|
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)
|
Large
accelerated filer þ
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do not check if a smaller
reporting company)
|
Smaller
reporting company ¨
|
|
Page No.
|
||||||||
PART
I.
|
FINANCIAL
INFORMATION:
|
|||||||
Item
1.
|
Condensed
Consolidated Financial Statements:
|
|||||||
Condensed
Consolidated Statement of Financial Position (Unaudited) — March 31, 2010
and September 30, 2009
|
2 | |||||||
Condensed
Consolidated Statement of Operations (Unaudited) — Three and Six Months
Ended March 31, 2010 and 2009
|
3 | |||||||
Condensed
Consolidated Statement of Cash Flows (Unaudited) — Six Months Ended March
31, 2010 and 2009
|
4 | |||||||
Notes
to Condensed Consolidated Financial Statements (Unaudited)
|
5 | |||||||
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
22 | ||||||
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
35 | ||||||
Item
4.
|
Controls
and Procedures
|
36 | ||||||
PART
II.
|
OTHER
INFORMATION:
|
|||||||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
37 | ||||||
Item
5.
|
Other
Information
|
37 | ||||||
Item
6.
|
Exhibits
|
39 | ||||||
Signatures
|
40 |
March 31,
|
September 30,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 246 | $ | 235 | ||||
Receivables,
net
|
842 | 913 | ||||||
Inventories,
net
|
1,011 | 943 | ||||||
Current
deferred income taxes
|
144 | 154 | ||||||
Other
current assets
|
89 | 117 | ||||||
Total
current assets
|
2,332 | 2,362 | ||||||
Property
|
718 | 719 | ||||||
Goodwill
|
753 | 695 | ||||||
Intangible
Assets
|
310 | 269 | ||||||
Long-term
Deferred Income Taxes
|
334 | 371 | ||||||
Other
Assets
|
218 | 229 | ||||||
TOTAL
ASSETS
|
$ | 4,665 | $ | 4,645 | ||||
LIABILITIES
AND EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 360 | $ | 366 | ||||
Compensation
and benefits
|
215 | 199 | ||||||
Advance
payments from customers
|
340 | 349 | ||||||
Product
warranty costs
|
199 | 217 | ||||||
Other
current liabilities
|
232 | 228 | ||||||
Total
current liabilities
|
1,346 | 1,359 | ||||||
Long-term
Debt, Net
|
527 | 532 | ||||||
Retirement
Benefits
|
1,121 | 1,254 | ||||||
Other
Liabilities
|
175 | 205 | ||||||
Equity:
|
||||||||
Common
stock ($0.01 par value; shares authorized: 1,000; shares issued:
183.8)
|
2 | 2 | ||||||
Additional
paid-in capital
|
1,398 | 1,395 | ||||||
Retained
earnings
|
2,622 | 2,444 | ||||||
Accumulated
other comprehensive loss
|
(1,076 | ) | (1,080 | ) | ||||
Common
stock in treasury, at cost (shares held: March 31, 2010, 26.3; September
30, 2009, 26.7)
|
(1,453 | ) | (1,469 | ) | ||||
Total
shareowners’ equity
|
1,493 | 1,292 | ||||||
Noncontrolling
interest
|
3 | 3 | ||||||
Total
equity
|
1,496 | 1,295 | ||||||
TOTAL
LIABILITIES AND EQUITY
|
$ | 4,665 | $ | 4,645 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Sales:
|
||||||||||||||||
Product
sales
|
$ | 1,034 | $ | 1,029 | $ | 1,961 | $ | 1,987 | ||||||||
Service
sales
|
108 | 109 | 208 | 209 | ||||||||||||
Total
sales
|
1,142 | 1,138 | 2,169 | 2,196 | ||||||||||||
Costs,
expenses and other:
|
||||||||||||||||
Product
cost of sales
|
756 | 711 | 1,422 | 1,375 | ||||||||||||
Service
cost of sales
|
72 | 74 | 140 | 142 | ||||||||||||
Selling,
general and administrative expenses
|
119 | 118 | 228 | 223 | ||||||||||||
Interest
expense
|
4 | 3 | 10 | 7 | ||||||||||||
Other
income, net
|
(5 | ) | (8 | ) | (8 | ) | (13 | ) | ||||||||
Total
costs, expenses and other
|
946 | 898 | 1,792 | 1,734 | ||||||||||||
Income
before income taxes
|
196 | 240 | 377 | 462 | ||||||||||||
Income
tax provision
|
48 | 76 | 108 | 147 | ||||||||||||
Net
income
|
$ | 148 | $ | 164 | $ | 269 | $ | 315 | ||||||||
Earnings
per share:
|
||||||||||||||||
Basic
|
$ | 0.94 | $ | 1.04 | $ | 1.71 | $ | 1.99 | ||||||||
Diluted
|
$ | 0.93 | $ | 1.03 | $ | 1.69 | $ | 1.98 | ||||||||
Weighted
average common shares:
|
||||||||||||||||
Basic
|
157.1 | 158.1 | 157.1 | 158.1 | ||||||||||||
Diluted
|
159.4 | 159.3 | 159.3 | 159.2 | ||||||||||||
Cash
dividends per share
|
$ | 0.24 | $ | 0.24 | $ | 0.48 | $ | 0.48 |
Six Months Ended
|
||||||||
March 31
|
||||||||
2010
|
2009
|
|||||||
Operating
Activities:
|
||||||||
Net
income
|
$ | 269 | $ | 315 | ||||
Adjustments
to arrive at cash provided by operating activities:
|
||||||||
Depreciation
|
55 | 54 | ||||||
Amortization
of intangible assets
|
18 | 12 | ||||||
