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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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December 13, 2010
Dear Shareowner:

You are cordially invited to attend the 2011 Annual Meeting of Shareowners of the Corporation.

The meeting will be held at The Cedar Rapids Marriott, 1200 Collins Road NE, Cedar Rapids, Iowa, on Friday, February 4, 2011, at 10:00 a.m. (Central Standard Time). At the meeting we will present a current report of the activities of the Corporation followed by discussion and action on the matters described in the Proxy Statement. Shareowners will have an opportunity to comment on or inquire about the affairs of the Corporation that may be of interest to shareowners generally.

If you plan to attend the meeting, please indicate your desire in one of the ways described in the box on the last page of the Proxy Statement.

We sincerely hope that as many shareowners as can conveniently attend will do so.

Sincerely yours,

Clayton M. Jones

Chairman, President and Chief Executive Officer

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    ROCKWELL COLLINS, INC.    
400 Collins Road NE, Cedar Rapids, Iowa 52498

Notice of 2011 Annual Meeting of Shareowners

To the Shareowners of
ROCKWELL COLLINS, INC.:

                Notice Is Hereby Given that the 2011 Annual Meeting of Shareowners of Rockwell Collins,  Inc. will be held at The Cedar Rapids Marriott, 1200 Collins Road NE, Cedar Rapids, Iowa, on Friday, February 4, 2011, at 10:00 a.m. (Central Standard Time) for the following purposes:

(1)

to elect the three nominees named in the accompanying proxy statement as members of the Board of Directors of the Corporation with terms expiring at the Annual Meeting in 2014;



(2)

to consider and vote upon a proposal to approve a non-binding resolution relating to executive compensation;



(3)

to vote on the frequency of the advisory vote on executive compensation;



(4)

to consider and vote upon a proposal to approve the selection by the Audit Committee of the Board of Directors of the firm of Deloitte & Touche LLP as auditors of the Corporation for fiscal year 2011; and



(5)

to transact such other business as may properly come before the meeting.

                Only shareowners of record at the close of business on December 6, 2010 will be entitled to notice of, and to vote at, the meeting.

By order of the Board of Directors.

Gary R. Chadick
Secretary

December 13, 2010

Note: The Board of Directors solicits votes by mail or by use of our telephone or internet voting procedures.

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ROCKWELL COLLINS, INC. PROXY STATEMENT

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PROXY STATEMENT

The 2011 Annual Meeting of Shareowners of Rockwell Collins, Inc. will be held on February 4, 2011, for the purposes set forth in the accompanying Notice of 2011 Annual Meeting of Shareowners.

This statement and the accompanying proxy, that are first being sent to shareowners on or about December 17, 2010, are furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and at any adjournment thereof. If a shareowner duly executes and returns a proxy in the accompanying form or uses our telephone or internet voting procedures to authorize the named proxies to vote the shareowner's shares, those shares will be voted as specified. If no specification is made, the shares will be voted in accordance with the recommendations of the Board of Directors. The proxy and any votes cast using our telephone or internet voting procedures may be revoked prior to exercise at the meeting by delivering written notice of revocation to the Secretary of the Corporation, by executing a later dated proxy, by casting a later vote using the telephone or internet voting procedures or by attending the meeting and voting in person.

VOTING SECURITIES

Only shareowners of record at the close of business on December 6, 2010, the record date for the meeting, are entitled to notice of, and to vote at, the meeting. On December 6, 2010, we had outstanding 155,083,899 shares of our Common Stock, par value $0.01 per share (Common Stock). Each holder of Common Stock is entitled to one vote for each share held. We have no other class or series of shares currently outstanding other than our Common Stock.

ELECTION OF DIRECTORS

As of December 10, 2010, our Board of Directors consists of nine members. Our Restated Certificate of Incorporation provides that the Board of Directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year with terms extending to the third succeeding Annual Meeting after election. The Restated Certificate of Incorporation provides that the Board of Directors shall maintain the three classes so as to be as nearly equal in number as the then total number of directors permits. The three directors in Class I who are elected at the 2011 Annual Meeting will serve for a term expiring at our Annual Meeting in the year 2014. The three directors in Class II and the three directors in Class III are serving terms expiring at our Annual Meetings in 2012 and 2013, respectively.

It is intended that proxies in the accompanying form properly executed and returned to our proxy tabulator or shares properly authorized to be voted in accordance with our telephone or internet voting procedures will be voted at the meeting, unless authority to do so is withheld, for the election as directors of the three nominees specified in Class I—Nominees for Directors with Terms Expiring in 2014 (Chris A. Davis, Ralph E. Eberhart and David Lilley), each of whom now serves as a director with a term extending to the 2011 Annual Meeting and until a successor is elected and qualified. If for any reason any of the nominees is not a candidate (which is not expected) when the election occurs, it is expected that proxies in the accompanying form or shares properly authorized to be voted in accordance with our telephone or internet voting procedures will be voted at the meeting for the election of a substitute nominee or, in lieu thereof, the Board of Directors may reduce the number of directors.

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INFORMATION AS TO NOMINEES FOR
DIRECTORS AND CONTINUING DIRECTORS

There is shown below for each nominee for director and each continuing director, as reported to us as of December 6, 2010, the nominee's or continuing director's name, age and principal occupation; the position, if any, with us; the period of service as a director of our company; other public company directorships held within the past five years; the committees of the Board of Directors on which the nominee or continuing director serves and experiences, qualifications, attributes or skills that qualify the nominee or continuing director to serve as a director.

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The Board of Directors recommends that you vote "FOR" the election as directors of the three Class I nominees named above, presented as item (1) on the accompanying proxy card.

