Rockwell Collins Inc Sample Contracts

Rockwell Collins Inc – CERTIFICATE OF INCORPORATION OF ROCKWELL COLLINS, INC. (November 27th, 2018)

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Rockwell Collins Inc – AMENDED AND RESTATED BYLAWS OF ROCKWELL COLLINS, INC. EFFECTIVE NOVEMBER, 26 2018 (November 27th, 2018)
Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDED AND RESTATED ROCKWELL COLLINS 2005 NON-QUALIFIED RETIREMENT SAVINGS PLAN (as Amended and Restated effective July 17, 2018) (November 26th, 2018)

This Plan is established effective as of January 1, 2005 for account balances that were earned and vested after December 31, 2004 under the Rockwell Collins Non-Qualified Retirement Savings Plan and for new account balances subsequent to the date this Plan is established. The Plan was amended and restated on July 17, 2018 to incorporate amendments one and two and further changes.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #1 to the ROCKWELL COLLINS DEFERRED COMPENSATION PLAN (as Amended and Restated effective January 1, 2005) (November 26th, 2018)

The undersigned, Laura A. Patterson, Vice President, Global Total Rewards & Labor Strategy, Rockwell Collins, Inc. (the “Company”), for and on behalf of the Company and pursuant to the authority provided to me by the Company’s Senior Vice President of Human Resources and the Company’s Compensation Committee hereby approves Amendment #1 to the Rockwell Collins Deferred Compensation Plan (as Amended and Restated effective January 1, 2005) in the form attached hereto.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #2 to the ROCKWELL COLLINS 2005 DEFERRED COMPENSATION PLAN (as Amended and Restated effective June 27, 2017) (November 26th, 2018)

The Rockwell Collins 2005 Deferred Compensation Plan, as amended and restated effective June 27, 2017 (the “Plan”), is hereby amended, effective as of July 17, 2018, in the following respects.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #2 to the ROCKWELL COLLINS NON- QUALIFIED PENSION PLAN (as Amended and Restated effective January 1, 2005) (November 26th, 2018)

The Rockwell Collins Non-Qualified Pension Plan, as amended and restated effective January 1, 2005 (the “Plan”), is hereby amended, effective as of July 17, 2018, unless specified otherwise below, in the following respects.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #1 to the ROCKWELL COLLINS MASTER TRUST - DEFERRED COMPENSATION AND NON-QUALIFIED SAVINGS AND NON-QUALIFIED PENSION PLANS (as Amended and Restated effective October 11, 2007) (November 26th, 2018)

The undersigned, Laura A. Patterson, Vice President, Global Total Rewards & Labor Strategy, Rockwell Collins, Inc. (the “Company”), for and on behalf of the Company and pursuant to the authority provided to me by the Company’s Compensation Committee hereby approves Amendment #1 to the Rockwell Collins Master Trust - Deferred Compensation and Non-Qualified Savings and Non-Qualified Pension Plans (as Amended and Restated effective October 11, 2007) in the form attached hereto.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #1 to the ROCKWELL COLLINS NON- QUALIFIED SAVINGS PLAN (as Amended and Restated effective January 1, 2005) (November 26th, 2018)

The undersigned, Laura A. Patterson, Vice President, Global Total Rewards & Labor Strategy, Rockwell Collins, Inc. (the “Company”), for and on behalf of the Company and pursuant to the authority provided to me by the Company’s Senior Vice President of Human Resources and the Company’s Compensation Committee hereby approves Amendment #1 to the Rockwell Collins Non-Qualified Savings Plan (as Amended and Restated effective January 1, 2005) in the form attached hereto.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #2 to the ROCKWELL COLLINS 2005 NON-QUALIFIED PENSION PLAN (as Amended and Restated on May 18, 2012) (November 26th, 2018)

The undersigned, Laura A. Patterson, Vice President, Global Total Rewards & Labor Strategy, Rockwell Collins, Inc. (the “Company”), for and on behalf of the Company and pursuant to the authority provided to me by the Company’s Senior Vice President of Human Resources and the Company’s Compensation Committee hereby approves Amendment #2 to the Rockwell Collins 2005 Non-Qualified Pension Plan (as Amended and Restated on May 18, 2012) in the form attached hereto.