Stock-based
compensation expense
|
11 | 10 | ||||||
Compensation
and benefits paid in common stock
|
31 | 32 | ||||||
Tax
benefit from stock-based compensation
|
8 | 0 | ||||||
Excess
tax benefit from stock-based compensation
|
(7 | ) | 0 | |||||
Deferred
income taxes
|
(5 | ) | 19 | |||||
Pension
plan contributions
|
(105 | ) | (84 | ) | ||||
Changes
in assets and liabilities, excluding effects of acquisitions and foreign
currency adjustments:
|
||||||||
Receivables
|
95 | 35 | ||||||
Inventories
|
(85 | ) | (43 | ) | ||||
Accounts
payable
|
(10 | ) | (75 | ) | ||||
Compensation
and benefits
|
16 | (108 | ) | |||||
Advance
payments from customers
|
(10 | ) | (14 | ) | ||||
Income
taxes
|
66 | 39 | ||||||
Other
assets and liabilities
|
(67 | ) | (55 | ) | ||||
Cash
Provided by Operating Activities
|
280 | 137 | ||||||
Investing
Activities:
|
||||||||
Property
additions
|
(59 | ) | (74 | ) | ||||
Acquisition
of businesses, net of cash acquired
|
(94 | ) | (28 | ) | ||||
Acquisition
of intangible assets
|
(3 | ) | (1 | ) | ||||
Cash
Used for Investing Activities
|
(156 | ) | (103 | ) | ||||
Financing
Activities:
|
||||||||
Purchases
of treasury stock
|
(66 | ) | (43 | ) | ||||
Cash
dividends
|
(75 | ) | (76 | ) | ||||
Increase
in short-term borrowings
|
0 | 98 | ||||||
Proceeds
from the exercise of stock options
|
21 | 2 | ||||||
Excess
tax benefit from stock-based compensation
|
7 | 0 | ||||||
Cash
Used for Financing Activities
|
(113 | ) | (19 | ) | ||||
Effect
of exchange rate changes on cash and cash equivalents
|
0 | 0 | ||||||
Net
Change in Cash and Cash Equivalents
|
11 | 15 | ||||||
Cash
and Cash Equivalents at Beginning of Period
|
235 | 175 | ||||||
Cash
and Cash Equivalents at End of Period
|
$ | 246 | $ | 190 |
1.
|
Business
Description and Basis of
Presentation
|
2.
|
Recently
Issued Accounting Standards
|
3.
|
Acquisitions
|
4.
|
Receivables,
Net
|
March 31,
|
September 30,
|
|||||||
(in millions)
|
2010
|
2009
|
||||||
Billed
|
$ | 641 | $ | 734 | ||||
Unbilled
|
257 | 217 | ||||||
Less
progress payments
|
(44 | ) | (27 | ) | ||||
Total
|
854 | 924 | ||||||
Less
allowance for doubtful accounts
|
(12 | ) | (11 | ) | ||||
Receivables,
net
|
$ | 842 | $ | 913 |
5.
|
Inventories,
Net
|
March 31,
|
September 30,
|
|||||||
(in millions)
|
2010
|
2009
|
||||||
Finished
goods
|
$ | 186 | $ | 177 | ||||
Work
in process
|
291 | 262 | ||||||
Raw
materials, parts and supplies
|
337 | 341 | ||||||
Less
progress payments
|
(77 | ) | (77 | ) | ||||
Total
|
737 | 703 | ||||||
Pre-production
engineering costs
|
274 | 240 | ||||||
Inventories,
net
|
$ | 1,011 | $ | 943 |
6.
|
Property
|
March 31,
|
September 30,
|
|||||||
(in millions)
|
2010
|
2009
|
||||||
Land
|
$ | 30 | $ | 30 | ||||
Buildings
and improvements
|
352 | 349 | ||||||
Machinery
and equipment
|
930 | 891 | ||||||
Information
systems software and hardware
|
272 | 259 | ||||||
Furniture
and fixtures
|
62 | 62 | ||||||
Construction
in progress
|
71 | 88 | ||||||
Total
|
1,717 | 1,679 | ||||||
Less
accumulated depreciation
|
(999 | ) | (960 | ) | ||||
Property
|
$ | 718 | $ | 719 |
7.
|
Goodwill
and Intangible Assets
|
Government
|
Commercial
|
|||||||||||
(in millions)
|
Systems
|
Systems
|
Total
|
|||||||||
Balance
at September 30, 2009
|
$ | 496 | $ | 199 | $ | 695 | ||||||
Air
Routing acquisition
|
0 | 56 | 56 | |||||||||
DataPath
adjustment
|
8 | 0 | 8 | |||||||||
Foreign
currency translation adjustments
|
(6 | ) | 0 | (6 | ) | |||||||
Balance
at March 31, 2010
|
$ | 498 | $ | 255 | $ | 753 |
March 31, 2010
|
September 30, 2009
|
|||||||||||||||||||||||
Accum
|
Accum
|
|||||||||||||||||||||||
(in millions)
|
Gross
|
Amort
|
Net
|
Gross
|
Amort
|
Net
|
||||||||||||||||||
Intangible
assets with finite lives:
|
||||||||||||||||||||||||
Developed
technology and patents
|
$ | 212 | $ | (113 | ) | $ | 99 | $ | 214 | $ | (104 | ) | $ | 110 | ||||||||||
Customer
relationships
|
232 | (43 | ) | 189 | 174 | (36 | ) | 138 | ||||||||||||||||
License
agreements
|
20 | (5 | ) | 15 | 17 | (4 | ) | 13 | ||||||||||||||||
Trademarks
and tradenames
|
15 | (10 | ) | 5 | 15 | (9 | ) | 6 | ||||||||||||||||
Intangible
assets with indefinite lives:
|
||||||||||||||||||||||||
Trademarks
and tradenames
|
2 | 0 | 2 | 2 | 0 | 2 | ||||||||||||||||||
Intangible
assets
|
$ | 481 | $ | (171 | ) | $ | 310 | $ | 422 | $ | (153 | ) | $ | 269 |
8.