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CORPORATE GOVERNANCE;
BOARD OF DIRECTORS AND COMMITTEES

Our business is managed through the oversight and direction of the Board of Directors. Our Board seeks to maintain high corporate governance standards.

We continue to enhance our corporate governance structure based upon a review of recommended best practices and in light of regulatory activity. Our corporate governance documents are available free of charge on our website at www.rockwellcollins.com under the Investor Relations tab and within the Corporate Governance link. We will provide, without charge, upon written request, copies of our corporate governance information. These documents include our Restated Certificate of Incorporation, By-Laws, Board of Directors Guidelines on Corporate Governance, Committee Charters, Board Membership Criteria, Code of Ethics, Categorical Standards and Policy for Director Independence and Related Person Transaction Policy.

Leadership Structure

The Board believes that the most effective leadership structure for the Corporation at this time and with our current CEO is one with a combined Chairman and CEO. Our current combined structure promotes unified leadership, a cohesive vision and strategy for the Corporation and clear and direct communication to the Board.

To ensure effective independent leadership, our non-employee directors meet regularly in executive sessions without the presence of management. The Chair of the Executive Committee, or a director designated by the independent directors who has the relevant background to lead the discussion of a particular matter, chairs these sessions. In addition, the independent directors review and advise management regarding the schedule and agendas for Board and Committee meetings. Moreover, the independent directors participate in the annual review of the CEO's performance. The Board believes this approach effectively complements the combined Chairman and CEO structure. The Board also believes this leadership structure supports the Board's ability to discharge its risk oversight role as discussed in further detail under the heading "Board's Role in Risk Oversight."

The Board does not have a policy regarding the separation or combination of the roles of the Chairman and CEO and believes that the separation or combination of these offices is a matter for discussion and determination by the Board. The Board believes that it should be able to select the Chairman of the Board based on the criteria that the Board deems to be in the best interests of the Corporation and its shareowners.

Board Independence

The Board of Directors has determined that no director other than Messrs. Jones and Beall has a material relationship with the Corporation. Accordingly, seven of our nine directors are "independent" directors based on an affirmative determination by our Board of Directors in accordance with the listing standards of the New York Stock Exchange ("NYSE") and Securities and Exchange Commission ("SEC") rules.

The standards relied upon by the Board in affirmatively determining whether a director is independent are primarily comprised of those objective standards set forth in the NYSE and SEC rules. In addition to these rules, the Board has adopted Categorical Standards and Policy for Director Independence to assist it in making determinations regarding the independence of its members.

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In fiscal 2008, 2009 and 2010, we purchased raw materials from Precision Castparts, of which Mr. Donegan is Chairman and Chief Executive Officer. The purchases totaled $3 million in each of 2008 and 2009 and $3.4 million in 2010. Precision Castparts had consolidated gross revenues of $6.72 billion, $6.8 billion and $5.4 billion for 2008, 2009 and 2010, respectively. Since these purchases were well below 2% of Precision Castparts' consolidated gross annual revenues, the Board determined that Mr. Donegan's independence was not impaired under the Commercial Relationship standard in our Categorical Standards and Policy for Director Independence.

Board Meetings and Attendance

In fiscal year 2010, the Board of Directors held six meetings and acted on five occasions by unanimous written consent in lieu of a meeting. All of our directors attended 100% of the meetings of the Board and the Committees on which they served. In addition, non-Committee directors routinely attend and participate in discussions at Committee meetings. Directors are expected to attend the Annual Meeting of Shareowners unless they have a valid reason such as a schedule conflict. Last year all of our directors attended the 2010 Annual Meeting of Shareowners.

Board Committees

The Board has established five committees whose principal functions are briefly described below.

The Audit Committee has three independent directors. It assists the Board in overseeing (i) our accounting and financial reporting processes; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; and (v) the performance of our internal and independent auditors. The Audit Committee also:

•

has sole authority to appoint or replace our independent auditors, with that appointment being subject to shareowner approval



•

has sole authority to approve in advance the fees, scope and terms of all audit and non-audit engagements with our independent auditors



•

monitors compliance of our employees with our standards of business conduct and conflicts of interest policies



•

meets at least quarterly with our senior executive officers, head of internal audit and our independent auditors

The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter. The Committee met eight times during fiscal year 2010.

The Board Nominating and Governance Committee has three independent directors. The principal functions of this Committee are seeking, considering and recommending to the Board qualified candidates for election as directors and recommending a slate of nominees for election as directors at the Annual Meeting. It also periodically prepares and submits to the Board for adoption the Committee's selection criteria for director nominees ("Board Membership Criteria"). It reviews and makes recommendations on matters involving general operation of the Board and our corporate governance, and it annually recommends to the Board nominees for each committee of the Board. In addition, the Committee annually facilitates the assessment of the Board of Directors' performance as a whole and of the individual directors and reports thereon to the Board. The Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates. For more information regarding the Committee's role in director nominations, see "Director Nominations" below. The Committee members met four times during fiscal year 2010.

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The Compensation Committee has three independent directors. The principal functions of the Compensation Committee are to set salaries and annual and long-term incentives for the CEO and other senior executives; evaluate annually the performance of the CEO and other senior executives; review and approve the design and competitiveness of compensation plans, executive benefits and perquisites; periodically review and make recommendations to the Board regarding the competitiveness of director compensation; oversee the Corporation's annual and long-term incentive plans and deferred compensation plans; retain and terminate, in its sole discretion, any independent compensation consultant used to assist in the evaluation of director, CEO or senior executive compensation and in its sole authority approve the independent consultant's fees and other retention terms; review and approve corporate financial and non-financial goals used for the annual and long-term incentive plans; review and evaluate compensation arrangements to assess whether they could encourage undue risk-taking; and produce a compensation committee report on executive compensation for inclusion in the proxy statement. The Committee met four times during fiscal year 2010.

