 2010

payments for income taxes increased $59 million to $142 million in the first nine months of 2012 compared to $83 million in the first nine months of 2011, primarily due to differences in the timing of cash tax payments resulting from the retroactive extension of the Federal R&D tax credit that benefited the prior year and the expiration of the Federal R&D tax credit that increased cash payments in the current year

pension plan contributions increased $10 million to $120 million during the first nine months of 2012 compared to $110 million during the same period last year




30




the above items were partially offset by lower payments for inventory and other operating costs of $69 million to $2,850 million in the first nine months of 2012 compared to $2,919 million in the first nine months of 2011. The decrease was primarily due to lower costs associated with lower sales volume in 2012 as discussed in the Results of Operations section above

in addition, cash receipts from customers increased $13 million to $3,448 million in the first nine months of 2012 compared to $3,435 million in the first nine months of 2011, primarily due to higher customer advances in our Government Systems business

Investing Activities
 
 
Nine Months Ended
 
June 30
(in millions)
2012
 
2011
Cash used for investing activities
$
(91
)
 
$
(103
)

The $12 million decrease in cash used for investing activities during the nine months ended June 30, 2012 compared to the same period last year was primarily due to the following:

proceeds from the disposition of property were $17 million, including $13 million from the sale of the Irvine, CA facility during the nine months ended June 30, 2012

during the nine months ended June 30, 2011, we paid $17 million for the acquisitions of Blue Ridge Simulation and CTA

offset by the absence of proceeds of $18 million received from the sale of short-term investments at a non-U.S. subsidiary


Financing Activities
 
Nine Months Ended
 
June 30
(in millions)
2012
 
2011
Cash used for financing activities
$
(352
)
 
$
(317
)

The $35 million increase in cash used for financing activities during the nine months ended June 30, 2012 compared to the same period last year was primarily due to the following:

cash repurchases of common stock increased $433 million to $710 million for the nine months ended June 30, 2012 compared to $277 million for the nine months ended June 30, 2011

offset by:

net proceeds of $247 million from the issuance of long-term debt in November of 2011

higher net proceeds from short-term commercial paper borrowings of $131 million. For the first nine months of 2012, net proceeds from short-term commercial paper borrowings were $201 million, compared to net proceeds from short-term commercial paper borrowings of $70 million during the first nine months of 2011

the absence of a $24 million repayment of other short-term debt at a non-U.S. subsidiary that occurred during the nine months ended June 30, 2011


31



Financial Condition and Liquidity

We have historically maintained a capital structure characterized by conservative levels of debt outstanding that enables us sufficient access to credit markets. When combined with our ability to generate cash flow from our operations, this capital structure provides the strength and flexibility necessary to pursue strategic growth opportunities and to return value to our shareowners.

A comparison of key elements of our financial condition as of June 30, 2012 and September 30, 2011 are as follows:
 
(dollars in millions)
June 30,
2012
 
September 30,
2011
Cash and cash equivalents
$
265

 
$
530

Short-term debt
(201
)
 

Long-term debt, net
(778
)
 
(528
)
Net debt (1)
$
(714
)
 
$
2

Total equity (2)
$
1,278

 
$
1,528

Debt to total capitalization (3)
43
%
 
26
 %
Net debt to total capitalization (4)
36
%
 
 %

(1)
Calculated as total of short-term and long-term debt, net (Total debt), less cash and cash equivalents and short-term investments
(2)
Total equity decreased $250 million from September 30, 2011 to June 30, 2012. This reduction was primarily attributable to 13 million shares of common stock repurchased during the first nine months of the fiscal year at a cost of $702 million, partially offset by an increase resulting from net income of $457 million
(3)
Calculated as Total debt divided by the sum of Total debt plus Total equity
(4)
Calculated as Net debt divided by the sum of Net debt plus Total equity

We primarily fund our contractual obligations, capital expenditures, small to medium sized acquisitions, dividends and share repurchases from cash generated from operating activities. As of June 30, 2012, approximately 91 percent of our cash and cash equivalents resides at non-U.S. locations and may not be readily accessible for use in the U.S. due to potential adverse income tax implications and other statutory limitations. Due to the fluctuations of cash flows, we supplement our internally generated cash flow from time to time by issuing short-term commercial paper. Under our commercial paper program, we may sell up to $850 million face amount of unsecured short-term promissory notes in the commercial paper market. The commercial paper notes have maturities of not more than 364 days from the date of issuance. At June 30, 2012 , short-term commercial paper borrowings outstanding were $201 million with a weighted-average interest rate and maturity period of 0.17 percent and P7D days, respectively. These commercial paper borrowings were incurred to fund a portion of the Company's share repurchase program. The maximum amount of short-term borrowings outstanding during the nine months ended June 30, 2012 was $330 million. At September 30, 2011 , there were no outstanding short-term commercial paper borrowings.

In the event our access to the commercial paper markets is impaired, we have access to an $850 million Revolving Credit Facility through a network of banks that matures in 2016, with options to further extend the term for up to two one-year periods and/or increase the aggregate principal amount up to $1.2 billion . These options are subject to the approval of the lenders. Our only financial covenant under the Revolving Credit Facility requires that we maintain a consolidated debt to total capitalization ratio of not greater than 60 percent, excluding the accumulated other comprehensive loss equity impact related to defined benefit retirement plans. Our debt to total capitalization ratio at June 30, 2012 based on this financial covenant was 26 percent . We had no borrowings at June 30, 2012 under our Revolving Credit Facility.

In addition, alternative sources of liquidity could include funds available from the issuance of equity securities, debt securities and potential asset securitization strategies. To date, we have not raised capital through the issuance of equity securities as we prefer to use debt financing to lower our overall cost of capital and increase our return on shareowners' equity. On November 16, 2011, we issued $250 million of 3.10 percent fixed rate unsecured debt due November 15, 2021. The proceeds were primarily used to fund share repurchases.


32



Credit ratings are a significant factor in determining our ability to access short-term and long-term financing as well as the cost of such financing in terms of interest rates. Our strong credit ratings have enabled continued access to both short and long-term credit markets. If our credit ratings were to be adjusted downward by the rating agencies, the implications of such actions could include impairment or elimination of our access to credit markets and an increase in the cost of borrowing. The following is a summary of our credit ratings as of June 30, 2012 :
 
Credit Rating Agency
 
Short-Term Rating
 
Long-Term Rating
 
Outlook
Fitch Ratings
 
F1
 
A
 
Stable
Moody’s Investors Service
 
P-1
 
A1
 
Negative
Standard & Poor’s
 
A-1
 
A
 
Stable
 

We were in compliance with all debt covenants at June 30, 2012 and September 30, 2011 .

ENVIRONMENTAL

For information related to environmental claims, remediation efforts and related matters, see Note 19 of the Notes to Condensed Consolidated Financial Statements .

CRITICAL ACCOUNTING POLICIES

Preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America requires management of Rockwell Collins to make estimates, judgments and assumptions that affect our financial condition and results of operations that are reported in the accompanying condensed consolidated financial statements as well as the related disclosure of assets and liabilities contingent upon future events. The critical accounting policies used in preparation of our financial statements are described in Management's Discussion and Analysis in our Annual Report on Form 10-K for the year ended September 30, 2011. Actual results in these areas could differ from management's estimates.