|
Other
Assets
|
March 31,
|
September 30,
|
|||||||
(in millions)
|
2010
|
2009
|
||||||
Long-term
receivables
|
$ | 85 | $ | 97 | ||||
Investments
in equity affiliates
|
11 | 10 | ||||||
Exchange
and rental assets, net of accumulated depreciation of $105 at March
31, 2010 and $103 at September 30, 2009
|
51 | 50 | ||||||
Other
|
71 | 72 | ||||||
Other
assets
|
$ | 218 | $ | 229 |
|
·
|
Vision
Systems International, LLC (VSI): VSI is a joint venture with
Elbit Systems, Ltd. for the joint pursuit of helmet mounted cueing systems
for the worldwide military fixed wing aircraft
market
|
|
·
|
Data
Link Solutions LLC (DLS): DLS is a joint venture with BAE
Systems, plc for the joint pursuit of the worldwide military data link
market
|
|
·
|
Integrated
Guidance Systems LLC (IGS): IGS is a joint venture with
Honeywell International Inc. for the joint pursuit of integrated precision
guidance solutions for worldwide guided weapons
systems
|
|
·
|
Quest
Flight Training Limited (Quest): Quest is a joint venture with
Quadrant Group plc (Quadrant) that provides aircrew training services
primarily for the United Kingdom Ministry of
Defence
|
9.
|
Other
Current Liabilities
|
March 31,
|
September 30,
|
|||||||
(in millions)
|
2010
|
2009
|
||||||
Customer
incentives
|
$ | 125 | $ | 122 | ||||
Contract
reserves
|
12 | 11 | ||||||
Income
taxes payable
|
18 | 4 | ||||||
Other
|
77 | 91 | ||||||
Other
current liabilities
|
$ | 232 | $ | 228 |
10.
|
Debt
|
March 31,
|
September 30,
|
|||||||
(in millions)
|
2010
|
2009
|
||||||
Principal
amount of 2019 Notes, net of discount
|
$ | 298 | $ | 298 | ||||
Principal
amount of 2013 Notes
|
200 | 200 | ||||||
Principal
amount of variable rate loan due June 2011
|
24 | 26 | ||||||
Fair
value swap adjustment (Notes 16 and 17)
|
5 | 8 | ||||||
Long-term
debt, net
|
$ | 527 | $ | 532 |
11.
|
Retirement
Benefits
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(in millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Service
cost
|
$ | 1 | $ | 1 | $ | 3 | $ | 3 | ||||||||
Interest
cost
|
39 | 42 | 79 | 84 | ||||||||||||
Expected
return on plan assets
|
(52 | ) | (51 | ) | (105 | ) | (100 | ) | ||||||||
Amortization:
|
||||||||||||||||
Prior
service credit
|
(4 | ) | (4 | ) | (9 | ) | (9 | ) | ||||||||
Net
actuarial loss
|
22 | 7 | 45 | 14 | ||||||||||||
Net
benefit expense (income)
|
$ | 6 | $ | (5 | ) | $ | 13 | $ | (8 | ) |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(in millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Service
cost
|
$ | 1 | $ | 0 | $ | 2 | $ | 1 | ||||||||
Interest
cost
|
3 | 4 | 6 | 7 | ||||||||||||
Amortization:
|
||||||||||||||||
Prior
service credit
|
(5 | ) | (5 | ) | (11 | ) | (11 | ) | ||||||||
Net
actuarial loss
|
3 | 2 | 6 | 5 | ||||||||||||
Net
benefit expense
|
$ | 2 | $ | 1 | $ | 3 | $ | 2 |
12.
|
Stock-Based
Compensation
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(in millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Stock-based
compensation expense included in:
|
||||||||||||||||
Product
cost of sales
|
$ | 1 | $ | 1 | $ | 2 | $ | 2 | ||||||||
Service
cost of sales
|
1 | 0 | 1 | 1 | ||||||||||||
Selling,
general and administrative expenses
|
4 | 4 | 8 | 7 | ||||||||||||
Total
|
$ | 6 | $ | 5 | $ | 11 | $ | 10 |
Performance
|
Restricted
|
Restricted
|
||||||||||||||||||||||||||||||
Options
|
Shares
|
Stock
|
Stock Units
|
|||||||||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||||||||||||
Number
|
Average
|
Number
|
Average
|
Number
|
Average
|
Number
|
Average
|
|||||||||||||||||||||||||
(shares in thousands)
|
Issued
|
Fair Value
|
Issued
|
Fair Value
|
Issued
|
Fair Value
|
Issued
|
Fair Value
|
||||||||||||||||||||||||
Six
months ended March 31, 2010
|
790.9 | $ | 12.80 | 190.3 | $ | 53.08 | 56.6 | $ | 53.08 | 24.1 | $ | 53.09 | ||||||||||||||||||||
Six
months ended March 31, 2009
|
1,305.9 | $ | 7.09 | 303.5 | $ | 30.47 | 98.7 | $ | 30.39 | 37.5 | $ | 35.86 |
2010
|
2009
|
|||||||
Grants
|
Grants
|
|||||||
Risk-free
interest rate (U.S. Treasury zero coupon issues)
|
2.69% | 2.37% | ||||||
Expected
dividend yield
|
2.33% | 1.59% | ||||||
Expected
volatility
|
27.00% | 24.00% | ||||||
Expected
life
|
7
years
|
6
years
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(in millions, except per share amounts)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Numerator:
|
||||||||||||||||
Numerator
for basic and diluted earnings per share – Net
income
|
$ | 148 | $ | 164 | $ | 269 | $ | 315 | ||||||||
Denominator:
|
||||||||||||||||
Denominator
for basic earnings per share – weighted
average common shares
|
157.1 | 158.1 | 157.1 | 158.1 | ||||||||||||
Effect
of dilutive securities:
|
||||||||||||||||
Stock
options
|
1.8 | 0.9 | 1.7 | 0.9 | ||||||||||||
Performance
shares, restricted shares and restricted stock units
|
0.5 | 0.3 | 0.5 | 0.2 | ||||||||||||
Dilutive
potential common shares
|
2.3 | 1.2 | 2.2 | 1.1 | ||||||||||||
Denominator
for diluted earnings per share – adjusted
weighted average shares and assumed conversion
|
159.4 | 159.3 | 159.3 | 159.2 | ||||||||||||
Earnings
per share:
|
||||||||||||||||
Basic
|
$ | 0.94 | $ | 1.04 | $ | 1.71 | $ | 1.99 | ||||||||
Diluted
|
$ | 0.93 | $ | 1.03 | $ | 1.69 | $ | 1.98 |
13.
