Delaware (State or other jurisdiction of incorporation or organization) |
52-2314475 (I.R.S. Employer Identification No.) |
|
400 Collins Road NE Cedar Rapids, Iowa (Address of principal executive offices) |
52498 (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $.01 per share (including the associated Preferred Share Purchase Rights) |
New York Stock Exchange |
(1) | Certain information contained in the Annual Report to Shareowners of the registrant for the fiscal year ended September 30, 2007 is incorporated by reference into Part I, Part II and Part IV. |
(2) | Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of the registrant to be held on February 12, 2008 is incorporated by reference into Part III. |
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| Communications systems and products designed to help customers transfer information across the communications spectrum, ranging from Very Low and Low Frequency to High, Very High and Ultra High Frequency to satellite communications. | ||
| Military data link systems and products. | ||
| Navigation systems and products, including radio navigation systems, global positioning systems (GPS), handheld navigation systems and multi-mode receivers. | ||
| Subsystems for the flight deck that combine flight operations with navigation and guidance functions and that can include flight controls and displays, information/data processing and communications, navigation and/or safety and surveillance systems. | ||
| Cockpit display systems, including flat panel, multipurpose, wide fields of view, head up, head down and helmet mounted displays for tactical fighter and attack aircraft. | ||
| Integrated computer systems for future combat systems. | ||
| Simulation and training systems, including visual system products, training systems and engineering services. | ||
| Maintenance, repair, parts and after-sales support services. |
| The U.S. Army Communications-Electronics Life Cycle Management Command (C-E LCMC) selected us to supply Global Positioning System (GPS) receivers for the Ground-Based GPS Receiver Application Module (GB-GRAM) program. GB-GRAM incorporates the Selective Availability Anti-Spoofing Module (SAASM) security device and fulfills a GPS Wing initiative to migrate to an open architecture system for ground-based embedded military applications. Under the GB-GRAM contract, we are providing a low-cost, 12-channel Miniature Precision Lightweight GPS Receiver Engine SAASM (MPETM-S) as a small, lightweight, third-generation GPS receiver. The MPE-S offers geolocation and precise positioning capabilities for military navigation, tactical communications and battlefield computing requirements. Additional features include the ability to reprogram the unit in the field, dual frequencies, direct-Y acquisition and extended jamming protection. The five-year base contract and an additional five-year option represent a total potential contract value of more than $300 million. | ||
| We were awarded contracts from Thai Aviation Industries, Inc. and Singapore Technologies Aerospace to upgrade C-130 aircraft for the Royal Thai Air Force and Republic of Singapore. Both upgrade programs, which will provide an integrated communication/navigation/surveillance and air traffic management (CNS/ATM) solution, will feature Rockwell Collins Flight2TM avionics. Flight2 avionics augments and enhances aircraft operational capabilities by providing an open systems architecture that interfaces with multiple products, such as weather radar, guidance systems, and flight and situational awareness displays. Flight2 avionics are designed to improve cockpit efficiency, safety and ease of use, while the system provides a plug-and-play capability that allows for growth with evolving requirements. These awards |
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represent the latest in a number of successful CNS/ATM upgrade programs for Rockwell Collins, including the U.S. Air Force C/KC-135 GATM aircraft fleet upgrade and several other international C-130 programs. | |||
| In December 2006, we delivered our 100,000th Defense Advanced Global Positioning System Receiver (DAGR) for use by U.S. and international warfighters and reached the 225,000 unit sales milestone for our Selective Availability Anti-Spoofing Module (SAASM). Primarily used by the U.S. Army, the DAGR is considered the handheld standard for GPS position, navigation and situational awareness. The receiver provides precise timing to synchronize tactical radios for the digital battlespace and includes a graphical user interface designed to greatly enhance the soldiers effectiveness and safety. The Rockwell Collins SAASM is a single, tamper-resistant multi-chip security module that can be combined with other components and software into a complete GPS receiver. | ||
| We were awarded a contract with Eurocopter Deutschland for the development of a German Avionics Management System (GAMS) for the German Army CH-53 G helicopter. The GAMS will be based on Rockwell Collins Common Avionics Architecture System (CAAS) and integrated into the new glass cockpit of the CH-53 G helicopter. The first two qualification/verification aircraft are scheduled for delivery in mid-2009. A majority of the development and production of GAMS is being performed by our facility in Heidelberg, Germany. | ||
| Boeing elevated us to major subcontractor status on the Family of Advanced Beyond Line-of-Sight Terminals (FAB-T), a transformational Department of Defense (DoD) initiative. The announcement was made in conjunction with our receiving an award for an additional $74 million in technology development contract expansions for the first increment of wideband satellite communications (SATCOM) terminals for the program. Boeing cited our outstanding SATCOM execution performance to date on the program. This award adds to our existing $53 million contract for a total current program worth more than $127 million, with opportunities for further expansions in future increments. The FAB-T program will establish a network centric, Software Communications Architecture (SCA) compliant, family of terminals that uses a common open system architecture to link warfighters to different satellites and enable planned incremental capability for robust, secure, global strategic and tactical communications between ground, air and space platforms. FAB-T represents a key building block in the DoDs vision of an integrated battlespace of the future, where networked information and communications systems provide a competitive edge to decision makers and military personnel. | ||
| We announced the introduction of our new Software Defined Radio (SDR) Software Communications Architecture Waveform Development System (SCA WDS). Made possible through a strategic relationship with PrismTech, we will bundle our FlexNet Four Radio with PrismTechs Spectra Software Defined Radio development products. This combination should allow international customers and SDR users to develop their own SCA-compliant waveforms, either new or legacy, on operationally ready FlexNet Four Radio hardware, outside a test or lab environment. This enhanced capability would allow customers to reduce significantly transition time to port newly developed waveforms onto operational hardware as well as to customize their SDRs to host legacy or country-unique waveforms. | ||