One of the Company's Critical Accounting Policies relates to accounting for long-term contracts, as about 20 percent of our sales are accounted for under the percentage-of-completion method of accounting. Under this method of accounting, changes in estimated revenues, cost of sales and the related effect to operating income are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract's percent complete. During the three months ended June 30, 2012, the Company recorded a favorable cumulative catch-up adjustment as discussed in the Government Systems Financial Results section above. No other individually significant adjustments were recorded, nor was the overall impact of cumulative catch up adjustments material, during the three and nine months ended June 30, 2012 and 2011.

CAUTIONARY STATEMENT

This quarterly report contains statements, including certain projections and business trends, that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the financial condition of our customers, including bankruptcies; the health of the global economy, including potential deterioration in economic and financial market conditions; the rate of recovery of the commercial OEM production rates and the aftermarket; the impacts of natural disasters, including operational disruption, potential supply shortages and other economic impacts; cybersecurity threats, including the potential misappropriation of assets or other sensitive information, corruption of data or operational disruption;   delays related to the award of domestic and international contracts; the impact of sequestration and other provisions of the Budget Control Act of 2011 that are set to be implemented in January of 2013; the continued support for military transformation and modernization programs; potential adverse impact of oil prices on the commercial aerospace industry; the impact of terrorist events on the commercial aerospace industry; declining defense budgets resulting from budget deficits in the U.S. and abroad; changes in domestic and foreign government spending, budgetary, procurement and trade policies adverse to our businesses; market acceptance of our new and existing technologies, products and services; reliability of and customer satisfaction with our products and services; favorable outcomes on or potential cancellation or restructuring of contracts, orders or program priorities

33



by our customers; timing of international contract awards; recruitment and retention of qualified personnel; regulatory restrictions on air travel due to environmental concerns; effective negotiation of collective bargaining agreements by us and our customers; performance of our customers and subcontractors; risks inherent in development and fixed-price contracts, particularly the risk of cost overruns; risk of significant reduction to air travel or aircraft capacity beyond our forecasts; our ability to execute to our internal performance plans such as our productivity and quality improvements and cost reduction initiatives; achievement of our acquisition and related integration plans; continuing to maintain our planned effective tax rates; our ability to develop contract compliant systems and products on schedule and within anticipated cost estimates; risk of fines and penalties related to noncompliance with laws and regulations including export control and environmental regulations; risk of asset impairments; our ability to win new business and convert those orders to sales within the fiscal year in accordance with our annual operating plan; and the uncertainties of the outcome of lawsuits, claims and legal proceedings, as well as other risks and uncertainties, including but not limited to those detailed herein and from time to time in our Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

In addition to using cash provided by normal operating activities, we utilize a combination of short-term and long-term debt to finance operations. Our operating results and cash flows are exposed to changes in interest rates that could adversely affect the amount of interest expense incurred and paid on debt obligations in any given period. In addition, changes in interest rates can affect the fair value of our debt obligations. Such changes in fair value are only relevant to the extent these debt obligations are settled prior to maturity. We manage our exposure to interest rate risk by maintaining an appropriate mix of fixed and variable rate debt and when considered necessary, we may employ financial instruments in the form of interest rate swaps to help meet this objective.

At June 30, 2012 , we had $200 million of 4.75 percent fixed rate long-term debt obligations outstanding with a carrying value of $200 million and a fair value of $212 million. In November 2003 we converted $100 million of this fixed rate debt to floating rate debt bearing interest at six-month LIBOR less .075 percent by executing “receive fixed, pay variable” interest rate swap contracts. At June 30, 2012 , we also had $300 million of 5.25 percent fixed rate long-term debt obligations outstanding with a carrying value of $299 million and a fair value of $353 million. In January 2010 we converted $150 million of this fixed rate debt to floating rate debt based on six-month LIBOR plus 1.235 percent. Finally, at June 30, 2012 , we had $250 million of 3.10 percent fixed rate unsecured long-term debt with a carrying value of $249 million and a fair value of $260 million.
 
A hypothetical 10 percent increase or decrease in average market interest rates would have decreased or increased the fair value of our long-term fixed rate debt, exclusive of the effects of the interest rate swap contracts, by $7 million and $7 million, respectively. The fair value of the $250 million notional value of interest rate swap contracts was a $30 million net asset at June 30, 2012 . A hypothetical 10 percent increase or decrease in average market interest rates would decrease or increase the fair value of our interest rate swap contracts by $1 million and $1 million, respectively. Our results of operations are affected by changes in market interest rates related to variable rate debt. Inclusive of the effect of the interest rate swaps, a hypothetical 10 percent increase or decrease in average market interest rates would not have a material effect on our operations or cash flows. For more information related to outstanding debt obligations and derivative financial instruments, see Notes 10, 16 and 17 in the Notes to Condensed Consolidated Financial Statements .

Foreign Currency Risk

We transact business in various foreign currencies which subjects our cash flows and earnings to exposure related to changes to foreign currency exchange rates. We attempt to manage this exposure through operational strategies and the use of foreign currency forward exchange contracts (foreign currency contracts). All foreign currency contracts are executed with banks we believe to be creditworthy and are denominated in currencies of major industrial countries. The majority of our non-functional currency firm and anticipated receivables and payables are hedged using foreign currency contracts. It is our policy not to manage exposure to net investments in non-U.S. subsidiaries or enter into derivative financial instruments for speculative purposes. Notional amounts of outstanding foreign currency forward exchange contracts were $408 million and $502 million at June 30, 2012 and September 30, 2011 , respectively. Notional amounts are stated in U.S. dollar equivalents at spot exchange rates at the respective dates. Principal currencies that are hedged include the European euro, British pound sterling and Japanese yen. The duration of foreign currency contracts is generally five years or less. The net fair value of these foreign currency contracts was a net asset of $1 million at both June 30, 2012 and September 30, 2011 . A 10 percent increase or decrease in the value of the U.S. dollar against all currencies would decrease or increase the fair value of our foreign currency contracts at June 30, 2012 by $8 million. For more information related to outstanding currency forward exchange contracts, see Notes 16 and 17 in the Notes to Condensed Consolidated Financial Statements .

34




Item 4.
Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation of the effectiveness, as of June 30, 2012 , 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 Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of June 30, 2012 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 the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.
OTHER INFORMATION

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about our purchases of shares of our common stock during the quarter pursuant to our Board authorized stock repurchase program:

Period
 
Total Number
of Shares
Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
 
Maximum Number
(or Appropriate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or
Programs   1
April 1, 2012 through April 30, 2012
 
1,150,000

 
$
56.37

 
1,150,000

 
$
641 million
May 1, 2012 through May 31, 2012
 
1,930,000

 
52.60

 
1,930,000

 
 
540 million
June 1, 2012 through June 30, 2012
 
750,000

 
50.10

 
750,000

 
 
502 million
Total
 
3,830,000

 
$
53.24

 
3,830,000

 
 
 

(1)
On September 14, 2011, our Board authorized the repurchase of an additional $700 million of our common stock. On July 23, 2012 our Board authorized the repurchase of an additional $500 million of our common stock, as reflected in the table above. These authorizations have no stated expiration.