The Executive Committee has three directors. The principal function of the Executive Committee is to discharge certain responsibilities of the Board of Directors between meetings of the Board of Directors. The Committee may exercise all of the powers of the Board of Directors, except it has no power or authority to adopt, amend or repeal any sections or articles of our By-Laws or Restated Certificate of Incorporation; elect or remove officers, or fill vacancies in the Board of Directors or in committees; fix compensation for officers, directors or committee members; amend or rescind prior resolutions of the Board; make recommendations to shareowners or approve transactions that require shareowner approval; issue additional stock of the Corporation or fix or determine the designations and any of the rights and preferences of any series of stock (other than pursuant to a specific delegation of authority from the Board related to a shelf registration statement) or take certain other actions specifically reserved for the Board. The Committee did not meet during fiscal year 2010.

The Technology Committee has three non-employee directors. The principal functions of the Technology Committee are to review and provide guidance on important technology-related issues, including the assessment of (i) our technology competitiveness; (ii) the strength and competitiveness of our engineering processes and disciplines; (iii) our technology planning processes to support our growth objectives; and (iv) our focus on engineering leadership and critical technologist development and replacement planning. The Committee met twice during fiscal year 2010.

The membership of each committee as of December 1, 2010 is listed below.

Director Nominations

The Board Nominating and Governance Committee is responsible for identifying individuals who meet the Board's membership criteria, and recommending to the Board the election of such individuals. The Committee identifies qualified candidates in many ways including using outside search firms and by receiving suggestions from directors, management and shareowners.

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Shareowners wishing to recommend director candidates for consideration by the Committee can do so by writing to the Board Nominating and Governance Committee, c/o the Secretary of the Corporation at our corporate headquarters in Cedar Rapids, Iowa, giving the candidate's name, biographical data and qualifications. Any such recommendation must be accompanied by a written statement from the individual of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. In addition to recommending nominees to the Committee, shareowners may also propose nominees for consideration at shareowner meetings. These nominee proposals must be provided timely and otherwise meet the requirements set forth in our By-Laws. See "Shareowner Proposals for Annual Meeting in 2012" set forth later in this proxy statement.

The Committee evaluates the qualifications of candidates properly submitted by shareowners under the same criteria and in the same manner as potential nominees identified by the Corporation. Director candidates are reviewed by the Committee as part of the Committee's Charter using various general guidelines set forth in the Board Membership Criteria, a copy of which is attached to the Board Nominating and Governance Committee Charter. Candidates are chosen with the primary goal of ensuring that the entire Board is balanced and collectively serves the interests of our shareowners. While the Committee does not have a formal policy with respect to diversity, the guidelines include taking into account such factors as diversity, background and experience, age and specialized expertise in the selection of candidates. In addition to the general guidelines, the Committee has identified the following minimum qualifications for Board membership: each nominee for director should be an individual of the highest character and integrity, have solid leadership skills, have experience at strategy/policy setting, have good communication skills, have a reputation for working constructively with others, have sufficient time available to devote to the affairs of the Corporation, be free of any conflict of interests that would interfere with the proper performance of the responsibilities of a director, and be under the age of 72 as of the meeting of shareowners at which he or she will stand for election.

Board's Role In Risk Oversight

The Board oversees the management of risks inherent in the operation of the Corporation's businesses and the implementation of its strategic plan. The Board reviews the risks associated with the Corporation's strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the strategic direction of the Corporation. In addition, the Board addresses the primary risks associated with the business of the Corporation on an ongoing basis at regular and special meetings of the Board.

Each of the Board's Committees also oversees the management of risks that fall within the Committee's areas of responsibility. In performing this function, each Committee has full access to management, as well as the ability to engage advisors. Non-Committee directors routinely attend each of the Committee meetings to help facilitate the Board's oversight role. The following paragraphs highlight risk matters overseen by two of the Board's Committees.

The Audit Committee oversees the operation of our enterprise risk management program, including a review of the status of matters involving the primary risks for the Corporation. The Vice President & General Auditor, who regularly provides reports to the Audit Committee, assists in identifying, evaluating and monitoring risk management controls to address identified risks. The Audit Committee also oversees and monitors management's internal control over financial reporting and the preparation of the Corporation's financial statements. The Committee oversees the internal and external audits including the risk-based approach used in the selection of audit matters. The Audit Committee provides reports to the Board that include these activities.

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As part of its oversight of the Corporation's executive compensation program, the Compensation Committee, with the assistance of its independent compensation consultant, annually conducts a risk assessment of the Corporation's compensation policies and practices and reviews the internal controls and processes as they apply to compensation decisions and policies. The Compensation Committee provides reports to the Board that include its risk assessment and compensation decisions. Based upon its risk assessment, the Committee has identified several mitigating factors that help reduce the likelihood of undue risk-taking related to compensation arrangements including but not limited to the use of multiple measures (earnings per share, sales, operating cash flow and total shareowner return) in a balanced mix of annual and long-term incentive plans, use of multiple types of incentives (cash, stock options and performance shares), use of incentive payout caps in our annual and long-term incentive plans and executive stock ownership requirements that help to align incentives with long-term growth in equity values. Based on its review, the Compensation Committee has concluded that the Corporation's compensation policies and procedures do not encourage unreasonable risk-taking.

Communicating With Board Members

As discussed above, the Chair of the Executive Committee generally presides at regular executive sessions of our non-employee directors. Any shareowner or other interested party may communicate directly with this presiding director by sending an email to presidingdirector@rockwellcollins.com or writing to: Presiding Director, Rockwell Collins, Inc., 400 Collins Road NE, Cedar Rapids, IA 52498. Communications by shareowners or other interested parties may also be sent to non-employee directors, as a group or individually, by sending an email to boardofdirectors@rockwellcollins.com or by writing to Board of Directors (or one or more directors by name), Attn: Corporate Secretary, Rockwell Collins, Inc., 400 Collins Road NE, Cedar Rapids, IA 52498. Upon receipt of any communication, the Corporate Secretary will determine the nature of the communication and, as appropriate, facilitate direct communication with the appropriate director.