|
Comprehensive
Income
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(in millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Net
income
|
$ | 148 | $ | 164 | $ | 269 | $ | 315 | ||||||||
Unrealized
foreign currency translation adjustment
|
(8 | ) | (7 | ) | (12 | ) | (14 | ) | ||||||||
Foreign
currency cash flow hedge adjustment
|
(3 | ) | 3 | (3 | ) | (2 | ) | |||||||||
Amortization
of defined benefit plan costs
|
10 | 0 | 19 | 0 | ||||||||||||
Comprehensive
income
|
$ | 147 | $ | 160 | $ | 273 | $ | 299 |
14.
|
Other
Income, Net
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(in millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Royalty
income
|
$ | 2 | $ | 3 | $ | 4 | $ | 4 | ||||||||
Earnings
from equity affiliates
|
3 | 2 | 5 | 4 | ||||||||||||
Interest
income
|
1 | 1 | 2 | 3 | ||||||||||||
Other
|
(1 | ) | 2 | (3 | ) | 2 | ||||||||||
Other
income, net
|
$ | 5 | $ | 8 | $ | 8 | $ | 13 |
15.
|
Income
Taxes
|
16.
|
Fair
Value Measurements
|
|
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
|
March 31, 2010
|
September 30, 2009
|
|||||||||
|
Fair Value
|
Fair
Value
|
Fair
Value
|
|||||||
(in
millions)
|
Hierarchy
|
Asset (Liability)
|
Asset (Liability)
|
|||||||
Deferred
compensation plan investments
|
Level
1
|
$ | 35 | $ | 35 | |||||
Interest
rate swap assets
|
Level
2
|
7 | 8 | |||||||
Interest
rate swap liabilities
|
Level
2
|
(2 | ) | 0 | ||||||
Foreign
currency forward exchange contract
assets
|
Level
2
|
4 | 8 | |||||||
Foreign
currency forward exchange contract
liabilities
|
Level
2
|
(11 | ) | (11 | ) |
Asset
(Liability)
|
||||||||||||||||
March
31, 2010
|
September
30, 2009
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
(in
millions)
|
Amount
|
Value
|
Amount
|
Value
|
||||||||||||
Cash
and cash equivalents
|
$ | 246 | $ | 246 | $ | 235 | $ | 235 | ||||||||
Long-term
debt
|
(527 | ) | (553 | ) | (532 | ) | (559 | ) |
17.
|
Derivative
Financial Instruments
|
Asset
Derivatives
|
||||||||||
March
31,
|
September
30,
|
|||||||||
(in
millions)
|
Classification
|
2010
|
2009
|
|||||||
Foreign
currency forward exchange
contracts
|
Other
current assets
|
$
|
4
|
$
|
8
|
|||||
Interest
rate swaps
|
Other
assets
|
7
|
8
|
|||||||
Total
|
$
|
11
|
$
|
16
|
Liability
Derivatives
|
||||||||||
March
31,
|
September
30,
|
|||||||||
(in
millions)
|
Classification
|
2010
|
2009
|
|||||||
Foreign
currency forward exchange
contracts
|
Other
current liabilities
|
$
|
11
|
$
|
11
|
|||||
Interest
rate swaps
|
Other
liabilities
|
2
|
0
|
|||||||
Total
|
$
|
13
|
$
|
11
|
Amount
of Gain (Loss)
|
||||||||||||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||
Location
of
|
March
31
|
March
31
|
||||||||||||||||
(in
millions)
|
Gain
(Loss)
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Fair
Value Hedges
|
||||||||||||||||||
Foreign
currency forward exchange contracts
|
Cost
of sales
|
$
|
(2
|
)
|
$
|
(1
|
)
|
$
|
(4
|
)
|
$
|
0
|
||||||
Interest
rate swaps
|
Interest
expense
|
3
|
1
|
4
|
2
|
|||||||||||||
Cash
Flow Hedges
|
||||||||||||||||||
Foreign
currency forward exchange contracts:
|
||||||||||||||||||
Amount
of loss recognized in AOCL (effective portion, before deferred tax
impact)
|
AOCL
|
$
|
(3
|
)
|
$
|
1
|
$
|
0
|
$
|
(6
|
)
|
|||||||
Amount
of loss reclassified from AOCL into income
|
Cost
of sales
|
2
|
(2
|
)
|
5
|
(2
|
)
|
18.
|
Guarantees
and Indemnifications
|
Six
Months Ended
|
||||||||
March
31
|
||||||||
(in
millions)
|
2010
|
2009
|
||||||
Balance
at beginning of year
|
$ | 217 | $ | 226 | ||||
Warranty
costs incurred
|
(25 | ) | (26 | ) | ||||
Product
warranty accrual
|
14 | 20 | ||||||
Pre-existing
warranty adjustments
|
(7 | ) | (2 | ) | ||||
Balance
at March 31
|
$ | 199 | $ | 218 |
19.