| Our visualization systems were selected by Lockheed Martin for Joint Strike Fighter (JSF) pilot training devices and by the UK Ministry of Defence for the UK Armys Aviation Command and Tactics Trainer. We will provide image generator configurations to be installed in a Full-Mission Simulator and a Deployable Mission Rehearsal Trainer, as well as EPXTM technology-based database generation tools and a database preview station, for the JSF program. For the UK Aviation and Tactics Trainer, we were awarded the fifth phase of the Mission Command Trainer (MCT)TM upgrade program which calls for the delivery of 62 channels of the EPX-50 Image Generator, visual databases, avionics, semi automated forces, weapons and after action review upgrades. EPX technology is designed to deliver flexibility, responsiveness, and performance for the most demanding military training requirements and is capable of running on hardware with varying capabilities. | ||
| We acquired Information Technology & Applications Corporation (ITAC), a privately-held engineering and products company that provides intelligence, surveillance, reconnaissance and communications |
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solutions to support the global war on terror and homeland security, in a cash transaction for approximately $37 million. Founded in 1986, ITACs focus is the development of cutting-edge capabilities for warfighters that facilitate access to and use of near real-time geospatial intelligence and other mission-critical information. | |||
| General Dynamics and Rockwell Collins delivered the first Integrated Computer Systems (ICS) for the Future Combat Systems (FCS) program. ICS is the common computing environment for 13 of the 14 platforms in the FCS family of systems, which comprises a network of sensors, unmanned aerial platforms and manned and unmanned ground platforms. The ICS integrates a wide range of traditionally independent computing applications into a single, integrated, secure processing environment and provides FCS-equipped platforms with unprecedented processing, networking, data storage and information assurance capabilities. General Dynamics and Rockwell Collins designed, built, tested and delivered the Current Force ICS on schedule, in just 21 months, in order to support the rapid spin-out of FCS capability into Current Force vehicles. Bradley fighting vehicles, Abrams main battle tanks and Command Variant High-Mobility Multi-purpose Wheeled Vehicles will be equipped with ICS as part of the first spin-out of FCS future force technologies in 2008. | ||
| The United Kingdom Ministry of Defence awarded an $18 million contract to us to meet a war-related urgent operational requirement and provide a suite of products for the next generation Forward Air Controller and Forward Observation Officer (FAC/FOO) system. The FAC/FOO system, as part of the Improved Targeting Geolocation Accuracy program, is comprised of a suite of new lightweight, fully integrated digital hardware and software. At the heart of the system is a tablet computer that hosts the Rockwell Collins Rosetta Joint Fires software package, providing targeting and communication capabilities. The Rockwell Collins Azimuth Augmentation system, an important part of the FAC/FOO package, provides unparalleled targeting precision by correcting Laser Range Finder inaccuracies and enabling the precise delivery of modern GPS-guided weapons. The majority of work for this program will be done at our facility in Reading, England. |
| Integrated avionics systems and products, such as the Pro Line 21 system, which provide advanced avionics such as liquid crystal flight displays, flight management, integrated flight control, automatic flight controls, engine indication and crew alerts. | ||
| Cabin electronics systems and products, including passenger connectivity and entertainment, business support systems, network capabilities, passenger flight information systems and lighting and other environmental controls. | ||
| Communications systems and products, such as data link, High Frequency (HF), Very High Frequency (VHF) and satellite communications systems. | ||
| Navigation systems and products, including multi-mode receivers, radio and geophysical navigation sensors, as well as flight management systems. |
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| Situational awareness and surveillance systems and products, such as Head-Up Guidance Systems, weather radar and collision avoidance systems. | ||
| Flight deck systems and products, which include a broad offering of multi-function cockpit liquid crystal display (LCD) units, cathode ray tube (CRT) display units and head-up displays (HUDs). | ||
| Integrated information systems to provide information management solutions that help improve flight operations, maintenance and cabin services, as well as provide worldwide TV coverage. | ||
| Electro mechanical pilot controls and actuation systems, including horizontal stabilizer and trim actuation systems, throttle quadrants, cockpit petals and other pilot controls. | ||
| Simulation and training systems, including visual system products, training systems and engineering services. | ||
| Maintenance, repair, parts and after-sales support services. |
| Cessna Aircraft Company selected Rockwell Collins Pro Line 21 avionics as standard equipment for its new XLS+ aircraft, scheduled to go into service in 2008, and its new CJ4, scheduled to enter service in 2010. | ||
| Rockwell Collins Pro Line 21 avionics and Airshow 21 Cabin Management System were selected by Raytheon Aircraft Company for its Hawker 750 and Hawker 900 aircraft. | ||
| Boeing selected us to provide the avionics system for its new 747-8 airplane family. We will provide the entire suite of displays, autopilot, communication, navigation, surveillance, maintenance, emergency and data management systems. | ||
| Our airline selectable air transport avionics equipment was selected to be included on various new and currently in service Airbus and Boeing aircraft by Air Berlin, Air China, Avianca Airlines, Continental Airlines, Nippon Cargo Airlines, Shandong Airlines, Shanghai Airlines, Sichuan Airlines, Singapore Airlines, Skybus Airlines and TAP Portugal. The avionics equipment selected by several of these airlines included our WXR-2100 MultiScan Hazard Detection System and our GLU-925 Multi-mode Receiver. | ||
| Boeing Business Jets and Rockwell Collins introduced an Enhanced Vision System (EVS) offering for Boeing Business Jet (BBJ) operators. The Rockwell Collins EVS presents an image of the external environment on the Head-up Guidance System (HGS®) and head-down displays to enhance pilot situational awareness of terrain and the airport environment at night or in poor weather condition situations, thereby increasing the safety and operational capability of the aircraft. | ||
| Cessna selected our VenueTM next-generation digital cabin management system (CMS) for Cessna CJ4 aircraft. The new CMS, which is optimized to meet the size and weight constraints of the light to super-mid jet market, is high definition-capable and integrates a breadth of portable entertainment devices. | ||
