UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-16445 Rockwell Collins, Inc . (Exact name of registrant as specified in its charter) Delaware 52-2314475 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 400 Collins Road NE Cedar Rapids, Iowa 52498 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (319) 295-1000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which registered Common Stock, par value $.01 per share New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  Accelerated filer  Non-accelerated filer  (Do not check if a smaller reporting company) Smaller reporting company  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No  The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant on March 28, 2014 was approximately $10.7 billion. For purposes of this calculation, the registrant has assumed that its directors and executive officers are affiliates. 132,945,750 shares of the registrant's Common Stock were outstanding on October 31, 2014. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the Proxy Statement for the Annual Meeting of Shareowners of the registrant to be held on February 5, 2015 is incorporated by reference into Part III. ROCKWELL COLLINS, INC. Annual Report on Form 10-K Table of contents Page No. PART I Item 1. Business 1 Item 1A. Risk Factors 8 Item 1B. Unresolved Staff Comments 13 Item 2. Properties 13 Item 3. Legal Proceedings 15 Item 4. Mine Safety Disclosures 15 Item 4A. Executive Officers of the Company 15 PART II Item 5. Market for the Company's Common Equity, Related Stockholder Matters and Company Purchases of 16 Equity Securities Item 6. Selected Financial Data 17 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation s 18 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47 Item 8. Financial Statements and Supplementary Data 49 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 101 Item 9A. Controls and Procedures 101 Item 9B. Other Information 104 PART III Item 10. Directors, Executive Officers and Corporate Governance 104 Item 11. Executive Compensation 104 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter s 104 Item 13. Certain Relationships and Related Transactions, and Director Independence 105 Item 14. Principal Accounting Fees and Services 105 PART IV Item 15. Exhibits and Financial Statement Schedules 106 SIGNATURES S-1 EXHIBIT INDEX S-3 i PART I Item 1. Business. General Rockwell Collins, Inc. designs, produces and supports communications and aviation systems for commercial and military customers and provides information management services through voice and data communication networks and solutions worldwide. The integrated system solutions and products we provide to our served markets are oriented around a set of core competencies: communications, navigation, automated flight control, displays/surveillance, simulation and training, integrated electronics and information management systems. We also provide a wide range of services and support to our customers through a worldwide network of service centers, including equipment repair and overhaul, service parts, field service engineering, training, technical information services and aftermarket used equipment sales. The structure of our business allows us to leverage these core competencies across markets and applications to bring high value solutions to customers. We operate in multiple countries and are headquartered in Cedar Rapids, Iowa. Our Company's heritage is rooted in the Collins Radio Company, established in 1933. Rockwell Collins, Inc., the parent company, is incorporated in Delaware. As used herein, the terms "we", "us", "our", "Rockwell Collins" or the "Company" include subsidiaries and predecessors unless the context indicates otherwise. Whenever reference is made in any Item of this Annual Report on Form 10-K to information under specific captions of our 2014 Annual Report to Shareowners ( 2014 Annual Report) or to information in our Proxy Statement for the Annual Meeting of Shareowners to be held on February 5, 2015 ( 2015 Proxy Statement), such information shall be deemed to be incorporated herein by such reference. All date references contained herein relate to our fiscal year ending on the Friday closest to September 30 unless otherwise stated. For ease of presentation, September 30 is utilized consistently throughout this report to represent the fiscal year end date. Fiscal year 2014 was a 53-week fiscal year, while 2013 , 2012 were 52-week fiscal years. Financial Information About Our Business Segments Financial information with respect to our business segments, including product line disclosures, revenues, operating earnings and total assets, is contained under the caption Segment Financial Results in Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 below and in Note 24 of the Notes to Consolidated Financial Statements in Item 8 below. Access to the Company's Reports and Governance Information We maintain an internet website at www.rockwellcollins.com . Our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on this site as soon as reasonably practicable after the reports are filed with or furnished to the Securities and Exchange Commission (SEC). All reports we file with the SEC are also available free of charge via EDGAR through the SEC's website at www.sec.gov . We also post corporate governance information (including our corporate governance guidelines and Board committee charters) and other information related to our Company on our internet website where it is available free of charge. We will provide, without charge, upon written request, copies of our SEC reports and corporate governance information. Our internet website and the information contained therein or connected thereto are not incorporated into this Annual Report on Form 10-K. Description of Business by Segment We serve a worldwide customer base through our Commercial Systems, Government Systems and Information Management Services business segments. These three segments are described in detail below. 