|
Environmental
Matters
|
20.
|
Legal
Matters
|
21.
|
2009
Restructuring and Asset Impairment
Charges
|
Employee
|
||||
(in
millions)
|
Separation
Costs
|
|||
Balance
at September 30, 2009
|
$ | 10 | ||
Cash
payments
|
(7 | ) | ||
Reserve
adjustment
|
(1 | ) | ||
Balance
at March 31, 2010
|
$ | 2 |
22.
|
Business
Segment Information
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
March
31
|
March
31
|
|||||||||||||||
(in
millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Sales:
|
||||||||||||||||
Government
Systems
|
$ | 693 | $ | 613 | $ | 1,309 | $ | 1,187 | ||||||||
Commercial
Systems
|
449 | 525 | 860 | 1,009 | ||||||||||||
Total
sales
|
$ | 1,142 | $ | 1,138 | $ | 2,169 | $ | 2,196 | ||||||||
Segment
operating earnings:
|
||||||||||||||||
Government
Systems
|
$ | 150 | $ | 145 | $ | 284 | $ | 285 | ||||||||
Commercial
Systems
|
69 | 110 | 137 | 207 | ||||||||||||
Total
segment operating earnings
|
219 | 255 | 421 | 492 | ||||||||||||
Interest
expense
|
(4 | ) | (3 | ) | (10 | ) | (7 | ) | ||||||||
Stock-based
compensation
|
(6 | ) | (5 | ) | (11 | ) | (10 | ) | ||||||||
General
corporate, net
|
(13 | ) | (7 | ) | (24 | ) | (13 | ) | ||||||||
Restructuring
adjustment
|
0 | 0 | 1 | 0 | ||||||||||||
Income
before income taxes
|
196 | 240 | 377 | 462 | ||||||||||||
Income
tax provision
|
(48 | ) | (76 | ) | (108 | ) | (147 | ) | ||||||||
Net
income
|
$ | 148 | $ | 164 | $ | 269 | $ | 315 |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
March
31
|
March
31
|
|||||||||||||||
(in
millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Government
Systems product categories:
|
||||||||||||||||
Airborne
solutions
|
$ | 455 | $ | 431 | $ | 865 | $ | 834 | ||||||||
Surface
solutions
|
238 | 182 | 444 | 353 | ||||||||||||
Government
Systems sales
|
$ | 693 | $ | 613 | $ | 1,309 | $ | 1,187 | ||||||||
Commercial
Systems product categories:
|
||||||||||||||||
Air
transport aviation electronics
|
$ | 251 | $ | 259 | $ | 492 | $ | 479 | ||||||||
Business
and regional aviation electronics
|
198 | 266 | 368 | 530 | ||||||||||||
Commercial
Systems sales
|
$ | 449 | $ | 525 | $ | 860 | $ | 1,009 |
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
Three
Months Ended
|
||||||||
March
31
|
||||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
Total
sales
|
$ | 1,142 | $ | 1,138 |
Three Months Ended
|
||||||||
March
31
|
||||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
Total
cost of sales
|
$ | 828 | $ | 785 | ||||
Percent
of total sales
|
72.5 | % | 69.0 | % |
|
·
|
A
$28 million increase attributable to the combined impact of higher
employee incentive compensation costs, increased defined benefit pension
expense and higher employee salaries. Employee incentive compensation and
merit pay increases were eliminated in 2009 and partially reinstated in
2010. See the Retirement Plans section for further discussion of pension
expense.
|
|
·
|
The
remaining increase of $15 million was primarily due to the combined impact
of incremental cost of sales from higher Government Systems revenues,
partially offset by a $48 million reduction in cost of sales from lower
Commercial Systems sales volume. See the Government Systems and
Commercial Systems Financial Results sections below for further
discussion.
|
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
Customer-funded
|
$ | 133 | $ | 135 | ||||
Company-funded
|
87 | 87 | ||||||
Total
|
$ | 220 | $ | 222 | ||||
Percent
of total sales
|
19.3 | % | 19.5 | % |
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
Selling,
general and administrative expenses
|
$ | 119 | $ | 118 | ||||
Percent
of total sales
|
10.4 | % | 10.4 | % |
|
·
|
A
$14 million increase in SG&A expense due to the combined impact of
incremental SG&A expense from the DataPath and Air Routing
acquisitions, higher employee incentive compensation costs, and an
increase in defined benefit pension
expense.
|
|
·
|
A
$13 million decrease in SG&A expense primarily comprised of reductions
in employee headcount, lower bid and proposal costs, and other cost
savings.
|
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions, except per share amounts)
|
2010
|
2009
|
||||||
Net
income
|
$ | 148 | $ | 164 | ||||
Net
income as a percent of sales
|
13.0 | % | 14.4 | % | ||||
Diluted
earnings per share
|
$ | 0.93 | $ | 1.03 |
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Airborne
solutions
|
$ | 455 | $ | 431 | ||||
Surface
solutions
|
238 | 182 | ||||||
Total
|
$ | 693 | $ | 613 | ||||
Percent
increase
|
13 | % |
|
·
|
An
$18 million increase in tanker and transport program revenues primarily
due to recent contract awards on KC-135 and international C-130
programs.
|
·
|
$12
million of higher revenue related to special mission aircraft such as the
P-3.
|
|
·
|
A
decrease of $11 million in fighter jet program revenues due to the
wind-down of several legacy
platforms.
|
|
·
|
Incremental
sales from the DataPath acquisition contributed $78 million, or 43
percentage points of revenue
growth.