35



Item 6.
Exhibits

(a)
Exhibits
 
 
 
*10-a-1

 
The Company's First Amendment to the Amended and Restated 2006 Long-Term Incentives Plan, as amended.
 
 
 
*10-h-1

 
The Company's Non-Qualified Pension Plan, as amended.
 
 
 
*10-s-1

 
Non-Employee Directors' Compensation Summary
 
 
 
31.1

 
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
 

 
 
31.2

 
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
 

 
 
32.1

 
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
 
32.2

 
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS

 
XBRL Instance Document
 

 
 
101.SCH

 
XBRL Taxonomy Extension Schema
 

 
 
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase
 

 
 
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase
 

 
 
101.LAB

 
XBRL Taxonomy Extension Label Linkbase
 

 
 
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase
 
 
 
*

 
Management contract or compensatory plan or arrangement.









36



SIGNATURES
Pursuant to the requirements 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.

 
 
ROCKWELL COLLINS, INC.
 
 
(Registrant)
 
 
 
 
Date:     
July 24, 2012
By 
/s/ Marsha A. Schulte
 
 
 
Marsha A. Schulte
 
 
 
Vice President, Finance and Controller
 
 
 
(Principal Accounting Officer and an Authorized Officer)
 
 
 
 
 
 
 
 
 
 
 
 




37


Exhibit 10-a-1
FIRST AMENDMENT TO THE AMENDED AND RESTATED 2006 LONG-TERM INCENTIVES PLAN
Effective April 18, 2012, Sections 4(h)(i) and 4(h)(ii) of Rockwell Collins, Inc. 2006 Long-Term Incentives Plan, as amended and restated effective February 9, 2010, were amended in their entirety to read as follows:
h. Awards to Non-Employee Directors.

(i)
Initial Award. Subject to the provisions of Section 4(h)(v), each newly elected Non-Employee Director shall, as soon as practicable after initially becoming a member of the Board of Directors, be granted an Award of a number of Restricted Stock Units determined by dividing (A) the sum of (i) $100,000 (or such other amount determined by the Board of Directors) and (ii) $110,000 (or such other amount determined by the Board of Directors) multiplied by a fraction where the numerator is the number of days until the next Annual Meeting of Shareowners and the denominator is 365 by (B) the Fair Market Value on the date of such initial appointment and rounding up to the next highest whole number, with terms and conditions including restrictions as determined by the Board of Directors or the Committee. The restrictions on the Restricted Stock Units shall lapse and it is intended that the Restricted Stock Units shall be payable only upon permissible payment events under Section 409A or in a manner that meets the requirements of an exemption from Section 409A, as set forth in the applicable Award Agreement.

(ii)
Annual Award. Subject to the provisions of Section 4(h)(v), immediately following each Annual Meeting of Shareowners, each Non-Employee Director who is elected a director at, or who was previously elected and continues as a director after, that Annual Meeting shall be granted an Award of a number of Restricted Stock Units determined by dividing $110,000 (or such other amount determined by the Board of Directors) by the Fair Market Value on the date of the Annual Meeting and rounding up to the next highest whole number, with terms and conditions including restrictions as determined by the Board of Directors or the Committee. The restrictions on the Restricted Stock Units shall lapse and it is intended that the Restricted Stock Units shall be payable only upon permissible payment events under Section 409A or in a manner that meets the requirements of an exemption from Section 409A, as set forth in the applicable Award Agreement.










Exhibit 10-h-1








AMENDED AND RESTATED
ROCKWELL COLLINS 2005
NON-QUALIFIED PENSION PLAN
Effective as of January 1, 2005






17




AMENDED AND RESTATED
ROCKWELL COLLINS 2005
NON-QUALIFIED PENSION PLAN
The purpose of this Plan is to provide benefits in excess of the Benefit Limitation (as defined below) to a group of employees and to provide benefits in excess of the Compensation Limit (as defined below) to a select group of management and highly compensated employees of Rockwell Collins, Inc. and its affiliates. This Plan also provides benefits in excess of the benefits provided under the Company Pension Plan (as defined below) to a select group of highly compensated employees consisting of Corporate Pilots and to a select group of management or highly compensated employees who deferred compensation under the Rockwell Collins Deferred Compensation Plan prior to 2005 and attained 85 points under the Rule of 85 after December 31, 2004. This Plan is unfunded for tax purposes and for purposes of Title I of ERISA.
This Plan is established effective as of January 1, 2005 for accrued benefits that were earned and vested after December 31, 2004 under the Rockwell Collins Non-Qualified Pension Plan (“Pre-2005 Plan”) through September 30, 2006, the date the Pre-2005 Plan was frozen. This Plan was amended and restated on December 17, 2010, and was further amended and restated on May 18, 2012 for purposes of clarification.
ARTICLE I
DEFINITIONS

1.000
409A Change of Control means a “Change of Control Event” as defined in Treasury Regulation Section 1.409A-3(i)(5)(i) and as set forth in Treasury Regulation Section 1.409A-3(i)(5)(v)-(vii), applying the default rules and percentages set forth in such Treasury Regulations.
1.005
Actuarial Equivalent means equal value based on Interest Rate and, as applicable, Mortality Assumptions. The calculations for specific purposes are as described below. For all purposes, actuarial equivalence shall be determined as of the earliest of the Participant's Separation from Service, Retirement, death or, if the Participant has elected a distribution under Section 2.040, a 409A Change of Control.
(a)
For a lump sum calculated upon Retirement the calculation will reflect the immediate benefit payable.
(b)
For a lump sum calculated upon Separation from Service other than a Layoff-Slide the calculation will reflect the normal age 65 retirement benefit (as defined in the Company Pension Plan).
(c)
For a lump sum calculated upon a Layoff-Slide the calculation will reflect the retirement benefit payable at age 55 (as defined in the Company Pension Plan), as determined reflecting any additional age and/or service that would be earned by age 55 under those provisions.