1 Commercial Systems Our Commercial Systems business supplies aviation electronics systems, products and services to customers located throughout the world. The customer base is comprised of original equipment manufacturers (OEMs) of commercial air transport, business and regional aircraft, commercial airlines and business aircraft operators. Our systems and products are used in both OEM applications as well as in retrofit and upgrade applications designed to increase the efficiency and enhance the value of existing aircraft. Our commercial aviation electronics systems, products and services include: • integrated avionics systems, such as Pro Line Fusion ® , which provide advanced avionics capabilities to meet the challenges of operating in the next generation global airspace. Capabilities include synthetic and enhanced vision enabled flight displays, advanced flight and performance management systems, fly-by-wire integrated flight controls and information management solutions to improve operational efficiency • integrated cabin electronics systems, including cabin management systems, passenger connectivity and entertainment solutions, business support systems to improve passenger productivity and passenger flight information systems • communications systems and products, such as data link, high frequency (HF), very high frequency (VHF) and satellite communications systems • navigation systems and products, including landing sensors to enable fully automatic landings, radio navigation and geophysical sensors, as well as flight management systems • situational awareness and surveillance systems and products, such as synthetic and enhanced vision systems, surface surveillance and guidance solutions, head-up guidance systems, weather radar and collision avoidance systems • electro-mechanical systems, including integrated pilot control solutions and primary and secondary actuation systems • simulation and training systems, including full-flight simulators for crew training, visual system products, training systems and engineering services • maintenance, repair, parts, after-sales support services and aftermarket used equipment Commercial Systems sales are categorized into air transport aviation electronics and business and regional aviation electronics. Product category sales are delineated based upon the difference in the underlying customer base, size of aircraft and markets served. Air transport aviation electronics include avionics, cabin systems and flight control systems for large commercial transport aircraft platforms. We design these items as sub-systems and work with OEMs to integrate with other suppliers' products into the flight deck and broader aircraft systems. Our products offered for OEM applications in the air transport category are marketed directly to aircraft OEMs and airline operators, while our products offered for aftermarket applications are primarily marketed to the airline operators. Business and regional aviation electronics include integrated avionics, cabin management and flight control systems for application on regional and business aircraft platforms. We develop integrated avionics, cabin and flight control solutions for business and regional aircraft OEMs and support them with the integration into other aircraft systems. Products offered for OEM applications in the business and regional aircraft category are marketed directly to the aircraft OEMs. Products offered for aftermarket applications are primarily marketed through distributors for business aviation and directly to regional airline operators. 2 Government Systems Our Government Systems business provides a broad range of electronic products, systems and services to customers including the U.S. Department of Defense, other ministries of defense, other government agencies and defense contractors around the world. Our defense electronic solutions are designed to meet a wide range of customer requirements, but tend to share certain characteristics including design for rugged environments for use in size, weight and power constrained applications. These applications also typically have stringent product integrity and certification requirements with a high degree of customer oversight. These products, systems and services support airborne, precision weapon, ground and maritime applications on new equipment as well as in retrofit and upgrade applications designed to extend the service life and enhance the capability of existing aircraft, vehicle and weapon platforms. Our defense-related systems, products and services include: • communications systems and products designed to enable the transmission of information across the communications spectrum, including satellite communications • navigation products and systems, including radio navigation products, global positioning system (GPS) equipment, handheld navigation devices and multi-mode receivers • avionics sub-systems for aircraft flight decks that combine flight operations with navigation and guidance functions that can include flight controls and displays, information/data processing and communications, navigation, safety and surveillance systems • precision targeting and range and training systems • cockpit display products, including multipurpose flat panel head-down displays, wide field of view head-up and helmet-mounted displays • simulation and training systems, including visual system products, training systems and services • maintenance, repair, parts, after-sales support services and aftermarket used equipment Government Systems sales are categorized into avionics, communication products, surface solutions and navigation products. Product category sales are delineated based upon the difference in the underlying product technologies. Avionics consists of electronic solutions for a broad range of airborne platforms including fixed and rotary wing aircraft, unmanned aerial systems (UASs) and the associated aircrew and maintenance training devices and services. We provide complete avionics solutions, including cockpit avionics, mission system applications and system integration, and also provide individual avionics products to platform integrators. We serve various roles within these markets including system and sub-systems integrator as well as provider of various electronic products. For the UAS market we provide cost effective, high performance integrated flight control, navigation, communication and sensor capabilities. Simulation and training solutions are provided for both fixed and rotary wing aircraft. Communication products include full spectrum voice and data connectivity for government and military use in the air, on the ground and at sea. The products support military user requirements for high availability, highly secure, jam resistant