CERTAIN TRANSACTIONS AND OTHER RELATIONSHIPS

The Board has adopted a Related Person Transaction Policy providing for the review and approval or ratification by the Audit Committee of certain transactions or relationships involving Rockwell Collins and its directors, executive officers, certain shareowners and their affiliates. The Audit Committee is responsible for reviewing these transactions and takes into account the pertinent facts and circumstances presented, and any other information they deem appropriate, to determine the disposition action that is in the best interests of the Corporation.

This written policy sets forth procedures for the review, approval or ratification and monitoring of transactions involving Rockwell Collins and "related persons." For the purposes of the policy, "related persons" include executive officers, directors and director nominees or their immediate family members, or shareowners owning five percent or greater of Rockwell Collins' outstanding stock. The Related Person Transaction Policy defines "related person transactions" in accordance with applicable SEC rules as any transaction in which the Corporation was or is to be a participant, and in which a related person has a material direct or indirect interest that exceeds $120,000. The policy requires these related person transactions to be reviewed and approved or ratified by the Audit Committee. In addition, this policy requires related persons to disclose to the Audit Committee the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction and the related person's direct or indirect material interest in, or relationship to, the related person transaction.

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The Corporation employs in non-executive positions the spouses of two executives (Roy Mattai, husband of Nan Mattai, Senior Vice President, Engineering and Technology and John Schulte, husband of Marsha Schulte, Vice President, Finance and Controller) and those spouses each receive in excess of $120,000 in total employee compensation. The compensation of these family members was established in accordance with the Corporation's employment and compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. These two employment relationships were approved by the Board.

The Corporation purchases goods and services in the ordinary course of business from companies where Mr. Donegan served as an executive officer within the preceding three years. This relationship is further discussed above under the heading "Corporate Governance; Board Independence". This relationship is not material in amount and has been approved by the Board.

In addition, Mr. Beall's Rockwell benefits assumed by us, as described below under the heading "Compensation of Directors", have been approved by the Board pursuant to the Related Person Transaction Policy.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors consists entirely of directors who meet the independence and other requirements of the New York Stock Exchange and applicable law. All three members have been deemed "audit committee financial experts" (as defined by applicable Securities and Exchange Commission rules) by our Board. The Committee has furnished the following report:

We assist the Board of Directors in overseeing and monitoring the integrity of the Corporation's financial reporting process, compliance with legal and regulatory requirements and the quality of the internal and external audit processes. Our roles and responsibilities are set forth in a written Charter adopted by the Board of Directors. We review and reassess the Charter periodically and recommend any changes to the Board for approval.

We are responsible for overseeing the Corporation's overall financial reporting process. In fulfilling our responsibilities for the financial statements for fiscal year 2010, we:

•

reviewed and discussed the audited financial statements for fiscal year 2010 with management and Deloitte & Touche LLP ("Deloitte"), the Corporation's independent auditors;



•

reviewed and discussed management's report and Deloitte's report and attestation on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act;



•

discussed with Deloitte the matters required to be discussed by Statement on Auditing Standards No. 114 relating to the conduct of the audit; and



•

received written disclosures and the letter from Deloitte regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board. We discussed with Deloitte its independence, and considered whether the provision of non-audit services by Deloitte is compatible with maintaining its independence. All audit and non-audit services provided by Deloitte to the Corporation in fiscal year 2010 were pre-approved by us.

Based on our review of the audited financial statements and discussions with management and Deloitte, we recommended to the Board of Directors that the audited financial statements be included in the Corporation's Annual Report on Form 10-K for fiscal year 2010 for filing with the SEC. The Audit Committee also has reviewed the performance and independence of Deloitte and recommends that shareowners approve the selection of Deloitte as the Corporation's independent auditors for fiscal year 2011.

Audit Committee

Chris A. Davis, Chairman
Andrew J. Policano
David Lilley

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EQUITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareowners.    The following table provides information about each shareowner known to us to own beneficially more than 5% of the outstanding shares of our Common Stock and information about the ownership of our Common Stock under our Savings Plans.

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(1)

Percent of class calculation is based on shares of Common Stock outstanding as of December 6, 2010.

(2)

This information is based on a Schedule 13F filed with the SEC by this shareowner reporting that it beneficially owned these shares of Common Stock as of September 30, 2010.

(3)

This information is based on data provided by the trustee as of December 6, 2010. Shares held by the trustee under these Savings Plans on account of the participants in such plans will be voted by the trustee in accordance with written instructions from the participants, or instructions given by the participant pursuant to our telephone or Internet voting procedures. Where no instructions are received, the trustee will vote such shares in the same proportion on each issue as it votes those shares for which it has received voting instructions from participants.

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Management Equity Ownership. The following table shows the beneficial ownership, reported to us as of December 1, 2010, of our Common Stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the exercise of stock options or through various trust arrangements) within the meaning of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, of each director, each executive officer listed in the table and of such persons and other executive officers as a group.

* Less than 1%

(1) Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated.

(2) The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned has been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.

(3) Includes shares held under our Retirement Savings Plan as of December 1, 2010. Does not include 11,402 share equivalents for Mr. Jones, 2,203 share equivalents for Mr. Churchill, 1,381 share equivalents for Mr. Allen, 1,241 share equivalents for Mr. Ortberg, 1,207 share equivalents for Mr. Statler, and 28,168 share equivalents for the group, held under our Non-Qualified Savings Plan as of December 1, 2010. These share equivalents under the Non-Qualified Savings Plan are settled in cash in connection with retirement or termination of employment and may not be voted or transferred.