(d)
For annual installment payments, the calculation will reflect the immediate benefit payable converted to a period-certain annuity.
(e)
For purposes of Section 2.025(e), a level benefit shall be determined that is the actuarial equivalent of:
(i)
the benefit determined under Section 2.025 and payable without reduction for the benefit that would be payable under the Certain Salaried Sub-Plan until the later of (i) the earliest Annuity Starting Date under the Certain Salaried Sub-Plan (assuming that the Participant has terminated employment as of the earliest date identified in clause (ii)) or (ii) the earliest of the Participant's Separation from Service, Retirement, death or, if the Participant has elected a distribution under Section 2.040, a 409A Change of Control, plus
(ii)
the benefit payable under Section 2.025 reduced as of the later of (i) the earliest Annuity Starting Date under the Certain Salaried Sub-Plan (assuming that the Participant has terminated employment as of the earliest date identified in clause (ii)) or (ii) the earliest of the Participant's Separation from Service, Retirement, death or, if the Participant has elected a distribution under Section 2.040, a 409A Change of Control by the amount of the benefit that would be payable under the Certain Salaried Sub-Plan if the Annuity Starting Date was equal to such date and the same optional form of payment was elected.
For Participants who have elected to receive their benefits as an annuity option, as allowed by Section 2.035, the calculation shall reflect benefits payable in the elected annuity form under this Plan. For Participants who have elected to receive their benefits as a lump sum or annual installments, as allowed by Section 2.035, the calculation shall reflect benefits payable as a single life annuity.
1.010      Affiliate means:
(a)
any company incorporated under the laws of one of the United States of America of which the Company owns, directly or indirectly, eighty percent (80%) or more of the combined voting power of all classes of stock or eighty percent (80%) or more of the total value of the shares of all classes of stock (all within the meaning of Code Section 1563);
(b)
any partnership or other business entity organized under such laws, of which the Company owns, directly or indirectly, eighty percent (80%) or more of the voting power or eighty percent (80%) or more of the total value (all within the meaning of Code Section 414(c)); and
(c)
any other company deemed to be an Affiliate by the Board of Directors.
1.015
Benefit Limitation means the limitations on benefits payable from Defined Benefit Plans which are imposed by Section 415 of the Code.
1.020      Board of Directors means the Company's Board of Directors.
1.025
Certain Salaried Sub-Plan means the Certain Salaried Plan (Sub-Plan No. 003) to the Company Pension Plan.
1.030      Change of Control means any of the following:





(a)
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (z) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (c) of this Section 1.030; or
(b)
Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to that date whose election, or nomination for election by the Company's shareowners, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or
(c)
Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Company Transaction”), in each case, unless, following such Company Transaction, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Company Transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Company Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Company Transaction of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any employee benefit plan (or related trust) of the Company or of such corporation resulting from such Company Transaction) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Company Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Company Transaction and (3) at least a majority of the members of the board of directors of the corporation resulting from such Company Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Company Transaction; or





(d)
Approval by the Company's shareowners of a complete liquidation or dissolution of the Company.
1.035
Code means the Internal Revenue Code of 1986, as amended.
1.040
Committee means the Compensation Committee of the Board of Directors.
1.045
Company means Rockwell Collins, Inc., a Delaware corporation.
1.050
Company Officer means an employee who, effective July 23, 2007 attains a Salary Grade of M0 or M1, or who prior to July 23, 2007 but after June 30, 2006 attained a Salary Grade of M9 or M0 or who prior to July 1, 2006 attained a Salary Grade of 23 or higher.
1.055      Company Pension Plan means the Rockwell Collins Pension Plan.
1.060
Compensation Limit means the limitation imposed by Section 401(a)(17) of the Code on the amount of compensation which can be considered in determining the amount of a participant's benefit under the Company Pension Plan.
1.065
Corporate Pilot means any Participant in the Company Pension Plan whose primary duty as an employee is the operation of aircraft as a pilot or co-pilot for at least one year immediately preceding the earliest of (i) Retirement, (ii) termination, if at the time of termination the Participant is Retirement eligible, or (iii) Layoff, if the Participant is or will become Retirement eligible while on Layoff status.
1.070
Defined Benefit Plan has the same meaning given that term in Section 3(35) of ERISA.
1.075
Delinkage Date means January 1, 2009 or such other date as is permitted under Section 409A and is approved by the Chief Executive Officer, Chief Financial Officer, Senior Vice President, Human Resources or General Counsel of the Company.
1.080
Electronics Salaried Sub-Plan means the Electronics Salaried Plan (Sub-Plan No. 028) to the Company Pension Plan.
1.085
Employee means any person who is employed by the Company or by an Affiliate, including, to the extent permitted by Section 406 of the Code, any United States citizen regularly employed by a foreign Affiliate of the Company.
1.090
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
1.095
Highly Compensated Employee means a participant in or retiree under the Company Pension Plan whose compensation would otherwise be considered under such Plan in determining his benefits thereunder in excess of the Compensation Limit.
1.100
Interest Rate means the average 30-Year Treasury Rate as published by the Internal Revenue Service in the October preceding the year of the earliest of the Participant's Separation from Service, Retirement, death or, if the Participant has elected a distribution under Section 2.040, a 409A Change of Control.
1.105
Layoff shall have the meaning ascribed to the term “Layoff” in the Company Pension Plan.
1.110
Layoff-Slide means the Separation from Service by a Participant resulting from a reduction in force, for a Participant who has attained age 50 but not attained age 55 at the time of such Separation from





Service, if service completed prior to the Layoff-Slide will be considered in the event the Participant is re-employed, under applicable policies or procedures. A Participant shall be deemed to be on Layoff-Slide status for that period of time during which such service will be reinstated in the event of such re-employment.
1.115
Mortality Assumptions means the FAS 87 mortality assumptions used for the Company's Net Periodic Benefit Costs in the Company's fiscal year during which the earliest of the Participant's Separation from Service, Retirement, death or, if the Participant has elected a distribution under Section 2.040, a 409A Change of Control occurs.
1.120
Participant means any participant in the Company Pension Plan whose benefits payable therefrom are restricted by the Benefit Limitation or the Compensation Limit. Employees who were hired on or before September 30, 2006 who (1) are Corporate Pilots, (2) are Company Officers hired on or after January 1, 1993 but eligible for the pre-1993 formula under the Company Pension Plan, or (3) are participants in the Company Pension Plan who deferred compensation under the Rockwell Collins Deferred Compensation Plan and attained 85 points under the Rule of 85 after December 31, 2004, are also eligible to participate in this Plan. Notwithstanding any other provision of this Plan or the Company Pension Plan to the contrary, no Employee or other person, individual or entity shall become a Participant in this Plan after the earlier of (a) September 30, 2006 or (b) the day on which a Change of Control occurs.
1.125
Plan means this Amended and Restated Rockwell Collins 2005 Non-Qualified Pension Plan.
1.130
Plan Administrator means the person serving as the Plan Administrator of the Company Pension Plan.
1.135
Pre-2005 Plan means the Rockwell Collins Non-Qualified Pension Plan and its predecessor, the Rockwell International Corporation Non-Qualified Pension Plan.
1.140
Retirement means “separation from service” from the Company and all of its Affiliates, within the meaning of Section 409A, on or after attainment of age 55 other than for reason of death.
1.145
Rule of 85 means, with respect to a Participant in the Electronics Salaried or Certain Salaried Sub-Plans of the Company Pension Plan attainment of at least age 55 but not more than age 62 with a sum of age (in years and months) and Credited Service (as defined in the Company Pension Plan) (in years and months) total 85 or more on or before the date of Separation from Service or Retirement. For purposes of determining eligibility, years and months of service with the Company after September 30, 2006 shall also be considered.
1.150
Section 409A means Section 409A of the Code and any regulations or other guidance issued thereunder.
1.155
Securities Exchange Act means the Securities Exchange Act of 1934, as amended.
1.160
Separation from Service means a “separation from service” from the Company and all of its Affiliates, within the meaning of Section 409A, other than for reasons of Retirement or death.
1.165
Specified Employee has the meaning set forth in Section 409A, as determined each year in accordance with procedures established by the Company.
1.170
Third Party Administrator means an independent third party selected by the Trustee and approved





by the individual who, immediately prior to a Change of Control, was the Company's Chief Executive Officer or, if not so identified, the Company's highest ranking officer (the “Ex-CEO”).
1.175
Trust means the master trust established by agreement between the Company and the Trustee, which will be a grantor trust.
1.180
Trustee means Wells Fargo Bank, N.A., or any successor trustee of the Trust described in Article V of this Plan.
Terms not otherwise defined in this Article I shall have meanings set forth in the Company Pension Plan document.
ARTICLE II
DETERMINATION OF BENEFITS