|
|
·
|
Organic
sales decreased $22 million, or 12 percent, primarily due to a $20 million
reduction in sales for the Defense Advanced GPS Receiver (DAGR)
program. The reduction in DAGR volume was consistent with our
planned production schedule to support the U.S. Department of Defense
fielding requirements for this
product.
|
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Segment
operating earnings
|
$ | 150 | $ | 145 | ||||
Percent
of sales
|
21.6 | % | 23.7 | % |
|
·
|
Incremental
operating earnings of $25 million from higher overall sales as discussed
in the Government Systems Sales section
above.
|
|
·
|
A
$6 million increase to operating earnings related to non-cash adjustments
to reduce warranty reserves for tanker transport aircraft
programs.
|
|
·
|
A
decrease in operating earnings of $13 million attributable to the combined
impact of higher employee incentive compensation costs and an increase in
defined benefit pension expense. See the Cost of Sales section
and Retirement Plans section for further discussion of the higher employee
incentive compensation and pension expense,
respectively.
|
|
·
|
A
$7 million reduction in operating earnings related to higher
company-funded R&D expense, as explained in the Cost of Sales section
above.
|
|
·
|
A $6 million unfavorable non-cash
adjustment related to certain simulation and training solution
contracts.
|
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Air
transport aviation electronics:
|
||||||||
Original
equipment
|
$ | 113 | $ | 102 | ||||
Aftermarket
|
127 | 140 | ||||||
Wide-body
in-flight entertainment products
|
11 | 17 | ||||||
Total
air transport aviation electronics
|
251 | 259 | ||||||
Business
and regional aviation electronics:
|
||||||||
Original
equipment
|
120 | 193 | ||||||
Aftermarket
|
78 | 73 | ||||||
Total
business and regional aviation electronics
|
198 | 266 | ||||||
Total
|
$ | 449 | $ | 525 | ||||
Percent
(decrease)
|
(14 | )% |
·
|
Air
transport original equipment manufacturer (OEM) revenues increased $11
million, or 11 percent, due primarily to higher sales of airline
selectable equipment and slightly higher shipset delivery rates to
Boeing.
|
|
·
|
Air
transport aftermarket sales decreased $13 million, or 9 percent, due to an
$11 million reduction in aftermarket hardware sales and a $2 million
reduction in service revenue. The service revenue decrease was primarily
related to lower wide-body in-flight entertainment (IFE)
services.
|
|
·
|
Wide-body
in-flight entertainment products (Wide-body IFE) decreased $6 million, or
35 percent. Wide-body IFE relates to sales of twin-aisle IFE products and
systems to customers in the air transport aviation electronics market. In
September 2005 we announced our strategic decision to shift research and
development resources away from traditional IFE systems for next
generation wide-body aircraft.
|
|
·
|
Business
jet OEM sales decreased $65 million, or 41 percent, primarily due to
depressed business jet OEM production
rates.
|
|
·
|
Regional
jet OEM sales decreased $8 million, or 22 percent, primarily due to
depressed regional jet OEM production
rates.
|
|
·
|
Organic
aftermarket sales decreased $4 million as an $8 million reduction in
aftermarket hardware sales was only partially offset by a $4 million
increase in service sales.
|
|
·
|
Incremental
revenue from the Air Routing acquisition contributed $9 million to
business and regional aviation electronics aftermarket
sales.
|
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Segment
operating earnings
|
$ | 69 | $ | 110 | ||||
Percent
of sales
|
15.4 | % | 21.0 | % |
|
·
|
A
$40 million decrease attributable to the lower earnings from reduced sales
volume as discussed in the Commercial Systems Sales section
above.
|
|
·
|
A
$10 million reduction in operating earnings attributable to the combined
impact of higher employee incentive compensation costs and an increase in
defined benefit pension expenses. See the Cost of Sales section and
Retirement Plans section for further discussion of the higher employee
incentive compensation and pension expense,
respectively.
|
|
·
|
A
$7 million increase in operating earnings due to lower company-funded
R&D expense, as explained in the Cost of Sales section
above.
|
Three Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
General
corporate, net
|
$ | 13 | $ | 7 |
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Total
sales
|
$ | 2,169 | $ | 2,196 | ||||
Percent
(decrease)
|
(1 | )% |
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Total
cost of sales
|
$ | 1,562 | $ | 1,517 | ||||
Percent
of total sales
|
72.0 | % | 69.1 | % |
|
·
|
A
$38 million increase attributable to the combined impact of higher
employee incentive compensation costs, increased defined benefit pension
expense and higher employee salaries. Employee incentive compensation and
merit pay increases were eliminated in 2009 and partially reinstated in
2010. See the Retirement Plans section for further discussion of
pension expense.
|
|
·
|
An
$18 million increase primarily due to the combined impact of incremental
cost of sales from higher Government Systems revenues, partially offset by
a $77 million reduction in cost of sales from lower Commercial Systems
sales volume. See the Government Systems and Commercial Systems
Financial Results sections below for further
discussion.
|
|
·
|
An
$11 million decrease was due to lower R&D expense as explained
below.
|
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Customer-funded
|
$ | 248 | $ | 256 | ||||
Company-funded
|
167 | 170 | ||||||
Total
|
$ | 415 | $ | 426 | ||||
Percent
of total sales
|
19.1 | % | 19.4 | % |
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Selling,
general and administrative expenses
|
$ | 228 | $ | 223 | ||||
Percent
of total sales
|
10.5 | % | 10.2 | % |
|
·
|
A
$23 million increase due to the combined impact of incremental SG&A
expense from the DataPath, Air Routing, and SEOS acquisitions, higher
employee incentive compensation costs, and an increase in defined benefit
pension expense.