(4) Includes shares that may be acquired upon the exercise of outstanding stock options that are or will become exercisable within 60 days as follows: 1,123,177 for Mr. Jones, 15,000 for Mr. Beall, 15,000 for Mr. Carbone, 25,000 for Ms. Davis, 18,500 for Dr. Shavers, 330,399 for Mr. Churchill, 202,199 for Mr. Allen, 164,199 for Mr. Ortberg, 80,099 for Mr. Statler and 2,570,155 for the group.

(5) Does not include performance shares held by such persons for which shares of our Common Stock may be issued following the completion of any open three-year performance period, which shares are dependent on the level of achievement of our performance goals.

(6) Includes 21,381 shares for Mr. Beall, 11,984 shares for Mr. Carbone, 6,413 shares for Ms. Davis, and 4,632 shares for Dr. Shavers granted as restricted stock as compensation for services as directors.

(7) Includes 18,075 shares for Mr. Beall, 18,107 shares for Mr. Carbone, 18,771 shares for Ms. Davis, 9,634 shares for Mr. Donegan, 7,877 shares for Mr. Eberhart, 12,177 shares for Mr. Lilley, 12,553 shares for Dr. Policano, and 9,634 shares for Dr. Shavers granted as restricted stock units as compensation for services as directors.

(8) Includes 8,612 shares under our Savings Plan held by executive officers' spouses and 1,483 shares acquired by an executive officer's spouse under our Employee Stock Purchase Plan as of December 1, 2010.

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2010 DIRECTOR COMPENSATION TABLE

The following table sets forth information regarding compensation for each of our non-employee directors for 2010. Our non-employee director compensation program for 2010 is unchanged since 2007 and is comprised of cash (board and committee annual retainer fees) and equity (restricted stock unit awards). Mr. Jones, who is a director and an employee, does not participate in the compensation program for non-employee directors.

(1) Non-employee directors receive an annual retainer fee of $100,000 that they may elect to receive in cash or restricted stock units (RSUs) in lieu of cash. Each of Messrs. Beall, Carbone and Lilley and Ms. Davis elected to defer 100% of their 2010 cash retainer into RSUs.

(2) The Audit Committee Chairman receives an annual fee of $10,000 and each other Audit Committee member receives an annual fee of $5,000. These fees may be paid in cash or in RSUs in lieu of cash, at the election of the Audit Committee member. Ms. Davis elected to defer 100% and Mr. Lilley elected to defer 75% of their 2010 Audit Committee fees into RSUs.

(3) The dollar value represents the aggregate grant date fair value of the RSUs in accordance with FASB ASC Topic 718 and does not reflect a reduction for possible forfeitures. Under the 2006 Long-Term Incentives Plan, non-employee directors receive an annual grant of RSUs determined by dividing $100,000 by our closing stock price on the date of the shareowner's annual meeting. RSU dividend equivalents accrue quarterly and are included in this column.

(4) No options were awarded to directors in fiscal year 2010. Our non-employee directors have outstanding equity awards as of the end of fiscal year 2010 as follows:

(5) Represents cash dividends paid on restricted stock for Messrs. Beall and Carbone and Ms. Davis and Dr. Shavers.

(6) Mr. Beall also receives benefits related to his prior service as an executive of a predecessor company. These additional benefits are disclosed further in the narrative below.

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The components of our non-employee director program are described below.

Cash Compensation

All non-employee directors receive a retainer fee of $100,000 per year for service on the Board of Directors, payable in advance in equal quarterly installments. An additional $10,000 annual retainer fee is paid to the Audit Committee chair. An additional $5,000 annual retainer fee is paid to each of the other Audit Committee members. In November 2010, the Board of Directors approved additional annual retainer fees of $10,000 for the Compensation Committee chair and $5,000 for each of the Technology Committee chair and the Board Nominating and Governance Committee chair. Under the 2006 Long-Term Incentives Plan (2006 LTIP), each director has the option each year to determine whether to defer all or any part of his or her retainer fees by electing to receive restricted stock units of our Common Stock valued at the closing price on the date the cash retainer payment would otherwise be paid. Directors are reimbursed for all reasonable expenses associated with attending Board and Committee meetings and otherwise relating to their director duties. Directors are also eligible to receive up to $5,000 in matching charitable gifts under our matching gift program.

Stock-Based Compensation

In addition to the retainer fees described above, each non-employee director is granted restricted stock units of our Common Stock under the 2006 LTIP with a $200,000 value concurrently with the director's election to our Board. Following the completion of one year of service on the Board, each non-employee director is granted restricted stock units of our Common Stock with a $100,000 value immediately after every Annual Meeting of Shareowners of the Corporation. These restricted stock units, which do not have voting rights, entitle the directors to a contractual right to receive at a future date the number of shares of Common Stock specified. Pursuant to the terms of the directors' restricted stock units, dividend equivalents in the form of additional restricted stock units accumulate on the date we otherwise pay dividends on our Common Stock and directors receive unrestricted shares of our Common Stock in payment for restricted stock units upon termination of service on our Board of Directors.

Other

Mr. Beall receives, in addition to the standard non-employee director compensation described above, approximately $23,000 per month for office, telecommunication and administrative services. Payment for these office, telecommunication and administrative services are benefits granted by Rockwell International Corporation (now known as Rockwell Automation, Inc.) ("Rockwell") that were assumed by us in our spin-off from Rockwell (the "Distribution") and are not compensation for services provided to us as a director. Mr. Beall also receives retirement benefits (principally defined benefit pension) as a result of his years of service with Rockwell that were assumed by us in the Distribution.