2.000
Effective as of the close of business on September 30, 2006, and notwithstanding any other provision in this Plan (or in the Company Pension Plan) to the contrary, individuals who first become Employees after September 30, 2006 will not be eligible to become Participants in this Plan. No benefits shall be accrued under this Plan after September 30, 2006, except pursuant to the Rule of 85.
2.005
This Plan has been established by the Company as a non-qualified pension plan for benefits earned and vested on and after January 1, 2005 for those employees of the Company and its Affiliates whose retirement benefits under the Company Pension Plan are, in the determination of those benefits, reduced by reason of application of the Compensation Limit and/or the Benefit Limitation for benefits earned and vested on and after January 1, 2005. The Plan also provides enhanced benefits to (a) Corporate Pilots, (b) Company Officers hired on or after January 1, 1993 but eligible for the pre-1993 formula under the Company Pension Plan, and (c) Participants in the Company Pension Plan who deferred compensation under the Rockwell Collins Deferred Compensation Plan and attained 85 points under the Rule of 85 after December 31, 2004. The Company shall pay from its general assets or from the Trust, as the case may be, to each Participant, or to the beneficiary, surviving spouse or joint annuitant of the Participant, a benefit which is equal to the amount of such reduction or enhancement and reduction or enhancement for benefits payable under the Pre-2005 Plan.
2.010
In the case of a Participant in the Company Pension Plan who deferred compensation under the Rockwell Collins Deferred Compensation Plan and attained 85 points under the Rule of 85 after December 31, 2004, the amount of the Participant's benefits under the Company Pension Plan, to the extent reduced because of the Participant's election to defer compensation under the Company's Deferred Compensation Plan, shall instead be provided under this Plan.
2.015
If the monthly benefit for which a Participant would have been otherwise eligible at retirement under the Company Pension Plan is reduced because of application of the Compensation Limit, the amount of such reduction shall instead be provided under this Plan. For purposes of determining the benefit payable under this Plan, a Participant's Average Annual Earnings shall mean the highest amount that can be determined by averaging the Participant's Earnings (as defined in the Company Pension Plan, but including amounts that would otherwise be “Earnings” under the Company Pension Plan but for the Participant's election to defer such amounts to the Rockwell Collins Deferred Compensation Plan) for any five (5) calendar years within the ten (10) calendar years (or lesser period, if applicable) of active employment which immediately precede the earliest of the dates on which the Participant retires, dies, terminates or commences an approved absence for disability or the date of the Company Pension Plan freeze (September 30, 2006) in accordance with the Company Pension Plan. In





determining Average Annual Earnings (as defined in the Company Pension Plan), any calendar year in which the Participant has less than a full year of Credited Service (as defined in the Company Pension Plan) shall be disregarded if doing so would provide the Participant with a greater benefit.
2.020
In the case of a Participant who first becomes an Employee on or after January 1, 1993 and, prior to the earlier of his Retirement from the Company or September 30, 2006 becomes a Company Officer, the monthly benefit payable to such Participant from this Plan shall be calculated pursuant to the same formula as is set forth in Article IV [Normal Retirement Benefit for Pre-1993 Participant] of the Certain Salaried or Electronics Salaried Sub-Plans of the Company Pension Plan for participants in that plan who were first employed by the Company prior to January 1, 1993, as applicable.
In the case of such Participant who is a Company Officer and has accrued Vesting Service under the Company Pension Plan on or before December 31, 2002, the monthly benefit payable to such Participant from this Plan shall be calculated pursuant to the same formula as is set forth in 4.030(g) [Early Retirement under Rule of 85] of the Certain Salaried or Electronics Salaried Sub-Plans of the Company Pension Plan regardless of his date of hire.
The benefit provided under this Section 2.020 shall be reduced by the Actuarial Equivalent of the benefit payable to the Participant under the Company Pension Plan.
2.025
In the case of a Corporate Pilot , the following provisions shall apply effective as of January 1, 1989 and shall supplement benefits earned by a Corporate Pilot under the Certain Salaried Sub-Plan.
(a)
Normal Retirement Benefit - At any time after attaining age 58, a Corporate Pilot may retire and receive a normal retirement benefit as hereinafter provided based upon Earnings and Credited Service, as determined in Article IV of the Certain Salaried Sub-Plan, to his Retirement date. The normal retirement benefit to which a Corporate Pilot shall be entitled shall equal the highest amount as determined under the applicable sub-section 4.030(b), (c) or (d) of the Certain Salaried Sub-Plan by (1) substituting all references to age 62 with age 58, (2) substituting all references to age 55 with age 50, and (3) substituting the percentage of the Social Security Earnings Limit Offset used in sub-sections 4.030(b)(2) and 4.030(c)(2) of the Certain Salaried Sub-Plan as follows:
(i)
For a Corporate Pilot whose date of birth is before 1938, the reduction shall be 0.390% of his Social Security Earnings Limit;
(ii)
For a Corporate Pilot whose date of birth is on or after January 1, 1938, and before January 1, 1955, the reduction shall be 0.365% of his Social Security Earnings Limit; and
(iii)
For a Corporate Pilot whose date of birth is on or after January 1, 1955, the reduction shall be 0.340% of his Social Security Earnings Limit.
For this purpose, no changes in the Social Security Earnings Limit will be taken into account for any period after September 30, 2006.
The Normal Retirement Age of a Corporate Pilot on or after the occurrence of a Change of Control may be as early as age 50.
(b)
Early Retirement Benefit - At any time after attaining age 50, a Corporate Pilot may retire and receive a reduced early retirement benefit. The early retirement benefit to which a