wireless communication capability. Products include radio communication, data links and networking devices. Surface solutions include electronic systems applied to a variety of market segments. This includes products and solutions for ground forces, maritime applications, precision targeting systems, range and training systems, and surface-based communication network integration programs. Navigation products are primarily comprised of GPS-based products delivered for precision navigation applications including handheld navigation devices, precision-guided weapons and other embedded GPS applications. Information Management Services Our Information Management Services business was formed with the December 2013 acquisition of ARINC Incorporated (ARINC) and provides communications, systems integration and security solutions across the aviation, airport, rail, transit and nuclear security markets to customers located around the world. The customer base includes commercial airlines, business 3 aircraft operators, the U.S. Federal Aviation Administration (FAA), airport and critical infrastructure operators and major passenger and freight railroads. Our information management services include: • voice and data communication services, such as GLOBALink SM voice and data services, which enable satellite, VHF and HF transmissions between the cockpit, the FAA and airline operation centers ensuring safety and efficiency for commercial airlin es; these communications are enabled through ARINC's legacy ACARS ® analog system and through the FAA's next generation VDLM2 digital technology • around the clock global flight support services for business aircraft operators, including ARINCDirect SM flight planning and datalink, international trip support, cabin connectivity solutions and flight operations management software • airport communications and information systems designed to ease congestion and improve airport efficiency via airline agent a nd passenger-facing check-in, baggage, boarding and access control solutions • train dispatching and information systems including solutions to support positive train control as mandated by the 2008 Railr oad Safety Improvement Act • mission critical security systems including intrusion detection, access control, video and creden tial management and vehicle identification for nuclear power plants and defense -related facilities Customers, Sales and Marketing We serve a broad range of customers worldwide, including the U.S. Department of Defense, U.S. Coast Guard, civil agenci es, airports, defense contractors, foreign ministries of defense, manufacturers of commercial air transport, business and regional aircraft, commer cial airlines, fractional and other business jet operators, the FAA, critical infrastructure operators and ma jor passenger and freight railroads. We market our systems, products and services directly to Commercial Systems, Government Systems and Information Management Services custome rs through an internal marketing and sales force. In addition, we utilize a worl dwide dealer network to distribute our products and international sales representatives to assist with international sales and marketing. In 2014 various branches of the U.S. Government, both directly and indirectly through subcontracts, accounted for 30 p ercent of our total sales. Our largest customers have substantial bargaining power with respect to price and other commercial terms. Although we believe that we generally enjoy good relations with our customers, the loss of all or a substantial portion o f our sales to any of our large volume customers for any reason, including the loss of contracts, bankruptcy, reduced or delayed customer requirements, strikes or other work stop pages affecting production by these customers, could have a material adverse e ffect on our business, financial condition, results of operations and cash flows. Competition We operate in a highly competitive environment. Principal competitive factors include total cost of ownership, product and sy stem performance, network coverage, quality, service, warranty and indemnification terms, technology, design engineering capabilities, new product innovation and timely delivery. We compete worldwide with a number of U.S. and non -U.S. companies in each of our Commercial Systems, Government Systems and Information Management Services businesses. Many of these competitors are also our suppliers or customers on our programs. Some of our principal competitors include Honeywell International, Inc.; Thales S.A.; Panasonic; Raytheon Co.; Harr is Corp.; BAE Systems Aerospace, Inc.; General Dynamics Corporation; L3 Communications, Inc.; The Boeing Company; Northrop Grumman Corp.; C AE Inc.; General Electric Co., Garmin International Inc. and SITA. Several of our competitors are significantly larger than we are in terms of resources and market share, and can offer a broader range of products. Some of our competitors have more extensive or more sp ecialized engineering, manufacturing and marketing capabilities than we do in some areas. In addition, some of our competitors offer avionics and communications solutions with fewer features and lower prices that may compete with our solutions. As a result, these competi tors may be able to adapt more quickly to new or emerging technologies and changes in customer r equirements or may be able to devote greater resources to the development, promotion and sale of their products. Furthermore, competitors who have greater financial resources may be bette r able to provide a broader range of financing alternatives to their customers in connection with sales of their products. We believe, however, that our systems, products and services are well positioned to compete in our served markets. 