| Gulfstream Aerospace selected us to be its fleet wide Head-Up Guidance System (HGS®) supplier. Beginning in late 2008, the Rockwell Collins HGS-6000, an all new digital display featuring advanced active-matrix LCD technology, will be standard equipment on new Gulfstream G450 and G550 aircraft, and optional equipment on new G150, G200, G350 and G500 aircraft. |
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| Hawker Beechcraft selected Rockwell Collins Pro Line 21 avionics, featuring three 8-inch by 10-inch active matrix LCD displays and the Rockwell Collins Integrated Flight Information System, for its King Air C90GT aircraft. | ||
| We reintroduced our eXchangeTM broadband connectivity offering that now features the ARINC SKYLinkSM network service. Under the terms of an agreement with ARINC that is subject to customary closing conditions, we will supply airborne broadband hardware and after sales support, while ARINC SKYLink will provide the Ku-band satellite service. ARINC will continue to provide SKYLink system sales and support until the transition to our eXchange hardware is completed. We are also in negotiations with ViaSat to acquire certain hardware products related to this offering. | ||
| GB Airways will be the launch customer for our new single isle in-flight entertainment offering, dPAVES (digital programmable audio visual system), for its new A 320 aircraft. | ||
| We certified the worlds first raster-only liquid crystal on silicon (LCoS) display system to meet the Federal Aviation Administration (FAA) Level D/ICAO 9625 certification standard on a Boeing Alteon B777 full-flight simulator in December 2006. More raster-only display systems combined with the EP-1000CT image generator have been approved by the following regulatory agencies: Civil Aviation Authority (UK), Civil Aviation Safety Authority (Australia), Direction générale de lAviation civile (France), and FAA. Based on the successful introduction of this display system, we now have over fifty confirmed orders for LCoS-based visual systems. | ||
| We introduced Pro Line FusionTM as our next generation of avionics for the business jet market. A new avionics solution that combines the success of Pro Line 21 with key technological advancements, Pro Line Fusion provides an empowering human interface and extensive situational awareness, while offering information enabled capabilities and flexible, adaptable integration. | ||
| Bombardier selected Rockwell Collins as the avionics systems integrator for its new Global VisionTM flight deck for Global 5000TM and Global Express XRSTM aircraft. This award marks the debut of our avionics in long-range and ultra long-range business jets as well as the debut of Pro Line Fusion, a new avionics offering featuring the most advanced flight deck technology available. The initial offering will feature high resolution 15-inch diagonal LCD displays working in concert with Head-Up Guidance Systems (HGS), graphical flight planning, Synthetic-Enhanced Vision and Rockwell Collins award-winning MultiScan Hazard Detection system. |
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September 30 | ||||||||
2007 | 2006 | |||||||
Commercial Systems |
$ | 1.1 | $ | 0.9 | ||||
Government Systems: |
||||||||
Funded Orders |
2.5 | 2.5 | ||||||
Unfunded Orders |
0.3 | 0.3 | ||||||
Total Backlog |
$ | 3.9 | $ | 3.7 | ||||
| Data Link Solutions LLC (DLS), a joint venture with BAE Systems, plc, for joint pursuit of the worldwide military data link market; | ||
| Vision Systems International, LLC (VSI), a joint venture with Elbit Systems, Ltd., for joint pursuit of helmet mounted cueing systems for the worldwide military fixed wing marketplace; | ||
| Integrated Guidance Systems LLC (IGS), a joint venture with Honeywell International, Inc., for joint pursuit of the development of weapons guidance and navigation solutions; and | ||
| Quest Flight Training Limited, a joint venture with Quadrant Group plc, which provides aircrew training services primarily for the United Kingdom Ministry of Defence. |
| DLS and an industry team successfully demonstrated Multifunctional Information Distribution System Joint Tactical Radio System (MIDS JTRS) capabilities. The demonstration involved a MIDS-JTRS form-fit terminal interfacing with a legacy MIDS Low Volume Terminal (LVT) radio and a Tactical Air Navigation (TACAN) beacon simulator. MIDS JTRS provides an incremental path for migration to an Software Communications Architecture (SCA) compliant architecture and adds three JTRS channels within the MIDS-LVT form factor, while maintaining plug-and-play backward compatibility with the MIDS-LVT for Link 16 and TACAN capabilities. The three additional channels will provide the capability to run other advanced networking waveforms such as Tactical Targeting Network Technology (TTNT), Wideband Networking Waveform, Soldier Radio Waveform, and Mobile User Objective System. DLS is currently developing design specifications and initial hardware for TTNT, and is expecting a contract award in the near future to complete the design, integration, and qualification of this early networking waveform onto MIDS JTRS hardware. The initial host platforms for the new radio are the U.S. Navy F/A-18 and U.S. Air Force Battlefield Airborne Communications Node (BACN). |
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| A Helmet Mounted Display System (HMDS) made by VSI flew for the first time on an F-35 Joint Strike Fighter aircraft. The HMDS provides critical flight information to the pilot throughout the entire mission. In addition to standard HMD capabilities, such as extreme off-axis targeting and cueing offered on VSIs other HMDs, Joint Helmet Mounted Cueing System (JHMCS) and Display & Sight Helmet (DASH), this system fully utilizes the advanced avionics architecture of the F-35. The Joint Strike Fighters HMDS is the industrys lightest binocular HMD with fully integrated night vision capability. The HMDS provides the pilot video with imagery in day or night conditions combined with precision symbology to give the pilot unprecedented situational awareness and tactical capability. Integration of the Joint Strike Fighter HMDS precision head tracking to the JSFs distributed night vision capability creates a sphere of night vision surrounding the airplane resulting in the innovative ability for the pilot to see through the airplane. Also, by virtue of precise head tracking capability and low latency graphics processing, it provides the pilot with a virtual heads-up display (HUD). As a result, the F-35 is the first tactical fighter jet in 50 years to fly without a HUD. | ||
| IGS introduced the IGS-200, a deeply integrated guidance and navigation system. This product is G-hardened for artillery, guidance or other applications, and is the first in a family of integrated products being developed. This deeply integrated guidance system is housed in a lightweight, rugged, low-power package that meets the demands of the militarys gun-hardened projectile and missile applications. Prototypes have demonstrated survivability, having been successfully gun-launched and tested to operate in high-G environments on multiple weapon systems. |
| satellite intelligence products and software applications: the August 2007 acquisition of Information Technology & Applications Corporation; | ||