Corporate Pilot shall be entitled shall equal the Normal Retirement Benefit computed as provided in Section 2.025(a) above except that the amount of such benefit shall be reduced by ½ of 1% for each complete month by which such commencement date precedes age 58.
(c)
Supplemental Allowance - Any Corporate Pilot who retires under this Article II shall be deemed to be eligible for the supplemental allowance described in sub-section 4.030(f) [Supplemental Allowance upon Early Retirement] of the Certain Salaried Sub-Plan if, at the time benefits become payable hereunder, he is eligible to elect to commence his retirement benefit prior to the age as of which old age benefits first become payable under the Federal Social Security Act (as in effect at the date of Retirement), and at the time of such termination he satisfies either (i) or (ii) below:
(i)
has completed 15 or more years of Vesting Service and has attained age 58
(ii)
has completed 30 or more years of Vesting Service and has attained age 50
(d)
Early Retirement under Rule of 85 - Any Corporate Pilot who has attained age 50 and whose Credited Service plus his age total a minimum of 85 shall be deemed to be eligible to receive retirement income, payable in accordance with sub-section 4.030(g) of the Certain Salaried Sub-Plan, by substituting the percentage of the Social Security Earnings Limit Offset used in sub-sections 4.030(g)(1)(C), 4.030(g)(2)(A)(ii) and 4.030(g)(2)(C)(i) as follows:
(i)
For a Corporate Pilot whose date of birth is before 1938, the reduction shall be 0.390% of his Social Security Earnings Limit;
(ii)
For a Corporate Pilot whose date of birth is on or after January 1, 1938, and before January 1, 1955, the reduction shall be 0.365% of his Social Security Earnings Limit; and
(iii)
For a Corporate Pilot whose date of birth is on or after January 1, 1955, the reduction shall be 0.340% of his Social Security Earnings Limit.
For this purpose, no changes in the Social Security Earnings Limit will be taken into account for any period after September 30, 2006.
(e)
The benefit provided under this Section 2.025 shall be the Actuarial Equivalent of the benefit otherwise payable under this Section 2.025 reduced by the Actuarial Equivalent of the benefit payable to the Corporate Pilot under the Certain Salaried Sub-Plan. All non-qualified pension benefits for Corporate Pilots are considered earned and vested after December 31, 2004 and are therefore payable under this Plan and not the Pre-2005 Plan.
2.030
Subject to the provisions of Section 2.040, for Retirement distributions that commence prior to the Delinkage Date, any benefit payable under this Plan shall be paid to or in respect of the Participant in the same manner and at the same time and form that benefits become payable under the Company Pension Plan.
2.035
For distributions that commence on and after the Delinkage Date, the distribution provisions of the Company Pension Plan shall have no application to this Plan. Effective for distributions that commence on and after the Delinkage Date, distribution to a Participant of his or her accrued benefit hereunder shall only be made upon the earliest of the Participant's Separation from Service, Retirement, death or, if the Participant has elected a distribution under Section 2.040, a 409A Change





of Control. All such distributions to Participants, as well as distributions made to beneficiaries hereunder, shall be made in the form of lump sum payments (including the value of any supplemental allowance determined under Section 2.025(c)), subject to the following:
(a)
Any lump sum distribution under this Plan shall be the Actuarial Equivalent of the benefit otherwise payable under the Plan.
(b)
Effective for distributions commencing on or after the Delinkage Date, a Participant may make a one-time, irrevocable election to have his or her accrued benefit (including the value of any supplemental allowance determined under Section 2.025(c)) under this Plan paid in (1) no more than ten (10) equal annual installments commencing upon Retirement that are the Actuarial Equivalent of the Participant's accrued benefit under this Plan, or (2) the form of an annuity described in Exhibit A to this Plan. Such election shall only apply to accrued benefits commencing upon Retirement and only if the Actuarial Equivalent lump sum of the Participant's accrued benefit upon Retirement is greater than the amount specified under Section 402(g)(1)(B) of the Code. A Participant may elect any of the forms of annuities or installments without the consent of such election by the Participant's spouse. Any such election to receive installments or an annuity shall be made no later than December 31st immediately preceding the Delinkage Date. Except as otherwise provided in Section 6.005, such election shall be irrevocable.
2.040
Effective as of the Delinkage Date, notwithstanding any other provision of this Plan to the contrary, a Participant (including, for purposes of this Section 2.040, a retiree who is currently receiving benefits under this Plan) may elect to have the benefits due hereunder paid as an Actuarial Equivalent lump sum in the event of the occurrence of a 409A Change of Control, subject to the following:
(a)
To be effective, the election must be made in writing and filed with the Committee no later than the December 31st immediately preceding the Delinkage Date.
(b)
Subject to Section 6.005, such election shall be irrevocable.
(c)
Lump sum payments to be made under this Section 2.040 to Participants or, in the case of the Participant's death, to the Participant's beneficiary shall be made within forty-five (45) days following the 409A Change of Control.
(d)
Notwithstanding the foregoing, if the Participant does not file a timely written or electronic election in accordance with Section 2.040(a) to receive or not receive his or her accrued benefit under the Plan in a lump sum upon a 409A Change of Control, then such Participant's accrued benefit under the Plan will automatically be paid in a lump sum upon a 409A Change of Control.
(e)
For purposes of calculating the amount of the lump-sum distribution under this Plan, Participants who have attained age 50 but not attained age 55 at the time of a 409A Change of Control, shall be treated as if they were separated from service by reason of Layoff-Slide. For purposes of calculating the amount of the lump sum distribution under this Plan, Participants, who are age 55 or older at the time of a 409A Change of Control, shall be treated as if they were separated from service by reason of Retirement.
2.045
Effective as of the Delinkage Date, with respect to distributions which are payable to a Participant or, in the event of the Participant's death, to his beneficiary:





(a)
Subject to Section 6.010, any lump sum payments shall be paid within the sixty (60) day period following the close of the calendar year which includes the Participant's Separation from Service, Retirement or, if applicable, death.
(b)
Subject to Section 6.010, each annual installment payable shall be paid within the sixty (60) day period following the close of each calendar year during the payment period, commencing with the calendar year following the year which includes the Participant's Retirement or, if applicable, death.
2.050
Effective as of the Delinkage Date, notwithstanding any other provision of the Plan to the contrary, in the event that a Participant dies prior to commencement of distribution of his accrued benefit under the Plan, the Participant's accrued benefit under this Plan shall be paid in a lump sum to his designated beneficiary within the sixty (60) day period following the close of the calendar year which includes the Participant's death. For purposes of this Section 2.050, the Participant's accrued benefit shall be the present value of the accrued benefit payable in the form of a preretirement death benefit under the Company Pension Plan without regard to the Benefit Limitation and Compensation Limit, reduced by the present value of the accrued benefit payable in the form of the preretirement death benefit pursuant to the Company Pension Plan. The beneficiary of such preretirement death benefit shall be designated as follows:
(a)
A Participant who is unmarried on the date of such beneficiary designation may designate any person or persons as his beneficiary or beneficiaries (both principal as well as contingent) to whom distribution under this Plan shall be made in the event of his death prior to distribution of his accrued benefit under the Plan. In the absence of such designation, the succession of beneficiaries, as specified in Section 8.020 of the Company Pension Plan shall be controlling.
(b)
Notwithstanding any other provision of this Plan, in the event that a Participant is married or is legally separated on the date of his death and the Participant dies prior to commencement of distribution of benefits under this Plan, the Participant's surviving spouse shall be the beneficiary of the Participant's benefit under this Plan.
2.055
Notwithstanding any other provision of this Plan to the contrary, if the Participant dies after commencement of distribution of his accrued benefit under the Plan (or, if applicable, prior to the completion of installment payments), such benefit will be paid in the form elected pursuant to Section 2.035.
2.060
Notwithstanding any other provision of this Plan to the contrary, in the event that a Participant Separates from Service prior to the Delinkage Date and prior to distribution of benefits under the Plan, any benefit payable under this Plan shall be paid to or in respect of the Participant in an Actuarial Equivalent lump sum within the sixty (60) day period following the close of the calendar year immediately preceding the Delinkage Date.
ARTICLE III
CLAIMS PROCEDURE