Director Stock Ownership Guidelines

Each non-employee director is required to own shares of our Common Stock with a market value of at least three times the annual retainer amount within four years of joining the Board of Directors. We consider all shares held as follows toward meeting these ownership requirements: shares owned outright (including in trusts and those held by a spouse), shares of restricted stock and shares represented by restricted stock units. Unexercised stock options are not included toward meeting the guidelines. Progress toward meeting these ownership guidelines was reviewed in April 2010, and at that time it was projected that all directors would meet the ownership guidelines on a timely basis. The Compensation Committee's independent consultant reviews the ownership guidelines on an annual basis to ensure that they remain competitive with market practice.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (CD&A) provides detailed information about the compensation program for the Corporation's named executive officers. It includes the Compensation Committee's compensation philosophy, the objectives of our compensation program and a discussion of each element of compensation paid to the named executive officers for the most recently completed fiscal year. Unless otherwise noted, references to years in this CD&A are to Rockwell Collins' fiscal years that end in September.

Executive Summary

The Compensation Committee ("Committee") believes in pay-for-performance and approves programs that are aligned with corporate, shareowner and individual goals. To attract and retain top talent, target compensation is set around the median of the competitive market. A significant portion of total direct compensation (base salary plus annual and long-term incentives) is dependent on the achievement of annual and long-term performance goals approved by our Board of Directors.

The Corporation performed well in 2010 against its annual goals despite continued volatility in the Corporation's markets. Earnings per share of $3.50 exceeded our target goal of $3.45, sales of $4.637 billion were slightly below our target goal of $4.7 billion and operating cash flow of $711 million exceeded our target goal of $650 million. In addition, the Corporation performed well against its non-financial goals. As a result, annual incentive compensation payments to executives in 2010 improved compared to 2009 when salaries were frozen and no annual incentives were paid. Annual incentive payments for 2010 were paid at 73% of target (excluding any individual performance adjustments), which was significantly better than the 40% target level set at the beginning of the year in order to provide a more affordable payout given the lower earnings expectations for 2010. Results for purposes of calculating payments under the annual incentive plan were adjusted to exclude the impact of acquisitions in accordance with the terms of the plan.

The Corporation's three-year performance on long-term financial targets for the 2008-2010 period resulted in return on sales of 13.9%, above the target of 12%, and cumulative sales of $13.4 billion, was below the target of $15.3 billion as a result of the decline in our Commercial Systems revenues during 2009 and 2010. The Corporation's total return to shareowners (stock price return and dividend yield) for the 3-year period was among the top three peer companies and resulted in a further upward adjustment of 20%. As a result, long-term incentive payments for 2008-2010 in the form of performance shares were made at 131% of target to eligible executives, including the named executive officers. Results for purposes of calculating payments under the long-term incentive plan were adjusted to exclude the impact of acquisitions in accordance with the terms of the plan.

The Committee seeks to continue to make prudent decisions on compensation matters and stay abreast of relevant developments. The Committee was satisfied with the risk assessment of the Corporation's compensation policies and procedures as disclosed under "Board's Role in Risk Oversight" in this proxy statement. The Committee believes that the Corporation's executive compensation program reflects its prudent decisions and examples include:

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No employment agreements. The Corporation has not entered into employment agreements with its executive officers.



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No tax gross-ups. Tax gross-ups are not provided to executive officers for any benefits or compensation.

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Change in Control Agreements. Benefits are payable under executive change in control agreements only on a double trigger basis (i.e., a change in control and a qualifying termination of employment). Tax gross-ups are not provided under the agreements.



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Pay-for-Performance. The Corporation believes in pay-for-performance. The long-term incentive program is 100% performance-based. Performance shares become payable only if performance is achieved over three-year periods. Shares will not become payable with the passage of time. Stock options only have value if the Corporation's stock price increases.



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Independent Compensation Consultant. The Committee is advised by an independent compensation consultant who keeps the Committee apprised of developments and best practices.

Compensation Philosophy and Objectives

The Committee has developed and implemented compensation policies, plans and programs to provide competitive compensation opportunities with payments that are highly dependent on the Corporation's performance and the enhancement of shareowner value, consistent with a pay-for-performance philosophy. Base salaries and target incentive compensation are set around the median compensation levels of other similarly sized companies and aerospace and defense peer companies, adjusted for size. The Committee considers the total compensation package (earned or potentially available) in establishing each element of compensation.

The policies, plans and programs are designed to meet the following objectives:

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support the Corporation's vision roadmap



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attract and retain highly qualified executives



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be competitive with peer companies



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reward corporate, business unit and individual performance



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align the interests of executives and shareowners



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promote a balance between annual and long-term results

What Compensation is Intended to Reward

A significant amount of the named executive officers' compensation is variable, tied to performance as measured by specific goals for both the annual and long-term incentive plans. To support our pay-for-performance philosophy, performance is evaluated as follows:

Corporate Performance. The annual incentive plan is designed to reward the achievement of annual financial goals and non-financial goals that are important to the current and future success of the Corporation. These goals are included in the Corporation's annual operating plan that is prepared by management and approved by the Board of Directors. The same annual incentive plan design and performance metrics apply to all named executive officers and most employees of the Corporation worldwide.

Our 2006 Long-Term Incentives Plan was established to reward the achievement of long-term financial goals and increased shareowner value. This plan applies generally to about 150 executives including the named executive officers. Under this plan, we grant our named executive officers and other executives three-year performance shares and stock options.