|
|
·
|
An
$18 million decrease in SG&A expense primarily comprised of reductions
in employee headcount, lower bid and proposal costs, and other cost
savings.
|
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions, except per share amounts)
|
2010
|
2009
|
||||||
Net
income
|
$ | 269 | $ | 315 | ||||
Net
income as a percent of sales
|
12.4 | % | 14.3 | % | ||||
Diluted
earnings per share
|
$ | 1.69 | $ | 1.98 |
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Airborne
solutions
|
$ | 865 | $ | 834 | ||||
Surface
solutions
|
444 | 353 | ||||||
Total
|
$ | 1,309 | $ | 1,187 | ||||
Percent
increase
|
10 | % |
|
·
|
Incremental
sales from the SEOS acquisition contributed $5 million, or 1 percentage
point of revenue growth.
|
|
·
|
A
$23 million increase in tanker and transport and special mission program
revenues was primarily due to three recent international program wins to
upgrade P-3 and C-130 aircraft.
|
|
·
|
A
$14 million increase in mission systems program revenues was primarily
related to higher development work on the U.S. Navy E-6 upgrade program
and other various items.
|
|
·
|
The
above items were partially offset by a $20 million reduction in fighter
jet program revenues due to the wind-down of several legacy
platforms.
|
|
·
|
Incremental
sales from the DataPath acquisition contributed $138 million, or 39
percentage points of revenue
growth.
|
|
·
|
Organic
sales decreased $47 million, or 13 percent, primarily due to a $40 million
reduction in sales for the DAGR program. The reduction in DAGR volume was
consistent with our planned production schedule to support the U.S.
Department of Defense fielding requirements for this
product.
|
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Segment
operating earnings
|
$ | 284 | $ | 285 | ||||
Percent
of sales
|
21.7 | % | 24.0 | % |
|
·
|
A
$19 million reduction in operating earnings attributable to the combined
impact of higher employee incentive compensation costs and an increase in
defined benefit pension expense. See the Cost of Sales section
and Retirement Plans section for further discussion of the higher employee
incentive compensation and pension expense,
respectively.
|
|
·
|
A
$14 million reduction in operating earnings due to higher company-funded
R&D expense, as explained in the Cost of Sales section
above.
|
|
·
|
A
$32 million increase related to incremental operating earnings from higher
overall sales as discussed in the Government Systems Sales section
above.
|
Six Months Ended
|
||||||||
March 31
|
||||||||
(dollars in millions)
|
2010
|
2009
|
||||||
Air
transport aviation electronics:
|
||||||||
Original
equipment
|
$ | 211 | $ | 169 | ||||
Aftermarket
|
252 | 272 | ||||||
Wide-body
in-flight entertainment products
|
29 | 38 | ||||||
Total
air transport aviation electronics
|
492 | 479 | ||||||
Business
and regional aviation electronics:
|
||||||||
Original
equipment
|
223 | 370 | ||||||
Aftermarket
|
145 | 160 | ||||||
Total
business and regional aviation electronics
|
368 | 530 | ||||||
Total
|
$ | 860 | $ | 1,009 | ||||
Percent
(decrease)
|
(15 | )% |
|
·
|
Air
transport OEM sales increased $42 million, or 25 percent, as sales in the
prior year were adversely impacted by Boeing’s labor
strike.
|
|
·
|
Air
transport aftermarket sales decreased $20 million, or 7 percent, due to a
$15 million reduction in aftermarket hardware sales and an $5 million
reduction in service revenue. The service revenue decrease is primarily
related to lower IFE services.
|
|
·
|
Wide-body
in-flight entertainment products (Wide-body IFE) decreased $9 million, or
24 percent. Wide-body IFE relates to sales of twin-aisle IFE products and
systems to customers in the air transport aviation electronics market. In
September 2005 we announced our strategic decision to shift research and
development resources away from traditional IFE systems for next
generation wide-body aircraft.
|
|
·
|
Business
jet OEM sales decreased $134 million, or 44 percent, primarily due to
depressed business jet OEM production
rates.
|
|
·
|
Regional
jet OEM sales decreased $13 million, or 20 percent, primarily due to
depressed business jet OEM production
rates.
|
|
·
|
Organic
business and regional aftermarket sales decreased $24 million, or 15
percent, as a $26 million reduction in aftermarket hardware sales was
partially offset by a $2 million increase in service
revenues.
|
|
·
|
The
above items were partially offset by $9 million of aftermarket growth from
the Air Routing acquisition.
|
Six
Months Ended
|
||||||||
March 31
|
||||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
Segment
operating earnings
|
$ | 137 | $ | 207 | ||||
Percent
of sales
|
15.9 | % | 20.5 | % |
|
·
|
An
$83 million decrease attributable to the lower earnings from reduced sales
volume as discussed in the Commercial Systems Sales section
above.
|
|
·
|
A
$14 million reduction in operating earnings attributable to the combined
impact of higher employee incentive compensation costs and an increase in
defined benefit pension expenses. See the Cost of Sales section and
Retirement Plans section for further discussion of the higher employee
incentive compensation and pension expense,
respectively.
|
|
·
|
A
$17 million benefit to operating earnings due to lower company-funded
R&D expense, as explained in the Cost of Sales section
above.
|
|
·
|
A
$10 million benefit to operating earnings primarily due to lower SG&A
expenses from reduced head count and other cost saving
initiatives.
|
Six
Months Ended
|
||||||||
March
31
|
||||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
General
corporate, net
|
$ | 24 | $ | 13 |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
March 31
|
March 31
|
|||||||||||||||
(dollars
in millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Pension
benefits
|
$ | 6 | $ | (5 | ) | $ | 13 | $ | (8 | ) | ||||||
Other
retirement benefits
|
2 | 1 | 3 | 2 | ||||||||||||
Net
benefit expense (income)
|
$ | 8 | $ | (4 | ) | $ | 16 | $ | (6 | ) |
|
·
|
total
sales in the range of $4.6 billion to $4.8
billion
|
|
·
|
diluted
earnings per share in the range of $3.35 to
$3.55
|
|
·
|
cash
provided by operating activities in the range of $600 million to $700
million
|
|
·
|
capital
expenditures of approximately $135
million
|
|
·
|
total
company and customer-funded R&D expenditures in the range of $870
million to $900 million, or about 19 percent of
sales
|
Six
Months Ended
|
||||||||
March
31
|
||||||||
(in
millions)
|
2010
|
2009
|
||||||
Cash
provided by operating activities
|
$ | 280 | $ | 137 |
|
·
|
Payments
for incentive pay decreased $113 million in 2010 compared to 2009.