4 Industry consolidation has had a major impact on the competitive environment in which we operate. Our competitors periodically undertake mergers, alliances and realignments that contribute to a dynamic competitive landscape. During the past three years, we have completed a significant acquisition and entered into several strategic alliances to improve our competitive position and expand our market reach. Raw Materials, Supplies and Working Capital We believe we have adequate sources for the supply of raw materials and components for our manufacturing and service needs with suppliers located around the world. Electronic components and other raw materials used in the manufacturing of our products are generally available from several suppliers. We continue to work with our supply base for raw materials and components to ensure an adequate source of supply, utilizing strategic alliances, dual sourcing, identification of substitute or alternate parts that meet performance requirements and life-time buys. These life-time buys involve purchases of multiple years of supply in order to meet production and service requirements over the life span of a product. Although historically we have not experienced any significant difficulties in obtaining an adequate supply of raw materials and components necessary for our manufacturing operations or service needs, the loss of a significant supplier or the inability of a supplier to meet performance and quality specifications or delivery schedules could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our investment in inventory is a significant part of our working capital, and historically we have maintained sufficient inventory to meet our customers' requirements on a timely basis. This investment includes production stock, work-in-process, pre-production engineering costs, finished goods, spare parts and goods on consignment with airlines. Our accounts receivable also constitute a significant part of our working capital. Accounts receivable includes unbilled receivables which are primarily related to sales recorded under the percentage-of-completion method of accounting in accordance with applicable contract terms that have not been billed to customers. The critical accounting policies involving pre-production engineering costs, inventory valuation reserves and long-term contracts are discussed under the caption Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 below. Additional information relating to accounts receivable and inventory is contained in Notes 2, 5 and 6 of the Notes to Consolidated Financial Statements in Item 8 below. Backlog The following table summarizes our backlog: September 30 (in billions) 2014 2013 (1) Commercial Systems $ 1.8 $ 1.6 Government Systems: Funded orders 2.8 2.5 Unfunded orders 0.3 0.5 Information Management Services 0.3 — Total backlog $ 5.2 $ 4.6 (1) Prior year information has been reclassified to conform to the current year presentation and to eliminate the backlog associated with discontinued operations. Our backlog represents the aggregate of the sales price of orders received from customers, but not recognized as revenue, and excludes unexercised options. Although we believe that the orders included in backlog are firm, most of our backlog involves orders that can be modified or terminated by the customer. Our backlog at September 30, 2014 includes approximately $2.9 billion of orders that are expected to be filled by us after 2015 . Joint Ventures Joint ventures, strategic investments and other cooperative arrangements are part of our business strategies to broaden the market for our products and develop new technologies. We have a 50 percent ownership interest in each of the following: • Data Link Solutions LLC, a joint venture with BAE Systems, plc, for joint pursuit of the worldwide military data link market 5 • ESA Vision Systems LLC, a joint venture with Elbit Systems, Ltd., for joint pursuit of helmet-mounted cueing systems for the worldwide military fixed wing aircraft market • AVIC Leihua Rockwell Collins Avionics Company, a joint venture with China Leihua Electronic Technology Research Institute, a subsidiary of the Aviation Industry Corporation of China (AVIC), which provides integrated surveillance system products for the C919 aircraft in China • Integrated Guidance Systems LLC, a joint venture with Honeywell International, Inc., for joint pursuit of the development of weapons guidance and navigation solutions • Quest Flight Training Limited, a joint venture with Quadrant Group, plc, which provides aircrew training services primarily for the United Kingdom Ministry of Defence • Rockwell Collins CETC Avionics Co., Ltd. a joint venture with CETC Avionics Co., Ltd. to develop and deliver products for the C919 program • ADARI Aviation Technology Limited is a joint venture with Aviation Data Communication Corporation Co., LTD. that operates remote ground stations around China and develops certain content delivery management software Acquisitions and Dispositions We regularly consider various business opportunities, including strategic acquisitions and alliances, licenses and marketing arrangements. We review the prospects of our existing businesses to determine whether any of them should be modified, sold or otherwise discontinued. We completed the acquisition of ARINC in December 2013 to augment our growth plans. ARINC is a leader in communications and information management solutions for the commercial aviation industry, including air-to-ground data and voice communication services. We completed the following divestitures as part of our strategy to reshape our business and focus on opportunities in addressed markets for our core products and solutions: • In November 2013, we divested our Kaiser Optical Systems, Inc. (KOSI) subsidiary, which supplied spectrographic instrumentation and applied holographic technology to customers • In July 2014, we divested our satellite communication systems business formerly known as Datapath, Inc. (Datapath) • On October 3, 2014 we entered into an agreement to sell ARINC's Aerospace Systems Engineering and Support (ASES) business, which provides military aircraft integration and modifications, maintenance, logistics and support. The sale is subject to customary conditions to closing Additional information relating to our acquisitions, dispositions and joint ventures is contained in Notes 3, 4, 8 and 9 of the Notes to Consolidated Financial Statements in Item 8 below. Research and Development We have significant research, development, engineering and product design capabilities. At September 30, 2014 , we employed approximately 6,100 engineers. Amounts attributed to our research and development (R&D) investment are as follows: (in millions) 2014 2013 2012 Customer-funded (1) $ 504 $ 481 $ 503 Company-funded 268 291 316 Total research and development expense 772 772 819 Increase in pre-production engineering costs, net 162 145 123 Total research and development investment (2) $ 934 $ 917 $ 942