| software applications: the September 2006 acquisition of Anzus, Inc.; | ||
| digital communications and networking technology: the September 2006 acquisition of IP Unwired Inc.; | ||
| visual systems for military and commercial simulation: the May 2006 acquisition of certain assets of Evans & Sutherland Computer Corporation; and | ||
| military aviation electronics: the April 2005 acquisition of TELDIX GmbH. |
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2007 | 2006 | 2005 | ||||||||||
Customer-funded 1 |
$ | 480 | $ | 443 | $ | 348 | ||||||
Company-funded |
347 | 279 | 243 | |||||||||
Total |
$ | 827 | $ | 722 | $ | 591 | ||||||
1 | Customer-funded research and development includes activities relating to the development of new products and the improvement of existing products for which we are reimbursed by our customers. |
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| dependence on Congressional appropriations and administrative allotment of funds; | ||
| the ability of the U.S. government to terminate, without prior notice, partially completed government programs and contracts that were previously authorized; | ||
| changes in governmental procurement legislation and regulations and other policies which may reflect military and political developments; | ||
| significant changes in contract scheduling or program structure, which generally result in delays or reductions in deliveries; | ||
| intense competition for available United States government business necessitating increases in time and investment for design and development; | ||
| difficulty of forecasting costs and schedules when bidding on developmental and highly sophisticated technical work; | ||
| changes over the life of United States government contracts, particularly development contracts, which generally result in adjustments of contract prices; and | ||
| claims based on United States government work, which may result in fines, the cancellation or suspension of payments or suspension or debarment proceedings affecting potential further business with the United States government. |
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| reductions in demand for aircraft and delayed aircraft delivery schedules; | ||
| deterioration in the financial condition of some of our existing and potential customers, as well as airlines currently in bankruptcy; | ||
| reductions in the need for, or the deferral of, aircraft maintenance and repair services and spare parts support; | ||
| retirement of older generation aircraft, resulting in fewer retrofits and less demand for services for those aircraft; and | ||
| continued historically high fuel costs. |
| delays in the development of the necessary satellite and ground infrastructure by U.S. and foreign governments; | ||
| delays in adopting national and international regulatory standards; | ||
| competitors developing better products; | ||
| failure of our product development investments in communications, navigation and surveillance products that enable airspace management technologies to coincide with market evolution to, and demand for, these products; and | ||
| the ability and desire of customers to invest in products enabling airspace management technologies. |
| laws, regulations and policies of non-U.S. governments relating to investments and operations, as well as U.S. laws affecting the activities of U.S. companies abroad; |
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| changes in regulatory requirements, including imposition of tariffs or embargoes, export controls and other trade restrictions and antitrust and data privacy requirements; | ||
| uncertainties and restrictions concerning the availability of funding, credit or guarantees; | ||
| import and export licensing requirements and regulations; | ||
| uncertainties as to local laws and enforcement of contract and intellectual property rights; and | ||
| rapid changes in government, economic and political policies, political or civil unrest or the threat of international boycotts or U.S. anti-boycott legislation. |
| the difficulty in integrating newly-acquired businesses and operations in an efficient and cost-effective manner and the risk that we encounter significant unanticipated costs or other problems associated with integration; | ||
| the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions; | ||
| the risk that our markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets; | ||
| the risk that we assume significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying parties; | ||
| the potential loss of key employees of the acquired businesses; and | ||
| the risk of diverting the attention of senior management from our existing operations. |
| continued increases in medical costs related to current employees due to increased usage of medical benefits and medical inflation in the United States; |
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| the effect declines in the stock and bond markets have on the performance of our pension plan assets; and | ||
| potential reductions in the discount rate used to determine the present value of our benefit obligations. |
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Owned | Leased | |||||||||||
Facilities | Facilities | Total | ||||||||||
Location | (in thousands of square feet) | |||||||||||
United States |
3,640 | 1,937 | 5,577 | |||||||||
Europe |
329 | 196 | 525 | |||||||||
Canada and Mexico |
| 76 | 76 | |||||||||
Asia Pacific |
| 121 | 121 | |||||||||
South America |
| 7 | 7 | |||||||||
Total |
3,969 | 2,337 | 6,306 | |||||||||
Owned | Leased | |||||||||||
Facilities | Facilities | Total | ||||||||||
Type of Facility | (in thousands of square feet) | |||||||||||
Manufacturing |
1,937 | 721 | 2,658 | |||||||||
Sales, engineering, service and general office space |
2,032 | 1,616 | 3,648 | |||||||||
Total |
3,969 | 2,337 | 6,306 | |||||||||
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Name, Office and Position, and Principal Occupations and Employment | Age | |||
Clayton M. Jones Chairman of the Board of Rockwell Collins since
June 2002; President and Chief Executive Officer of Rockwell
Collins since June 2001 |
58 | |||
Barry M. Abzug Senior Vice President, Corporate Development of
Rockwell Collins since October 2001 |
55 | |||
Patrick E. Allen Senior Vice President and Chief Financial
Officer of Rockwell Collins since January 2005; Vice President and
Controller of Rockwell Collins Commercial Systems business from
January 2004 to December 2004; Vice President, Finance and
Treasurer of Rockwell Collins prior thereto |
43 | |||
John-Paul E. Besong Senior Vice-President, e-Business of
Rockwell Collins since April 2007; Senior Vice President of
e-Business & Lean Electronics of Rockwell Collins from February
2003 to April 2007; Vice President of e-Business & Lean
Electronics of Rockwell Collins prior thereto |
54 | |||
Gary R. Chadick Senior Vice President, General Counsel and
Secretary of Rockwell Collins since July 2001 |
46 | |||
Gregory S. Churchill Executive Vice President and Chief
Operating Officer, Government Systems of Rockwell Collins since
May 2002 |
50 | |||
Ronald W. Kirchenbauer Senior Vice President, Human Resources,
of Rockwell Collins since April 2003; Senior Vice President,
Employee and Workplace Services, of Cadence Design Systems, Inc.