Incentive pay is expensed in the year it is incurred and paid in the first
fiscal quarter of the following year. For the full fiscal year 2009, no
incentive pay costs were incurred; accordingly, there was no 2010 payment
for incentive pay.
|
|
·
|
Cash
receipts from customers increased $37 million for the first six months of
2010 compared to the same period in 2009. Strong working
capital management of receivables and customer advances resulted in a $64
million increase of customer cash receipts in 2010 compared to 2009
partially offset by $27 million of lower sales
volume.
|
Six
Months Ended
|
||||||||
March
31
|
||||||||
(in
millions)
|
2010
|
2009
|
||||||
Cash
used for investing activities
|
$ | (156 | ) | $ | (103 | ) |
|
·
|
In
the first six months of 2010 we acquired Air Routing for $91 million
compared to the 2009 acquisition of SEOS for $28
million.
|
|
·
|
$15
million reduction in property additions in 2010 compared to
2009.
|
Six
Months Ended
|
||||||||
March
31
|
||||||||
(in
millions)
|
2010
|
2009
|
||||||
Cash
used for financing activities
|
$ | (113 | ) | $ | (19 | ) |
March
31,
|
September
30,
|
|||||||
(dollars
in millions)
|
2010
|
2009
|
||||||
Cash
and cash equivalents
|
$ | 246 | $ | 235 | ||||
Long-term
debt, net
|
(527 | ) | (532 | ) | ||||
Net
debt (1)
|
$ | (281 | ) | $ | (297 | ) | ||
Total
shareowners’ equity
|
$ | 1,496 | $ | 1,295 | ||||
Debt
to total capitalization (2)
|
26 | % | 29 | % |
Credit
Rating Agency
|
Short-Term
Rating
|
Long-Term
Rating
|
Outlook
|
|||
Fitch
Ratings
|
F1
|
A
|
Stable
|
|||
Moody’s
Investors Service
|
P-1
|
A1
|
Stable
|
|||
Standard
& Poor’s
|
A-1
|
A
|
Stable
|
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
|
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
|
||||||||||||
January
1, 2010 through January 31, 2010
|
190,000 | $ | 55.62 | 190,000 | $ | 170 million | ||||||||||
February
1, 2010 through February 28, 2010
|
195,000 | 54.20 | 195,000 | 160 million | ||||||||||||
March
1, 2010 through March 31, 2010
|
270,000 | 61.16 | 270,000 |
143
million
|
||||||||||||
Total
|
655,000 | $ | 57.49 | 655,000 | $ | 143 million |
(1)
|
On
September 16, 2009, our Board authorized the repurchase of an additional
$200 million of our common stock. This authorization has no stated
expiration.
|
|
(a)
|
The
annual meeting of shareowners of the Company was held on February 9, 2010
and the number of voting shares outstanding as of the record date was
157,481,130. The meeting was duly held and a quorum was
present.
|
|
(b)
|
At
the meeting, the shareowners:
|
|
i.
|
voted
to elect three directors of the Company. Each nominee for director was
elected to a term expiring in 2013 by a vote of the shareowners as
follows:
|
Affirmative
|
Votes
|
|||||
Votes
|
Withheld
|
|||||
Donald
R. Beall
|
115,498,009
|
2,336,985
|
||||
Mark
Donegan
|
112,306,488
|
5,528,506
|
||||
Andrew
J. Policano
|
111,865,195
|
5,969,799
|
|
ii.
|
voted
on a proposal to approve the selection by the Audit Committee of the Board
of Directors of the firm Deloitte & Touche LLP as auditors of the
Company. The proposal was approved by a vote of the shareowners as
follows:
|
Affirmative
votes
|
135,800,632 | |||
Negative
votes
|
1,883,524 | |||
Abstentions
|
465,217 |
|
iii.
|
voted
on a proposal to approve amendments to the Company’s 2006 Long-Term
Incentives Plan. The proposal was approved by a vote of the shareowners as
follows:
|
Affirmative
votes
|
102,570,582 | |||
Negative
votes
|
14,387,986 | |||
Abstentions
|
876,426 |
|
iv.
|
voted
on a shareowner proposal requesting a vote on executive pay. The proposal
was not approved by a vote of the shareowners as
follows:
|
Affirmative
votes
|
52,182,446 | |||
Negative
votes
|
64,042,397 | |||
Abstentions
|
1,610,151 |
Item
6.
|
Exhibits
|
(a)
|
Exhibits
|
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
|
ROCKWELL COLLINS, INC.
|
||
(Registrant)
|
||
Date: April
23, 2010
|
By
|
/s/ M. A. Schulte
|
M.
A. Schulte
|
||
Vice
President, Finance and Controller
|
||
(Principal
Accounting Officer)
|
||
Date: April
23, 2010
|
By
|
/s/ G. R. Chadick
|
G.
R. Chadick
|
||
Senior
Vice President,
|
||
General
Counsel and Secretary
|