Rockwell Collins Inc – News Release (July 27th, 2018)

CEDAR RAPIDS, Iowa (July 27, 2018) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the third quarter of fiscal year 2018 of $2.208 billion, a 5% increase from the same period in fiscal year 2017. Third quarter fiscal year 2018 earnings per share were $1.66 compared to $1.12 in the prior year's third quarter. Earnings per share in the third quarter of fiscal year 2018 includes a 23 cent charge relating to the settlement of a contract matter and the write-down to fair value of assets associated with an engineered components business classified as held for sale as of June 30, 2018. In addition, earnings per share in the third quarter of fiscal year 2018 includes a 42 cent discrete benefit from the enactment of the Tax Cuts and Jobs Act.

Rockwell Collins Inc – News Release (April 27th, 2018)

CEDAR RAPIDS, Iowa (April 27, 2018) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the second quarter of fiscal year 2018 of $2.180 billion, a 62% increase from the same period in fiscal year 2017, or 5% organic growth excluding $776 million of revenue from the acquisition of B/E Aerospace. Second quarter fiscal year 2018 earnings per share was $1.43 compared to $1.27 in the prior year's second quarter. Adjusted earnings per share for the second quarter of fiscal year 2018 was $1.81 compared to $1.39 in the prior year's second quarter (see the supplemental schedule in this press release for a reconciliation between GAAP earnings per share and adjusted earnings per share).

Rockwell Collins Inc – News Release (January 26th, 2018)

CEDAR RAPIDS, Iowa (January 26, 2018) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the first quarter of fiscal year 2018 of $2.011 billion, a 69% increase from the same period in fiscal year 2017, or 9% organic growth excluding $716 million of revenue from the acquisition of B/E Aerospace. First quarter fiscal year 2018 earnings per share was $1.69 compared to $1.10 in the prior year's first quarter. Earnings per share for the first quarter of fiscal year 2018 included a 37 cent discrete income tax benefit from the enactment of the Tax Cuts and Jobs Act. Adjusted earnings per share for the first quarter of fiscal year 2018 was $1.59 compared to $1.22 in the prior year's first quarter (see the supplemental schedule in this press release for a reconciliation between GAAP earnings per share and adjusted earnings per share).

Rockwell Collins Inc – ROCKWELL COLLINS, INC. 2015 LONG-TERM INCENTIVES PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (January 26th, 2018)

Rockwell Collins, Inc. (the “Company”) hereby grants you an award of Restricted Stock Units (“RSUs”) subject to the Company’s 2015 Long-Term Incentives Plan (the “Plan”) in accordance with Section 4(d) and Section 6 of the Plan. The number of RSUs granted to you pursuant to this Award is detailed in your letter from Robert K. Ortberg dated as of the same date as the Grant Date. Each RSU represents the right to receive one share of Common Stock of Rockwell Collins in the future in accordance with these terms and conditions.

Rockwell Collins Inc – ROCKWELL COLLINS 2005 DEFERRED COMPENSATION PLAN (January 26th, 2018)

The undersigned, Laura A. Patterson, Vice President, Total Rewards & Labor Strategy, Rockwell Collins, Inc. (the “Company”), for and on behalf of the Company and pursuant to the authority provided to me by the Senior Vice President of Human Resources on September 3, 2014, hereby approves the First Amendment to the Rockwell Collins 2005 Deferred Compensation Plan (as Amended and Restated effective June 27, 2017) in the form attached hereto.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. 2015 LONG-TERM INCENTIVES PLAN PERFORMANCE SHARE AGREEMENT (2018-2020) (January 26th, 2018)

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. (“Rockwell Collins” or the “Company”) or one of its subsidiaries, you have been granted performance shares denominated in shares of the Company’s common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated November 13, 2017 (the “Performance Shares”) pursuant to this agreement (this “Agreement”) and the Rockwell Collins 2015 Long-Term Incentives Plan (the “Plan”).

Rockwell Collins Inc – ROCKWELL COLLINS, INC. APPROVAL OF AMENDMENT #2 to the ROCKWELL COLLINS 2005 NON-QUALIFIED RETIREMENT SAVINGS PLAN (as Amended and Restated effective December 17, 2010) (January 26th, 2018)

The undersigned, Laura A. Patterson, Vice President, Total Rewards, Rockwell Collins, Inc. (the “Company”), for and on behalf of the Company and pursuant to the authority provided to me by the Company’s Senior Vice President of Human Resources, hereby approves Amendment #2 to the Rockwell Collins 2005 Non-Qualified Retirement Savings Plan (as Amended and Restated effective December 17, 2010) in the form attached hereto.