(electronic design technologies and services) prior thereto |
60 | |||
Nan Mattai Senior Vice President, Engineering and Technology of
Rockwell Collins since November 2004; Vice President, Government
Systems Engineering of Rockwell Collins prior thereto |
55 | |||
Jeffrey A. Moore Senior Vice President of Operations of Rockwell
Collins since April 2006; Acting Senior Vice President of
Operations of Rockwell Collins from October 2005 to April 2006;
Vice President of Manufacturing Operations of Rockwell Collins
prior thereto |
54 | |||
Robert K. Ortberg Executive Vice President and Chief Operating
Officer, Commercial Systems of Rockwell Collins since October
2006; Vice President and General Manager, Air Transport Systems of
Rockwell Collins prior thereto |
47 | |||
Marsha A. Schulte Vice President, Finance & Controller of
Rockwell Collins since May 2006; Vice President & Controller,
Operations of Rockwell Collins from January 2004 to May 2006; Vice
President, Strategic & Financial Planning of Rockwell Collins
prior thereto |
50 | |||
17
Name, Office and Position, and Principal Occupations and Employment | Age | |||
Kent L. Statler Executive Vice President, Rockwell Collins
Services since October 2006; Senior Vice President and General
Manager of Rockwell Collins Services from October 2005 to October
2006; Senior Vice President of Operations of Rockwell Collins from
January 2003 to October 2005; Vice President of Manufacturing
Operations of Rockwell Collins prior thereto |
42 | |||
Douglas E. Stenske Treasurer of Rockwell Collins since February
2004; Senior Director, Risk and Asset Management of Rockwell
Collins prior thereto |
41 |
Item 5. | Market for the Companys Common Equity, Related Stockholder Matters and Company Purchases of Equity Securities. |
2007 | 2006 | |||||||||||||||
Fiscal Quarters | High | Low | High | Low | ||||||||||||
First |
$ | 64.31 | $ | 54.38 | $ | 48.80 | $ | 43.25 | ||||||||
Second |
69.91 | 62.45 | 56.63 | 43.49 | ||||||||||||
Third |
72.28 | 64.79 | 60.41 | 49.13 | ||||||||||||
Fourth |
74.69 | 61.25 | 56.61 | 51.34 |
Fiscal Quarters | 2007 | 2006 | ||||||
First |
$ | 0.16 | $ | 0.12 | ||||
Second |
0.16 | 0.12 | ||||||
Third |
0.16 | 0.16 | ||||||
Fourth |
0.16 | 0.16 |
18
Maximum Number | ||||||||||||||
(or Approximate | ||||||||||||||
Total Number of | Dollar Value) of | |||||||||||||
Shares Purchased as | Shares that May Yet | |||||||||||||
Part of Publicly | Be Purchased Under | |||||||||||||
Total Number of | Average Price | Announced Plans or | the Plans or | |||||||||||
Period | Shares Purchased | Paid per Share | Programs | Programs(1) | ||||||||||
July 1, 2007 through
July 31, 2007
|
474,800 | $ | 72.63 | 474,800 | $312 million | |||||||||
August 1, 2007 through
August 31, 2007
|
695,000 | $ | 67.52 | 695,000 | $265 million | |||||||||
September 1, 2007
through
September 30, 2007
|
360,000 | $ | 68.69 | 360,000 | $240 million | |||||||||
Total(2)
|
1,529,800 | $ | 69.38 | 1,529,800 | $240 million |
(1) | On February 13, 2007, we announced that our Board authorized the repurchase of an additional $500 million of our common stock. This authorization has no stated expiration. | |
(2) | In September 2007, we entered into an accelerated share repurchase agreement with an investment bank under which we purchased on October 1, 2007 a total of three million shares of our outstanding common stock for an initial price of $224 million. The initial price will be subject to a purchase price adjustment based on the volume-weighted average price of the Companys shares, less a discount, over a subsequent period of time that ends not later than December 14, 2007. These share repurchases are excluded from this table since they were purchased after the end of the quarter. After taking these repurchases into account, the remaining balance available for future repurchases is $16 million as of October 1, 2007. |
19
20
(c) Number of | ||||||||||||
securities remaining | ||||||||||||
(a) Number of | available for future | |||||||||||
securities to be issued | (b) Weighted-average | issuance under equity | ||||||||||
upon exercise of | exercise price of | compensation plans | ||||||||||
outstanding options, | outstanding options, | (excluding securities | ||||||||||
Plan Category | warrants and rights | warrants and rights | reflected in column (a)) | |||||||||
Equity compensation
plans approved by
security
holders
(1) |
6,489,510 | (2) | $ | 30.99 | 14,839,635 | (3)(4) | ||||||
Equity compensation
plans not approved
by security holders |
None | None | None | |||||||||
Total |
6,489,510 | $ | 30.99 | 14,839,635 |
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(1) | Consists of the following equity compensation plans: 2001 Stock Option Plan, 2001 Long-Term Incentives Plan, Directors Stock Plan and 2006 Long-Term Incentives Plan. | |
(2) | Includes 321,240 performance shares, which is the maximum number of shares that can be issued in the future if maximum performance is achieved under existing performance agreements. Also includes 38,330 restricted stock units (RSUs). Such performance shares and RSUs are not included in the weighted average price calculation. | |
(3) | Also includes 4,459,658 shares available under our Employee Stock Purchase Plan (ESPP), which allows employees to have withheld up to 15 percent of their base compensation toward the purchase of our common stock. Shares are purchased each month by participants at 95 percent of the fair market value on the last day of the month pursuant to the ESPP. | |