Business Unit Performance. The Chief Executive Officer ("CEO") reviews the performance of each business unit and shared service based on the achievement of goals included in the Corporation's annual operating plan consisting of both financial and non-financial measures. Based on this overall

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assessment, the CEO has the discretion to adjust the annual incentive pool upward or downward by five percent to reflect the business unit's or shared service's performance within the limits the Committee has delegated to the CEO.

Individual Performance. The Corporation's performance review and development plan is a formal performance management program that applies to all salaried employees including the named executive officers. Individual performance goals are established at the beginning of each fiscal year and are aligned with the Corporation's annual operating plan. Performance against these goals is evaluated at the mid-year point and at the end of the fiscal year. The CEO approves the individual performance goals of the other named executive officers at the beginning of each fiscal year, evaluates their performance at mid-year and at the end of the fiscal year and recommends to the Committee any resulting performance adjustments to their salaries and annual incentive payments. The CEO's personal goals are approved by the Committee each year in September for the next year. Following the end of the fiscal year, the Committee, with input from the other directors, formally evaluates the CEO's performance during its executive session and decides on any resulting salary adjustment and/or individual performance adjustment to the annual incentive payment.

Roles and Responsibilities

Compensation Committee. The Board of Directors has delegated to the Committee responsibility for the development and oversight of the Corporation's executive compensation program. The Committee consists entirely of independent directors. The Committee reports the results of its review and specific proposals regarding changes to compensation programs and actions regarding the CEO to the Board of Directors. The Committee's duties and responsibilities are described under "Compensation Committee" on page 9 of this proxy statement.

Independent Consultant. The Committee selects and retains the services of an independent consultant to provide professional advice on the Corporation's executive compensation program and the non-employee director compensation program. The independent consultant, Semler Brossy Consulting Group, LLC ("independent consultant"), is retained directly by the Committee and provides no other service to the Corporation. The independent consultant interacts directly with the Committee's chairman, attends Committee meetings and provides an independent market assessment of peer companies and general industry compensation and practices. The independent consultant meets with new Committee members to orient them to the policies, plans and programs managed by the Committee. The independent consultant meets with management to collect information, to solicit management's input and to fully understand the Corporation's plans, goals and actual performance. The consulting relationship is reviewed by the Committee annually to determine its satisfaction with the services and advice provided by the independent consultant.

Management. The CEO reports to the Committee about the Corporation's performance, business unit performance and individual performance of the other named executive officers. He also discusses the operational and financial plans for future performance periods (annual and long-term) as they relate to compensation decisions. The CEO provides input on the design of compensation programs and policies. He also makes recommendations for compensation changes for the other named executive officers. The Senior Vice President, Human Resources provides additional support, analysis and counsel, including execution of the programs under the supervision of the Committee. Certain members of management, including the CEO, regularly attend Committee meetings. The CEO is delegated authority to approve the compensation arrangements other than for designated senior executive positions in the Corporation, with limitations that are established by the Committee. The Committee typically meets for a portion of its meetings in executive session, with its independent consultant but without the CEO or other members of management. The Committee's deliberations on CEO compensation are held during a non-management executive session of the Committee (that typically includes all non-executive board members).

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Market Assessment

The Committee annually considers market data for total direct compensation (base salary plus annual and long-term incentives) for the named executive officers and other designated senior executives based on the independent consultant's research. The Committee uses this market data to assess the competitiveness of the Corporation's executive compensation and the mix between fixed (base salary) and variable (annual and long-term incentives) compensation.

The Committee generally sets target total direct compensation (base salary plus annual and long-term incentives) around the median of the market data. Each executive can be paid above or below that amount based on years in the position, prior experience, individual performance and corporate performance. Although the Corporation reviews the market data, the information is not managed year-to year to set compensation and there is no commitment to tie compensation to the compensation paid by the peer group companies discussed below.

The Committee uses two sources of information to assess executive compensation—a general peer group comprised of companies with revenues similar to the Corporation and a peer group of companies in the aerospace and defense industry. The general peer group data is the primary source of market data and the aerospace and defense industry peer group is the secondary source. The general peer group provides more consistency year-over-year due to its size. A wider variety of positions are reported in the general peer group allowing more specific comparisons to the executive officers of the Corporation. The smaller group of aerospace and defense peers provide specific insight into industry practices and compensation decisions at individual companies.

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General peer group: The Corporation's senior executives have skills that are in demand outside of the aerospace and defense industry. The independent consultant conducted a November 2009 analysis using compensation information from a widely utilized executive compensation resource—the Towers Watson Compensation Data Bank to obtain market data. The independent consultant reviewed the compensation levels at companies with similar revenues. This general peer group is comprised of 110 companies with revenues ranging from $3 billion to $6 billion; the Corporation's 2009 revenue was $4.47 billion and its 2010 goal was $4.7 billion. As a result, the Committee believes that these companies are good comparators. The companies in the general peer group are listed on Appendix A.



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The aerospace and defense industry peer group consisted of fourteen companies:

The aerospace and defense industry peer group is reviewed periodically by the Committee to assure that it continues to represent an appropriate group of competitive companies for executive compensation purposes. The companies were selected because they are representative of companies that compete with us for business and executive talent.

Each year the independent consultant collects compensation data from public filings for each of these peer group companies. The Corporation's revenue is around the median of the peer group; however, because some companies are larger and some are smaller, the data is size-adjusted based on revenue to obtain a more comparable view of the market. This data is also interpreted giving consideration to year-over-year variability and the impact of changes of any individual named executive officer among the peer group companies.

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Comprehensive Compensation Review

In the course of reviewing data from external sources and making decisions about the CEO's compensation or considering the CEO's recommendations for the other named executive officers, the Committee also reviews comprehensive compensation information for each named executive officer. This information includes detailed modeling of the current dollar value of all aspects of compensation, including base salary, annual and long-term incentives, perquisites, pension and savings plans, and health and welfare benefits. The Committee reviews this information to ensure that the total compensation awarded to each named executive officer is reasonable and consistent with the compensation philosophy and objectives discussed above.

