8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 12, 2002

Rockwell Collins, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16445	52-2314475
(State or other jurisdiction	(Commission File Number)	(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

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.    Other Events.

                Registrant’s press release dated June 12, 2002 regarding Rockwell Collins Names Clayton Jones as Chairman; Donald Beall to Chair New Executive Committee, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

                Registrant’s press release dated June 14, 2002 regarding Rockwell Collins to Acquire Airshow, Inc. is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)           Exhibits.

99.1         Press release of Registrant dated June 12, 2002.

99.2         Press release of Registrant dated June 14, 2002.

2

Signature

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ROCKWELL COLLINS, INC.
	(Registrant)
By	/s/ Gary R. Chadick
	Gary R. Chadick
	Senior Vice President,
	General Counsel and Secretary

Dated:   June 17, 2002

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Registrant dated June 12, 2002.
99.2	Press release of Registrant dated June 14, 2002.

4

EX-99.1

Exhibit 99.1

Press Release

www.rockwellcollins.com	Media Contact:	Pat Zerbe
		319.295.2697
		pazerbe@rockwellcollins.com
	Analyst Contact:	David Brehm
		319.295.7575
		investorrelations@rockwellcollins.com

Rockwell Collins Names Clayton Jones As Chairman;

Donald Beall to Chair New Executive Committee

CEDAR RAPIDS, Iowa (June 12, 2002) — The board of directors ofRockwell Collins (NYSE:COL), a global leader in aviation electronics and communications, has named Clayton M. Jones chairman of the board, in addition to his current president and chief executive officer responsibilities.  In addition, the board has created an executive committee and named Donald R. Beall chairman.

“I appreciate the board’s vote of confidence and look forward to leading the company and our board of directors to achieve even greater success in the future,” said Mr. Jones.  “I would also like to express my appreciation for the tremendous leadership and contributions Don Beall has provided to the board and the corporation as chairman during Rockwell Collins’ first year as a public company.”

Mr. Beall, in resigning from the chairman position he held since June 2001, said, “My role has been to help a great business and management team get launched as a new public company.  That phase is over, and Clay Jones has earned the right to lead the Rockwell Collins’ board of directors.  I look forward to continuing to support him and the rest of the board in my new role.”  Also joining Mr. Beall on the executive committee are Mr. Jones and Anthony J. Carbone.

Mr. Jones has been a director of Rockwell Collins since March 2001 and president and CEO since June 2001.  Previously, he served as senior vice president of Rockwell International Corporation, the former parent of Rockwell Collins, and president of its Rockwell Collins subsidiary from January 1999 to May 2001.  He served as executive vice president of the Rockwell Collins subsidiary from November 1996 to January 1999.

Rockwell Collins provides design, production and support of aviation electronics and communications for government and commercial customers worldwide. Additional information is available at www.rockwellcollins.com.

# # #

EX-99.2

Exhibit 99.2

Press Release

www.rockwellcollins.com	Media Contact:	Teather Merritt
		319.295.4430
		tdmerrit@rockwellcollins.com
	Analyst Contact:	David Brehm
		319.295.7575
		investorrelations@rockwellcollins.com

Rockwell Collins to Acquire Airshow, Inc.

Acquisition to Expand Company’s Product Portfolio for Business, Commercial Aircraft

CEDAR RAPIDS, Iowa (June 14, 2002) — Rockwell Collins, Inc. (NYSE:COL), a global leader in aviation electronics and communications, has entered into a definitive agreement to acquire Airshow, Inc. a wholly-owned subsidiary of Acterna Corporation.  By combining the product and systems capabilities of the companies, Rockwell Collins will better serve the cabin management and passenger information systems marketplace.

The transaction is subject to customary conditions to closing, including regulatory approvals and consents from Acterna’s secured lenders.  It is expected to close in the fourth quarter of Rockwell Collins’ fiscal 2002.

The purchase price for Airshow is $160 million and the transaction will be structured to allow Rockwell Collins to deduct goodwill for tax purposes. This goodwill deduction is estimated to have a net present value of $35 million.  The purchase is expected to be slightly dilutive to earnings for the fiscal year ending September 30, 2003 and accretive in subsequent years.  Airshow’s revenues were $65 million for its fiscal year ending March 31, 2002.

“This acquisition will allow us to expand our capabilities for providing airborne electronic solutions to business aviation and commercial aircraft,” said Clay Jones, president and CEO, Rockwell Collins.  “With Airshow, we will increase our capabilities to provide high-quality, integrated solutions that bridge the flight deck and cabin for our customers around the globe.”

This acquisition will bring together complementary capabilities of two leading companies.  Airshow provides a comprehensive, integrated suite of cabin electronics systems for business aircraft, including cabin environmental controls, passenger information and

entertainment, and business support systems.  In addition, Airshow offers network capabilities and the “moving map,” which displays an aircraft on its flight path, to both business and commercial aircraft customers.  Rockwell Collins will incorporate these new capabilities into its current portfolio of products, while leveraging its reputation and expertise for delivering reliable avionics and communications products for the flight deck.

“This acquisition will enable us to enhance our relationships with business and commercial operators by offering them additional quality products and services for the cabin,” said Bob Chiusano, executive vice president and COO, Rockwell Collins Commercial Systems.  “The synergies we expect as a result of this acquisition, along with our combined expertise in airborne solutions, will enhance our ability to meet our customers’ total aviation electronics needs.”

Airshow is Rockwell Collins’ second strategic acquisition this year and the eighth in the past five years.  It delivers on the company’s goal to supplement internal growth through acquisitions that complement and enhance Rockwell Collins’ core aviation electronics and communications capabilities.

Airshow, headquartered in Tustin, Calif., employs approximately 330 employees at facilities in Tustin; Kirkland, Wash.; Wichita, Kan.; Newark, Del.; and Toulouse, France.

Rockwell Collins provides design, production and support of aviation electronics and communications for government and commercial customers worldwide. Additional information is available at www.rockwellcollins.com.

This press release contains statements (such as projections regarding future performance) that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the risks inherent in the completion of any acquisition that is subject to closing conditions, integration of Airshow into Rockwell Collins’ Commercial Systems business, the development and market acceptance of the products and services of the combined companies, demand for these cabin management and passenger information products and related services, economic and political changes in the domestic and international markets where Rockwell Collins competes, successful deployment of advanced technologies, competitive product and pricing pressures as well as other risks and uncertainties, including but not limited to those detailed from time to time in Rockwell Collins Securities and Exchange Commission filings, including without limitation the Rockwell Collins Annual Report on Form 10-K for the year ended September 30, 2001 and its quarterly reports on Form 10-Q for the quarters ended December 31, 2001 and March 31, 2002.

# # #

2