(4) | Of the 9,929,905 shares available for future grant under the 2006 Long-Term Incentives Plan, each share issued pursuant to an award of restricted stock, restricted stock units, performance shares and performance units counts as 3 shares against this limit. |
(a) | Financial Statements, Financial Statement Schedules and Exhibits. |
(1) | Financial Statements (all financial statements listed below are those of the Company and its consolidated subsidiaries and are incorporated by reference in Item 8 of this Form 10-K from the 2007 Annual Report). | ||
Consolidated Statement of Financial Position, as of September 30, 2007 and 2006. | |||
Consolidated Statement of Operations, years ended September 30, 2007, 2006 and 2005. | |||
Consolidated Statement of Cash Flows, years ended September 30, 2007, 2006 and 2005. | |||
Consolidated Statement of Shareowners Equity and Comprehensive Income, years ended September 30, 2007, 2006 and 2005. | |||
Notes to Consolidated Financial Statements. | |||
Reports of Independent Registered Public Accounting Firm. | |||
(2) | Financial Statement Schedule for the years ended September 30, 2007, 2006 and 2005. |
Page | ||
Report of Independent Registered Public Accounting Firm
|
S-1 | |
Schedule II Valuation and Qualifying Accounts
|
S-2 |
Schedules not filed herewith are omitted because of the absence of conditions under which they are required or because the information called for is shown in the financial statements or notes thereto. |
22
(3) | Exhibits |
3-a-1
|
Restated Certificate of Incorporation of the Company, as amended, filed as Exhibit 3-a-1 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
3-a-2
|
Certificate of Merger effecting name change of the Company from New Rockwell Collins, Inc. to Rockwell Collins, Inc., filed as Exhibit 3-a-2 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
3-b-1
|
Amended By-Laws of the Company, filed as Exhibit 3-b-1 to the Companys Form 10-Q for quarter ended June 30, 2004, is incorporated herein by reference. | |
4-a-1
|
Rights Agreement dated as of June 28, 2001 by and between the Company and Mellon Investor Services LLC, as Rights Agent, filed as Exhibit 4.1 to the Companys current report on Form 8-K dated July 11, 2001, is incorporated herein by reference. | |
4-a-2
|
Indenture dated as of November 1, 2001 between the Company and Citibank, N.A., as Trustee, filed as Exhibit 4.b to the Companys Registration Statement on Form S-3 (No. 333-72914), is incorporated herein by reference. | |
4-a-3
|
Form of certificate for the Companys 4 3/4% Notes due 2013, filed as Exhibit 4-a to the Companys current report on Form 8-K dated November 21, 2003, is incorporated herein by reference. | |
*10-a-1
|
The Companys 2001 Long-Term Incentives Plan, as amended by the Companys Board of Directors on September 8, 2005, filed as Exhibit 10-a-1 to the Companys Form 10-K for year ended September 30, 2005, is incorporated herein by reference. | |
*10-a-2
|
Forms of Stock Option Agreements under the Companys 2001 Long-Term Incentives Plan, filed as Exhibit 10-a-2 to the Companys Form 10-K for year ended September 30, 2001, are incorporated herein by reference. | |
*10-a-3
|
Form of Stock Option Agreement under the Companys 2001 Long-Term Incentives Plan for stock option grants to the non-executive Chairman of the Board of Directors, filed as Exhibit 10-a-3 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-a-4
|
Form of Restricted Stock Agreement under the Companys 2001 Long-Term Incentives Plan for restricted stock grants to the non-executive Chairman of the Board of Directors, filed as Exhibit 10-a-4 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-a-5
|
The Companys 2006 Long-Term Incentives Plan, attached as Appendix B to the Companys 2006 Proxy Statement dated December 12, 2005, is incorporated herein by reference. | |
*10-a-6
|
The Companys 2006 Annual Incentive Compensation Plan for Senior Executives, attached as Appendix C to the Companys 2006 Proxy Statement dated December 12, 2005, is incorporated herein by reference. | |
*10-a-7
|
Form of Restricted Stock Unit Award under the Companys 2006 Long-Term Incentives Plan, filed as Exhibit 10.1 to the Companys Form 8-K dated February 7, 2006, is incorporated herein by reference. | |
*10-a-8
|
Forms of Stock Option Agreements under the Companys 2006 Long-Term Incentives Plan filed as Exhibit 10-a-8 to the Companys Form 10-K for year ended September 30, 2006, is incorporated herein by reference. | |
*10-a-9
|
2001 Long-Term Incentives Plan, as amended. | |
*10-a-10
|
2006 Long-Term Incentives Plan, as amended. | |
*10-a-11
|
2006 Annual Incentive Compensation Plan for Senior Executives, as amended. |
23
*10-b-1
|
The Companys Directors Stock Plan, adopted by the Companys Board of Directors on June 1, 2001 and approved by the Companys shareowners at the 2002 Annual Meeting of Shareowners, filed as Exhibit 10.2 to the Companys Registration Statement on Form 10 (File No. 001-16445) (the Form 10), is incorporated herein by reference. | |
*10-b-2
|
Form of Stock Option Agreement under the Companys Directors Stock Plan, filed as Exhibit 10-b-2 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-b-3
|
Form of Restricted Stock Agreement under the Companys Directors Stock Plan, filed as Exhibit 10-b-3 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-c-1
|
The Companys Annual Incentive Compensation Plan for Senior Executive Officers, adopted by the Companys Board of Directors on June 1, 2001 and approved by the Companys shareowners at the 2002 Annual Meeting of Shareowners, filed as Exhibit 10.4 to the Form 10, is incorporated herein by reference. | |
*10-d-1
|
