Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

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): 10/02/2006

ROCKWELL COLLINS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-16445

DE		522314475
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

400 Collins Road NE, Cedar Rapids, IA 52498

(Address of principal executive offices, including zip code)

319-295-1000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 1.01. Entry into a Material Definitive Agreement

Effective October 2, 2006, the Board of Directors of Rockwell Collins, Inc. (the "Company") approved entering into a three-year change of control agreement with Robert K. (Kelly) Ortberg, substantially in the form of the three-year agreement filed as Exhibit 10-n-1 to the Company's Form 8-K dated June 29, 2005. Mr. Ortberg is a newly promoted executive of the Company.

The agreement provides for the continuing employment of the executive for three years after the change of control on terms and conditions no less favorable than those in effect before the change of control. After a change of control, if the executive's employment is terminated by us or our successor without "cause" or if the executive terminates his or her own employment for "good reason" within that three year period, the executive is entitled to severance benefits equal to a multiple of his or her annual compensation, including bonus, and continuation of other retirement, health and welfare benefits for a number of years equal to the mult iple. The multiple is three for Mr. Ortberg. In addition, if the executive terminates his or her own employment for any reason during the 30-day window period beginning one year after the change of control, the executive is entitled to fifty percent of these severance benefits. The executive is also entitled to outplacement services. The executive is entitled to an additional payment, if necessary, to make him or her whole as a result of any excise tax imposed by the Internal Revenue Code on these change of control payments, unless the safe harbor amount which the excise tax is imposed is not exceeded by more than 10%, in which event the payments will be reduced to avoid the excise tax.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective October 2, 2006, the Company's Board of Directors elected the following three individuals to the executive officer positions noted below:

Robert K. (Kelly) Ortberg was appointed Executive Vice President and Chief Operating Officer, Commercial Systems. Mr. Ortberg, age 46, previously served as the Company's Vice President and General Manager, Air Transport Systems from October 2002 to October 2006; and Vice President and General Manager, Communications Systems prior thereto.

Kent L. Statler was appointed Executive Vice President, Rockwell Collins Services. Mr. Statler, age 41, previously served as Senior Vice President and General Manager of Rockwell Collins Services from October 2005 to October 2006; Senior Vice President of Operations from January 2003 to October 2005; Vice President of Manufacturing Operations from January 2002 to January 2003; Vice President Lean Electronics prior thereto.

Robert M. Chiusano was appointed Executive Vice President and Special Assistant to the Chief Executive Officer. Mr. Chiusano, age 56, previously served as Executive Vice President and Chief Operating Officer, Commercial Systems from May 2002 to October 2006; and Executive Vice President and Chief Operating Officer, Government Systems prior thereto.

Item 9.01. Financial Statements and Exhibits

10.n.2 Schedule identifying executives of the Company who are party to a Change of Control Agreement (Three-Year Agreement).

99.1 Press release of Registrant dated October 2, 2006.

Signature(s)

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.


Date: October 03, 2006	By:	/s/ Gary R. Chadick
		Gary R. Chadick
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
EX-10.n.2		Schedule identifying executives of the Company who are a party to a Change of Control Agreement (Three-Year Agreement).
EX-99.1		Press release of Registrant dated October 2, 2006.

EX-10.N.2 2 rrd132633_16171.htm SCHEDULE IDENTIFYING EXECUTIVES OF THE COMPANY WHO ARE A PARTY TO A CHANGE OF CONTROL AGREEMENT (THREE-YEAR AGREEMENT). Exhibit 10-n-2 Exhibit 10-n-2

Schedule of Executives of the Company who are a party to a Change of Control Agreement (Three-Year Agreement):

1. C. M. Jones

2. B. M. Abzug

3. P. E. Allen

4. J. E. Besong

5. G. R. Chadick

6. R. M. Chiusano

7. G. S. Churchill

8. R. W. Kirchenbauer

9. N. Mattai

10. J. A. Moore

11. R. K. Ortberg

12. K. L. Statler

EX-99.1 3 rrd132633_16172.htm PRESS RELEASE OF REGISTRANT DATED OCTOBER 2, 2006. EXHIBIT 99 EXHIBIT 99.1

Rockwell Collins announces executive appointments

CEDAR RAPIDS, Iowa (October 02, 2006) - Rockwell Collins (NYSE:COL) announces the retirement of Bob Chiusano, Executive Vice President & Chief Operating Officer of Commercial Systems at the end of this calendar year. Kelly Ortberg, Vice President and General Manager of Air Transport Systems, has been appointed to succeed Chiusano.

"Throughout his 28 years of service to this company, Bob has provided exceptional leadership for both our commercial and government businesses," said Rockwell Collins Chairman President and CEO Clay Jones. "Under his direction Commercial Systems has delivered another outstanding year, serving our customers and generating superior financial results."

"At the same time, we are fortunate that all of the individuals we've identified through our succession planning process bring proven leadership to these roles."

As Executive Vice President & Chief Operating Officer of Commercial Systems, Ortberg will be responsible for the company's aviation electronics, communications and cabin systems for the air transport, business aviation and regional airline markets. Ortberg has almost 20 years of experience with Rockwell Collins in both the commercial and government businesses. Prior to his current role he served as Vice President and General Manager, Communication Systems in Government Systems.

Jeff Standerski will replace Ortberg as Vice President and General Manager of Air Transport Systems. He currently serves as Vice President of Strategy for Commercial Systems. Standerski has 17 years of service with Rockwell Collins, and previously served as Senior Director, Advanced Communication Applications in Government Systems.

"Our services business also continues to be a major contributor to our company's growth, particularly in the areas of simulation and training, and we are implementing changes to recognize the importance of Rockwell Collins Services to our continued success," added Jones.

As a result, Kent Statler has been appointed Executive Vice President of Rockwell Collins Services. In October 2005, Statler assumed leadership of Rockwell Collins Services, as Senior Vice President and General Manager. He leads the company's growing global services business, including Maintenance Operations, Material Operations, Aftermarket Operations and Simulation & Training Solutions.

Rockwell Collins is a pioneer in the development and deployment of innovative communication and aviation electronics solutions for both commercial and government applications. Our expertise in flight deck avionics, cabin electronics, mission communications and information management is strengthened by 17,000 employees, and a global service and support network that crosses 27 countries. To find out more, please visit www.rockwellcollins.com.

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Media Contact:	Investor Contact:

Nancy Welsh	Dan Crookshank
319.431.3105	319.295.7575
nkwelsh@rockwellcollins.com	investorrelations@rockwellcollins.com

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