Rockwell Collins Inc – Schedule of Executives of the Company who are a party to the Change of Control Agreement: Three-Year Agreement (November 14th, 2017)
Rockwell Collins Inc – News Release (October 27th, 2017)

CEDAR RAPIDS, Iowa (October 27, 2017) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the fourth quarter of fiscal year 2017 of $2.193 billion, a 52% increase from the same period in fiscal year 2016, or 3% organic growth excluding $711 million of revenue from the acquisition of B/E Aerospace. Fourth quarter fiscal year 2017 earnings per share from continuing operations was $1.29 compared to $1.58 in the prior year's quarter. Adjusted earnings per share for the fourth quarter fiscal year 2017 was $1.80 compared to $1.63 in the prior year's quarter (see the supplemental schedule in this press release for a reconciliation between GAAP earnings per share and adjusted earnings per share).

Rockwell Collins Inc – News Release Rockwell Collins to share in five-year, $37.4 billion U.S. Army multiple-award contract vehicle (August 4th, 2017)

Award is for Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) Services

Rockwell Collins Inc – ROCKWELL COLLINS 2005 DEFERRED COMPENSATION PLAN (July 28th, 2017)

This Plan is established effective as of January 1, 2005 for deferred compensation that was earned and vested after December 31, 2004 under the Rockwell Collins Deferred Compensation Plan and for compensation deferred for the period subsequent to the date this Plan is established. The Plan is hereby amended and restated effective June 27, 2017.

Rockwell Collins Inc – DEATH BENEFIT AGREEMENT (July 28th, 2017)

This Death Benefit Agreement (the “Agreement”) is entered into this 30th day of November, 2012, by and between B/E AEROSPACE, INC., a Delaware corporation, hereinafter called the “Corporation,” and WERNER LIEBERHERR, hereinafter called the “Executive.”

Rockwell Collins Inc – RESTRICTED STOCK UNIT AWARD AGREEMENT (July 28th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 15, 2016 (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Werner Lieberherr (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

Rockwell Collins Inc – EMPLOYMENT AGREEMENT (July 28th, 2017)

This Employment Agreement (this “Agreement”) is entered into October 21, 2016, by and between Rockwell Collins, Inc., a Delaware corporation (the “Company”), and Werner Lieberherr (the “Executive”). Where context permits, references herein to the Company shall include subsidiaries of the Company.

Rockwell Collins Inc – News Release (July 28th, 2017)

CEDAR RAPIDS, Iowa (July 28, 2017) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the third quarter of fiscal year 2017 of $2.094 billion, a 57% increase from the same period in fiscal year 2016, or 5% growth excluding $695 million of revenue from the acquisition of B/E Aerospace. Third quarter fiscal year 2017 earnings per share from continuing operations was $1.12 compared to $1.63 in the prior year. Adjusted earnings per share for the third quarter fiscal year 2017 was $1.64 compared to $1.67 in the prior year (see the supplemental schedule in this press release for a reconciliation between GAAP earnings per share and adjusted earnings per share). Earnings per share and adjusted earnings per share for the third quarter of fiscal year 2016 included a 31 cent income tax benefit from the release of a valuation allowance related to a U.S. capital loss carryforward. Cash provided by operating activities for the nine months ended June 30, 2017 was $416 million, an 87% i

Rockwell Collins Inc – SECOND AMENDMENT TO THE (April 21st, 2017)

The Rockwell Collins Non-Qualified Pension Plan, as amended and restated effective January 1, 2005 (the “Plan”), is hereby amended, effective as of the date specified below, in the following respects:

Rockwell Collins Inc – ROCKWELL COLLINS, INC. 2015 LONG-TERM INCENTIVES PLAN PERFORMANCE SHARE AGREEMENT (2017-2019) (April 21st, 2017)

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. (“Rockwell Collins” or the “Company”) or one of its subsidiaries, you have been granted performance shares denominated in shares of the Company’s common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated November 14, 2016 (the “Performance Shares”) pursuant to this agreement (this “Agreement”) and the Rockwell Collins 2015 Long-Term Incentives Plan (the “Plan”).