The Companys Incentive Compensation Plan, adopted by the Companys Board of Directors on June 11, 2003, filed as Exhibit 10-d-1 to the Companys Form 10-Q for quarter ended June 30, 2003, is incorporated herein by reference. | |
*10-d-2
|
The Companys Incentive Compensation Plan, as amended. | |
*10-e-1
|
The Companys 2001 Stock Option Plan, adopted by the Companys Board of Directors on June 1, 2001, filed as Exhibit 10.3 to the Form 10, is incorporated herein by reference. | |
*10-f-1
|
The Companys Deferred Compensation Plan, adopted by the Companys Board of Directors on June 13, 2001, filed as Exhibit 10-f-1 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-f-2
|
The Companys Deferred Compensation Plan, as amended. | |
*10-f-3
|
The Companys 2005 Deferred Compensation Plan. | |
*10-g-1
|
The Companys Non-Qualified Savings Plan, adopted by the Companys Board of Directors on June 13, 2001, filed as Exhibit 10-g-1 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-g-2
|
The Companys Non-Qualified Savings Plan, as amended. | |
*10-g-3
|
The Companys 2005 Non-Qualified Savings Plan. | |
*10-h-1
|
The Companys Non-Qualified Pension Plan, adopted by the Companys Board of Directors on June 13, 2001, filed as Exhibit 10-h-1 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-h-2
|
The Companys Memorandum of Proposed Amendments to the Non-Qualified Pension Plan, adopted by the Companys Board of Directors on November 6, 2003, filed as Exhibit 10-h-2 to the Companys Form 10-Q for quarter ended December 31, 2003, is incorporated herein by reference. | |
*10-h-3
|
The Companys Non-Qualified Pension Plan, as amended. | |
*10-h-4
|
The Companys 2005 Non-Qualified Pension Plan. | |
*10-i-1
|
The Companys Master Trust Deferred Compensation and Non-Qualified Savings and Non-Qualified Pension Plans, adopted by the Companys Board of Directors on June 13, 2001, filed as Exhibit 10-i-1 to the Companys Form 10-K for year ended September 30, 2001, is incorporated herein by reference. | |
*10-i-2
|
The Companys Master Trust, as amended. |
24
10-k-1
|
Distribution Agreement dated as of June 29, 2001 by and among Rockwell International Corporation, the Company and Rockwell Scientific Company LLC, filed as Exhibit 2.1 to the Companys current report on Form 8-K dated July 11, 2001, is incorporated herein by reference. | |
10-l-1
|
Employee Matters Agreement dated as of June 29, 2001 by and among Rockwell International Corporation, the Company and Rockwell Scientific Company LLC, filed as Exhibit 2.2 to the Companys current report on Form 8-K dated July 11, 2001, is incorporated herein by reference. | |
10-m-1
|
Tax Allocation Agreement dated as of June 29, 2001 by and between Rockwell International Corporation and the Company, filed as Exhibit 2.3 to the Companys current report on Form 8-K dated July 11, 2001, is incorporated herein by reference. | |
*10-n-1
|
Form of Change of Control Agreement between the Company and certain executives of the Company (Three-Year Agreement) as amended. | |
*10-n-2
|
Schedule identifying executives of the Company who are party to a Change of Control Agreement (Three-Year Agreement). | |
10-o-1
|
Five-Year Credit Agreement dated as of May 24, 2005 among the Company, the Banks listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent, filed as Exhibit 99 to the Companys Form 8-K dated May 24, 2005, is incorporated herein by reference. | |
10-o-2
|
Amendment No. 1 dated as of March 7, 2007 to the Five-Year Credit Agreement dated as of May 24, 2005 among us, the Banks listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent, filed as Exhibit 99 to the Companys Form 8-K dated March 7, 2007, is incorporated herein by reference. | |
*10-p-1
|
Form of Three-Year Performance Unit Agreement for Persons With a Change of Control Agreement under the Companys 2001 Long-Term Incentives Plan, filed as Exhibit 10-p-1 to the Companys Form 10-K for year ended September 30, 2004, is incorporated herein by reference. | |
*10-p-2
|
Form of Three-Year Performance Unit Agreement for Persons Not With a Change of Control Agreement under the Companys 2001 Long-Term Incentives Plan, filed as Exhibit 10-p-2 to the Companys Form 10-K for year ended September 30, 2004, is incorporated herein by reference. | |
*10-q-1
|
Form of Three-Year Performance Awards Agreement for Persons With a Change of Control Agreement under the Companys 2001 Long-Term Incentives Plan, filed as Exhibit 10-q-1 to the Companys Form 10-K for year ended September 30, 2005, is incorporated herein by reference. | |
*10-q-2
|
Form of Three-Year Performance Awards Agreement for Persons Not With a Change of Control Agreement under the Companys 2001 Long-Term Incentives Plan, filed as Exhibit 10-q-2 to the Companys Form 10-K for year ended September 30, 2005, is incorporated herein by reference. | |
*10-q-3
|
Form of Three-Year Performance Awards Agreement for Persons With a Change of Control Agreement under the Companys 2006 Long-Term Incentives Plan, filed as Exhibit 10-q-3 to the Companys Form 10-K for year ended September 30, 2006, is incorporated herein by reference. | |
*10-q-4
|
Form of Three-Year Performance Awards Agreement for Persons Not With a Change of Control Agreement under the Companys 2006 Long-Term Incentives Plan , filed as Exhibit 10-q-4 to the Companys Form 10-K for year ended September 30, 2006, is incorporated herein by reference. | |
*10-q-5
|
Form of Three-Year Performance Share Agreement for Persons With a Change of Control Agreement under the Companys 2006 Long-Term Incentives Plan. | |
*10-q-6
|
Form of Three-Year Performance Share Agreement for Persons Not With a Change of Control Agreement under the Companys 2006 Long-Term Incentives Plan. | |