3.000
Any person claiming a right to participate in this Plan, claiming a benefit under this Plan or requesting information under this Plan shall present the claim or request in writing to the Company's Vice President, Total Remuneration (or such other person as shall be designated by the Committee), who shall respond in writing within ninety (90) days following the receipt of the request. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the





time limit shall be extended by an additional ninety (90) days.
3.005
If the claim or request is denied, the written notice of denial shall state:
(a)
the reasons for denial and specific references to pertinent Plan provisions on which the denial is based;
(b)
a description of any additional material or information required and an explanation of why it is necessary; and
(c)
an explanation of this Plan's claim review procedure.
3.010
A claimant whose claim is denied (or his duly authorized representative) may, within sixty (60) days after receipt of denial of the claim: (a) submit a written request for review to the Committee (or its delegate); (b) review pertinent documents; and (c) submit issues and comments in writing.
3.015
A decision on a request for review shall normally be made within sixty (60) days after the date of such request. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be extended by an additional sixty (60) days. The decision shall be in writing and shall be final and binding on all parties concerned.
ARTICLE IV
AMENDMENT AND TERMINATION; MISCELLANEOUS PROVISIONS

4.000
The Board of Directors shall have the power to amend, suspend or terminate this Plan at any time, except that no such action shall adversely affect rights with respect to any benefit without the consent of the person affected. Notwithstanding the foregoing, except as otherwise permitted by Section 409A, in the event of any termination of the Plan, any benefit payable under the Plan shall continue to be paid in accordance with the terms of the Plan in effect on the date of Plan termination.
4.005
This Plan shall be interpreted and administered by the Committee. All interpretations and decisions by the Committee in connection with the administration of the Plan shall be final, conclusive and binding on all Participants and any beneficiary or other person claiming under or through any Participant, in the absence of clear and convincing evidence that the Committee acted arbitrarily and capriciously; provided, that interpretations by the Plan Administrator of those provisions of the Company Pension Plan which are also applicable to this Plan shall be binding on the Committee.
The Committee shall have the authority to deviate from the literal terms of the Plan to the extent it shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law. Any individual serving on the Committee, or as Plan Administrator, who is a Participant will not vote or act on any matter relating solely to himself or herself.
Notwithstanding any other provision of this Plan to the contrary, upon and after the occurrence of a Change of Control, the Plan will be administered by the Third-Party Administrator. The Third-Party Administrator will have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited, to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change of Control, such administrator will have no power to direct the investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan or Trust.
Upon and after the occurrence of a Change of Control, the Company will be required to:





(a)
pay all reasonable administrative expenses and fees of the Third-Party Administrator;
(b)
indemnify the Third-Party Administrator against any costs, expenses and liabilities including, without limitation, attorney's fees and expenses arising in connection with the performance of such administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the said administrator or its employees or agents;
(c)
supply full and timely information to the Third-Party Administrator on all matters relating to the Plan, the Trust, the Participants and any surviving spouses and contingent annuitants, the benefits of the Participants, the date of circumstances of the Retirement, death or Separation from Service of the Participants, and such other pertinent information as the Third-Party Administrator may reasonably require; and
(d)
upon and after a Change of Control, the Third Party Administrator may not be terminated by the Company and may only be terminated (and a replacement appointed) by the Trustee, but only with the approval of the Ex-CEO (as defined in Section 1.170).
4.010
This Plan is an unfunded employee benefit plan primarily for providing benefits to an identified group of management or highly compensated employees of the Company and is also an excess benefit plan (as defined by Section 3(36) of ERISA). This Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA. Participants and their beneficiaries, estates, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company or its Affiliates. Any and all of the assets of the Company and its Affiliates shall be, and remain, the general, unpledged, unrestricted assets of the Company and its Affiliates. The Company's and any Affiliate's sole obligation under this Plan shall be merely that of an unfunded and unsecured promise of the Company or such Affiliate to pay money in the future.
4.015
Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey, in advance of actual receipt, any interest he may have hereunder. A Participant's rights to benefits described herein are and shall be nonassignable and nontransferable prior to actual distribution as provided by this Plan. Any such attempted assignment or transfer shall be ineffective with respect to the Company and with respect to any Affiliate, and the Company's and any Affiliate's sole obligation shall be to distribute benefits to Participants, their beneficiaries or estates as appropriate. No part of any Participant's benefits hereunder shall, prior to actual payment as provided by this Plan, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor shall any such benefits be transferable by operation of law in the event of a Participant's or any other persons bankruptcy or insolvency, except as otherwise required by law.
4.020
This Plan shall not be deemed to constitute a contract of employment between the Company or any of its Affiliates and any Participant, and no Participant, beneficiary or estate shall have any right or claim against the Company or any of its Affiliate under this Plan except as may otherwise be specifically provided in this Plan. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or any Affiliate or to interfere with the right of the Company or any Affiliate to discipline, discharge or change the status of a Participant at any time.
4.025
A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee or its delegates in order to facilitate proper administration (including distributions to and in respect of Participants) of this Plan and by taking such other action as may be reasonably





requested by the Committee or its delegate.
4.030
Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the State of Iowa. In the event that any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan, which shall be construed and enforced as if such illegal or invalid provision were not included in this Plan. The provisions of this Plan shall bind and obligate the Company and its Affiliates and their successors, including, but not limited to, any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company or its Affiliates and their successors of any such company or other business entity.
4.035
All words used in this Plan in the masculine gender shall be construed as if used in the feminine gender where appropriate. All words used in this Plan in the singular or plural shall be construed as if used in the plural or singular where appropriate.
ARTICLE 5
TRUST

5.000
Establishment of the Trust . The Company shall establish the Trust (which may be referred to herein as a “Rabbi Trust”). The Trust shall become irrevocable upon a Change of Control (to the extent not then irrevocable). Notwithstanding any other provision of this Plan to the contrary, the Trust shall not become irrevocable or funded with respect to this Plan upon the occurrence of an event described in Section 1.030(d). After the Trust has become irrevocable with respect to the Plan, except as otherwise provided in Section 12 of the Trust, the Trust shall remain irrevocable with respect to the Plan until all benefits due under this Plan and benefits and account balances due to any participants and beneficiaries under any other plan covered by the Trust have been paid in full. Upon establishment of the Trust, the Company shall provide for funding of the Trust in accordance with the terms of the Trust.
5.005
Interrelationship of the Plan and the Trust . The provisions of the Plan and any Participant's Participation Agreement Form will govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust will govern the rights of the Company and its Affiliates, Participants and the creditors of the Company and its Affiliates to the assets transferred to the Trust. The Company and each of its Affiliates employing any Participant will at all times remain liable to carry out their obligations under the Plan.
5.010
Distributions From the Trust . The Company's and each of its Affiliate's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution will reduce their obligations under this Plan.
5.015
Rabbi Trust . The Rabbi Trust shall:
(a)
be a non-qualified grantor trust which satisfies in all material respects the requirement of Revenue Procedure 92-64, 1992-2 CB 122 (or any successor Revenue Procedure or other applicable authority);
(b)
be irrevocable upon a 409A Change of Control, to the extent not then irrevocable (other than an event described in Section 1.030(d)); and
(c)
provide that any successor trustee shall be a bank trust department or other party that may be





granted corporate trustee powers under state law.