Rockwell Collins Inc – News Release (April 21st, 2017)

CEDAR RAPIDS, Iowa (April 21, 2017) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the second quarter of fiscal year 2017 of $1.34 billion, a 2% increase from the same period in fiscal year 2016. Second quarter fiscal year 2017 earnings per share from continuing operations was $1.27 compared to $1.30 in the prior year. Earnings per share for the second quarter of fiscal year 2017 includes 7 cents of B/E Aerospace acquisition-related expenses. Total segment operating margins were 21.0% for the second quarter of fiscal year 2017, a 30 basis point improvement over the same period in fiscal year 2016.

Rockwell Collins Inc – Page (April 13th, 2017)

We have audited the accompanying consolidated balance sheets of B/E Aerospace, Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of earnings and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Rockwell Collins Inc – News Release Rockwell Collins completes acquisition of B/E Aerospace (April 13th, 2017)

CEDAR RAPIDS, Iowa (April 13, 2017) - Rockwell Collins, Inc. (NYSE: COL) today announced it has successfully completed the acquisition of B/E Aerospace, a leading manufacturer of aircraft cabin interior products and services, for $8.6 billion in total consideration, including net debt assumed. Rockwell Collins now has nearly 30,000 employees and pro forma annual revenue in excess of $8 billion based on calendar year 2016 results.

Rockwell Collins Inc – SECOND SUPPLEMENTAL INDENTURE (April 10th, 2017)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 10, 2017, by and between Rockwell Collins, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

Rockwell Collins Inc – UNDERWRITING AGREEMENT (March 30th, 2017)
Rockwell Collins Inc – Rockwell Collins Announces Pricing of Senior Notes Offering (March 30th, 2017)

CEDAR RAPIDS, Iowa (March 28, 2017) - Rockwell Collins, Inc. (NYSE: COL) (“Rockwell Collins” or the “Company”) today announced that on March 28, 2017 it priced a public offering of senior notes in a combined aggregate principal amount of $4.65 billion. The Notes will be issued in five tranches: $300 million of 1.950% Notes due 2019 (the “2019 Notes”), $1.1 billion of 2.800% Notes due 2022 (the “2022 Notes”), $950 million of 3.200% Notes due 2024 (the “2024 Notes”), $1.3 billion of 3.500% Notes due 2027 (the “2027 Notes”) and $1.0 billion of 4.350% Notes due 2047 (the “2047 Notes” and, together with the 2019 Notes, the 2022 Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes, the “Notes”).

Rockwell Collins Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (March 16th, 2017)

The following unaudited pro forma condensed combined financial statements have been prepared to illustrate the estimated effects of the previously announced merger of Rockwell Collins, Inc. and B/E Aerospace, Inc. and the related financing transactions. The unaudited pro forma condensed combined balance sheet as of December 31, 2016 is based on the individual historical consolidated balance sheets of Rockwell Collins and B/E Aerospace, and has been prepared to reflect the merger as if it occurred on December 31, 2016, which was the end of the first quarter of Rockwell Collins' 2017 fiscal year. The unaudited pro forma condensed combined statements of income for the year ended September 30, 2016 and three months ended December 31, 2016 combine the historical results of operations of Rockwell Collins and B/E Aerospace, and have been prepared to reflect the merger as if it occurred on October 1, 2015, the first day of Rockwell Collins 2016 fiscal year.

Rockwell Collins Inc – News Release (January 20th, 2017)

CEDAR RAPIDS, Iowa (January 20, 2017) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the first quarter of fiscal year 2017 of $1.2 billion, a 2% increase from the same period in fiscal year 2016. First quarter fiscal year 2017 earnings per share from continuing operations increased to $1.10 compared to $1.00 in the prior year. Earnings per share from continuing operations for the first quarter of fiscal year 2017 includes 10 cents of expenses related to the pending acquisition of B/E Aerospace. Earnings per share from continuing operations in the first quarter of fiscal year 2016 included a 21 cent restructuring and asset impairment charge partially offset by an 18 cent benefit from the retroactive reinstatement of the Federal Research & Development Tax Credit. Excluding these items, adjusted earnings per share increased 17% to $1.20 compared to $1.03 in the prior year.

Rockwell Collins Inc – ROCKWELL COLLINS, INC. $1,500,000,000 TERM LOAN CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent CITIBANK, N.A., WELLS FARGO BANK, N.A., Syndication Agents CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, MIZUHO BANK LTD., Documentation Agents The Lenders Listed Herein JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, Joint Lead Arrangers and Bookrunners (December 22nd, 2016)

TERM LOAN CREDIT AGREEMENT dated as of December 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.