*10-s-1
|
Non-Employee Directors Compensation Summary. | |
10-t-1
|
Purchase Agreement dated August 16, 2005, between Company and UBS AG, London Branch acting through UBS Securities LLC (TRANCHE 1), filed as Exhibit 10.1 to the Companys Form 8-K dated August 16, 2005, is incorporated herein by reference. |
25
10-t-2
|
Purchase Agreement dated August 16, 2005, between Company and UBS AG, London Branch acting through UBS Securities LLC (TRANCHE 2), filed as Exhibit 10.2 to the Companys Form 8-K dated August 16, 2005, is incorporated herein by reference. | |
10-t-3
|
Purchase Agreement dated September 26, 2006, between the Company and Bank of America, N.A., filed as Exhibit 10.1 to the Companys Form 8-K dated September 26, 2006, is incorporated herein by reference. | |
12
|
Statement re: Computation of Ratio of Earnings to Fixed Charges. | |
13
|
Portions of the 2007 Annual Report to Shareowners of the Company incorporated herein by reference. | |
21
|
List of subsidiaries of the Company. | |
23
|
Consent of Independent Registered Public Accounting Firm. | |
24
|
Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the Company. | |
31.1
|
Section 302 Certification of Chief Executive Officer. | |
31.2
|
Section 302 Certification of Chief Financial Officer. | |
32.1
|
Section 906 Certification of Chief Executive Officer. | |
32.2
|
Section 906 Certification of Chief Financial Officer. |
* | Management contract or compensatory plan or arrangement. |
26
Rockwell Collins, Inc. |
||||
By | /s/ Gary R. Chadick | |||
Gary R. Chadick | ||||
Senior Vice President, General Counsel and Secretary |
/s/ Clayton M. Jones | Chairman of the Board, President and Chief Executive | |||
Clayton M. Jones | Officer (principal executive officer) | |||
Donald R. Beall* | Director | |||
Anthony J. Carbone* | Director | |||
Michael P.C. Carns* | Director | |||
Chris A. Davis* | Director | |||
Mark Donegan* | Director | |||
Andrew J. Policano* | Director | |||
Cheryl L. Shavers* | Director | |||
Joseph F. Toot, Jr.* | Director | |||
/s/Patrick E. Allen | Senior Vice President and Chief Financial Officer | |||
Patrick E. Allen | (principal financial officer) | |||
/s/ Marsha A. Schulte | Vice President, Finance and Controller | |||
Marsha A. Schulte | (principal accounting officer) |
*By
|
/s/ Gary R. Chadick | |||
** | By authority of the powers of attorney filed herewith. |
27
Balance at | Charged to | Balance at | ||||||||||||||||||
Beginning | Costs and | End of | ||||||||||||||||||
Description | of Year | Expenses | Other | Deductions (a) | Year | |||||||||||||||
Year ended September 30, 2007: |
||||||||||||||||||||
Allowance for doubtful accounts |
$ | 12 | $ | | $ | | $ | (3 | ) | $ | 9 | |||||||||
Allowance for excess and obsolete
inventories |
110 | 21 | 1 | (b) | (33 | ) | 99 | |||||||||||||
Year ended September 30, 2006: |
||||||||||||||||||||
Allowance for doubtful accounts |
11 | 1 | | | 12 | |||||||||||||||
Allowance for excess and
obsolete
inventories |
103 | 13 | 12 | (c) | (18 | ) | 110 | |||||||||||||
Year ended September 30, 2005: |
||||||||||||||||||||
Allowance for doubtful accounts |
16 | 1 | | (6 | ) | 11 | ||||||||||||||
Allowance for excess and
obsolete
inventories |
102 | 21 | 9 | (d) | (29 | ) | 103 |
(a) | Amounts written off. | |
(b) | Amount represents foreign currency fluctuations for non-U.S. dollar denominated balances. | |
(c) | Amount relates to acquisition of the E&S Simulation Business. | |
(d) | Amount relates to the TELDIX GmbH acquisition. |
Exhibit | ||
Number | Description | |
*10-a-9
|
2001 Long-Term Incentives Plan, as amended. | |
*10-a-10
|
2006 Long-Term Incentives Plan, as amended. | |
*10-a-11
|
2006 Annual Incentive Compensation Plan for Senior Executives, as amended. | |
*10-d-2
|
The Companys Incentive Compensation Plan, as amended. | |
*10-f-2
|
The Companys Deferred Compensation Plan, as amended. | |
*10-f-3
|
The Companys 2005 Deferred Compensation Plan. | |
*10-g-2
|
The Companys Non-Qualified Savings Plan, as amended. | |
*10-g-3
|
The Companys 2005 Non-Qualified Savings Plan. | |
*10-h-3
|
The Companys Non-Qualified Pension Plan, as amended. | |
*10-h-4
|
The Companys 2005 Non-Qualified Pension Plan. | |
*10-i-2
|
The Companys Master Trust, as amended. | |
*10-n-1
|
Form of Change of Control Agreement between the Company and certain executives of the Company (Three-Year Agreement), as amended. | |
*10-n-2
|
Schedule identifying executives of the Company who are party to a Change of Control Agreement (Three-Year Agreement). | |
*10-q-5
|
Form of Three-Year Performance Share Agreement for Persons With a Change of Control Agreement under the Companys 2006 Long-Term Incentives Plan. | |
*10-q-6
|
Form of Three-Year Performance Share Agreement for Persons Not With a Change of Control Agreement under the Companys 2006 Long-Term Incentives Plan. | |
*10-s-1
|
Non-Employee Directors Compensation Summary. | |
12
|
Statement re: Computation of Ratio of Earnings to Fixed Charges. | |
13
|
Portions of the 2007 Annual Report to Shareowners of the Company incorporated herein by reference. | |
21
|
List of subsidiaries of the Company. | |
23
|
Consent of Independent Registered Public Accounting Firm. | |
24
|
Powers of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of the Company. | |
31.1
|
Section 302 Certification of Chief Executive Officer. | |
31.2
|
Section 302 Certification of Chief Financial Officer. | |
32.1
|
Section 906 Certification of Chief Executive Officer. | |
32.2
|
Section 906 Certification of Chief Financial Officer. |
* | Management contract or compensatory plan or arrangement. |