ARTICLE VI
SECTION 409A

6.000
Section 409A Generally . This Plan is intended to comply with Section 409A. Notwithstanding any other provision of this Plan to the contrary, the Company makes no representation that this Plan or any benefit payable under this Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to this Plan.
6.005
Changes in Elections . Effective as of the Delinkage Date, notwithstanding any other provision of this Plan to the contrary, once an election is made pursuant to this Plan it shall be irrevocable unless all of the following conditions are met:
(a)
the election to change the time or form of payment, including a payment that is to be made upon a fixed date or schedule of dates, will not become effective until the date that is one year after the date on which the election to make the change is made ( i.e. , the election must be made at least one year prior to Retirement or, if applicable, a Change of Control); and
(b)
except with respect to any payment to be made upon the death of a Participant, the form of payment, as changed, will defer payment of the Participant's accrued benefit until at least five (5) years later than the date that payment of such Participant's accrued benefit would otherwise have been made under this Plan.
The Participant's benefits payable at the deferred payment date as a single life annuity shall be the Actuarial Equivalent of the payments that would have been payable had there been no delay in payment. If the form of payment elected at the deferred payment date is a life annuity option other than a single life annuity, the adjustment for the elected form will be based on the Participant's age, and the beneficiary's age if applicable, at the deferred retirement date.
The entitlement to a life annuity is treated as the entitlement to a single payment. Notwithstanding the above, to the extent permitted under Code Section 409A and permitted by the Plan Administrator, a Participant may change the form of distribution from one type of life annuity to another type of life annuity before the annuity commencement date without having to delay the payment commencement date at least five years, provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions.
For purposes of Section 6.005(b), all payments scheduled to be made in the form of installments will be treated as scheduled to be made on the date that the first installment of such series of payments is otherwise scheduled to be made (that is, the installments will be treated as an entitlement to a single payment for purposes of Section 409A).
Once a change in election is made and recorded pursuant to the Plan, such election will be irrevocable unless all of the conditions of this Section 6.005 are met. Notwithstanding any other provision of this Plan to the contrary, a Participant will be permitted to make only one change in election pursuant to this Section 6.005 with respect to the accrued benefit to which such election relates.
With respect to election made by a married Participant whose marriage terminates due to death or





divorce after the Delinkage Date, but prior to the distribution of benefits payable under the Plan, such election made by the Participant for a joint annuity as described in Exhibit A, will be defaulted to a single life annuity without resulting in a change of election as described in this Section 6.005.
6.010
Six Month Wait for Specified Employees . Effective as of the Delinkage Date, notwithstanding any other provision of this Plan to the contrary, to the extent that any accrued benefit payable under the Plan constitute an amount payable upon Separation from Service or Retirement to any Participant under the Plan who is deemed to be a Specified Employee, then such amount will not be paid during the six (6) month period following such Separation from Service or Retirement. If the provisions of this Section 6.010 apply to a Participant who incurs a Separation from Service or Retirement, within the first six (6) months of the calendar year, then such amount will be paid within the first sixty (60) days following the close of the calendar year which includes the Participant's Separation from Service or Retirement. If the provisions of this Section 6.010 apply to a Participant who incurs a Separation from Service or Retirement within the last six (6) months of the calendar year, then such amount will be paid within the first sixty (60) days after June 30th of the calendar year following the year in which includes the Participant's Separation from Service or Retirement. Interest will not accrue with respect to payments delayed under this provision.








Exhibit A
Annuity Options

Annuity Options :
(a)
Participants Without a Spouse . The form of annuity payable to a Participant who does not have a spouse, and who does not otherwise elect shall be paid in the form of a single life annuity with monthly installments for the Participant's life.
(b)
Participants With a Spouse . The forms of annuities available to participant who is married on his annuity starting date will be a single life annuity with monthly installments for the Participant's life and joint annuities with 60%, 75% or 100% continuation options. The monthly payments to a Participant shall be reduced by five percent (5%) if the Participant selects the (60%) continuation option, by percent (10%) if the Participant selects the seventy‑five percent (75%) continuation option, or by fifteen percent (15%) if the Participant selects the one hundred percent (100%) continuation option. The amount of the monthly benefit payable to such surviving spouse shall equal the percentage selected of the reduced monthly benefit payable to such Participant.






Exhibit 10-s-1

Rockwell Collins, Inc.
Non-Employee Director Compensation Summary
Effective April 18, 2012

Initial Election to Board
Granted Restricted Stock Units under our 2006 Long-Term Incentives Plan (the “Plan”) with a value equal to
$100,000 plus
$110,000 multiplied by a fraction where the numerator is the number of days until the next Annual Meeting of Shareowners and the denominator is 365.

Annual Retainer
$100,000 payable in equal quarterly installments at the beginning of each quarter.

Annual Equity Grant
At each Annual Meeting of Shareowners, granted Restricted Stock Units under the Plan with a value of $110,000.

Annual Committee Chair Fees
Audit - $10,000
Compensation - $10,000
Nominating and Governance - $5,000
Technology - $5,000
All chair fees are payable in equal quarterly installments at the beginning of each quarter.

Annual Audit Committee Fees
Each Audit Committee member, other than the Chair, receives $5,000, which is payable in equal quarterly installments at the beginning of each quarter.

Annual Deferral Opportunity
Prior to the start of each calendar year, a non-employee director may elect to defer all or a portion of his or her cash fees by electing to receive Restricted Stock Units in lieu thereof.






Exhibit 31.1

CERTIFICATION
 
I, Clayton M. Jones, Chairman, President and Chief Executive Officer of Rockwell Collins, Inc., certify that:
 
1.
I have reviewed the quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Rockwell Collins, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:      July 24, 2012
/s/ Clayton M. Jones
 
Clayton M. Jones
 
Chairman, President and
 
Chief Executive Officer




Exhibit 31.2

CERTIFICATION
 
I, Patrick E. Allen, Senior Vice President and Chief Financial Officer of Rockwell Collins, Inc., certify that:

1.
I have reviewed the quarterly report on Form 10-Q for the quarter ended June 30, 2012 of Rockwell Collins, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:      July 24, 2012
/s/ Patrick E. Allen
 
Patrick E. Allen
 
Senior Vice President and
 
Chief Financial Officer




Exhibit 32.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rockwell Collins, Inc. (the Company) on Form 10-Q for the quarter ended June 30, 2012 (the Report) filed with the Securities and Exchange Commission, I, Clayton M. Jones, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Company’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:      July 24, 2012
/s/ Clayton M. Jones
 
Clayton M. Jones
 
Chairman, President and
 
Chief Executive Officer




Exhibit 32.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rockwell Collins, Inc. (the Company) on Form 10-Q for the quarter ended June 30, 2012 (the Report) filed with the Securities and Exchange Commission, I, Patrick E. Allen, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Company’s Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:      July 24, 2012
/s/ Patrick E. Allen
 
Patrick E. Allen
 
Senior Vice President and
 
Chief Financial Officer