Elements of the Compensation Program

The elements of the Corporation's executive compensation program are as follows: base salary, annual incentive, long-term incentives, perquisites and benefits. Each year the Committee approves the design and performance goals for both the annual and long-term incentives consistent with the Committee's compensation philosophy and objectives.

Allocation among the elements of direct compensation. The mix of base salary and annual and long-term incentives varies by position. To support the Corporation's pay-for-performance philosophy and consistent with external market assessment, the higher the level of responsibilities and accountability, the more compensation is "at risk" for achieving the Corporation's annual and long-term performance goals. For the CEO and the other named executive officers, the mix of the elements of total direct compensation at target levels is generally the following:

For 2010, because the annual incentive target was set at 40% of the customary annual incentive target, the mix varied from that shown above. As a result, the relative percentage of the target opportunity provided by base salary and long-term incentives was greater in 2010 than that shown above.

Base Salary. Each of the named executive officers, including the CEO, is paid a base salary for performance of his/her job duties and responsibilities. Base salary targets are generally set around the median of the competitive data; however, actual salaries can be below, at or above the median depending on performance and past experience. Newly promoted named executive officers are typically paid below the median of the competitive data with salary increases over time designed to move them to the median or above subject to meeting or exceeding their performance objectives.

Base salary is reviewed annually and consideration is given for base salary adjustments based on individual performance and available competitive data that is presented by the independent consultant. The salaries of the CEO and the other named executive officers are decided by the Committee after considering input from the CEO regarding base salary adjustments for the other named executive officers and consulting with the independent consultant and the Board of Directors.

Annual Incentives. Participants are eligible for lump sum cash payouts under the annual incentive compensation plan based on the achievement of specific financial and non-financial goals that are included in the Corporation's annual operating plan approved by the Board of Directors. The annual operating plan reflects the Corporation's performance commitments to its key constituents—shareowners, customers and employees—for the upcoming year. The incentive compensation plan has historically included specific goals for sales, earnings per share and operating cash flow, and non-financial goals in the categories of future growth/program pursuits, operational excellence and

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employee goals. Beginning in 2010, these goals also included execution of strategies and unplanned events, market conditions and comparison to industry performance. The annual incentive plan is designed to provide competitive annual incentive payments if target goals are achieved, to provide above-target payments if these goals are exceeded, and to provide below target payments or no payments if the goals are not achieved.

The Committee establishes the annual performance target goals and sets each named executive officer's annual target bonus as a percentage of salary based upon the median of the competitive market data for each position. Annual incentive payments typically range from 0 to 200% of the annual incentive target based on the performance achieved against the financial and non-financial goals in the annual operating plan. The 2010 payout for plan performance was set at 40% of the target to provide a more affordable payout given the lower earnings expectations for 2010. More upside leverage was provided above the target payout level if goals were exceeded in 2010 and annual payments could range from 0 to 160%. Each named executive officer's payout may also be adjusted up or down based upon the individual's and his business unit's performance during that fiscal year.

The annual incentive pool is the sum of all target bonuses for the named executive officers and other executives who participate in the annual incentive plan multiplied by the annual incentive payout percent based on the performance of the Corporation against the goals that were established for the year. The incentive pool is subject to business unit, as well as individual, adjustments in accordance with recommendations from the CEO to the Committee. Individual performance adjustments can be made to the resulting incentive payments; however, they cannot in the aggregate increase or decrease the size of the incentive pool unless authorized by the Committee or unless the CEO exercises the discretion delegated to him by the Committee to adjust the pool by up to 5%.

The 2006 Annual Incentive Compensation Plan for Senior Executive Officers, approved by shareowners at the 2006 Annual Meeting, provides for performance-based annual incentive compensation designed to comply with Internal Revenue Code Section 162(m) and thereby allow for the full tax deduction of annual incentive payments. This plan defines a maximum amount for the awards that can be allocated each year to the CEO and to the other named executive officers. The annual incentive awards actually paid to these executives have always been well below this plan's maximum. The Committee uses its discretion to reduce the amount otherwise payable under this plan so these senior executives earn annual incentive payments based on the achievement of the same performance goals set forth in the annual incentive plan that applies to all employees generally.

Annual Incentive Plan Performance Results. As the table below shows for annual incentive payments in the past three years, annual incentives are paid above targets when performance objectives are exceeded and annual incentives are paid below target when performance objectives are not met.

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For 2010, the Committee decided to replace working capital as a percentage of sales with operating cash flow. Operating cash flow was chosen since it is a direct measure of cash and is tied to external reporting. Given the challenging economic environment, the Committee determined that it was important to have a measure tied to cash flow. In addition, having a measure tied to external reporting allows plan participants to more easily compare performance against the goal. Sales and earnings per share were retained as annual goals for 2010 since the Committee wants to encourage top line (sales) and bottom line (profit) growth.

Another important component of the annual incentive plan includes non-financial goals. For 2010, these goals related to program wins, operational excellence and strategies to drive the Corporation's Value Proposition for People, a program designed to help the Corporation attract, develop, retain, support and reward employees. The Committee exercises its judgment in determining the Corporation's performance against the non-financial goals.

Long-Term Incentives. The 2006 Long-Term Incentives Plan provides the Committee with flexibility to grant long-term incentive awards in a variety of forms including multi-year performance shares. The purpose of long-term incentive compensation is to align an executive's performance to the long-term success of the Corporation and to increase shareowner value. A significant portion of the compensation of the CEO and other named executive officers is at risk for achieving the strategic financial performance targets set by the Committee in these long-term incentive awards and for growing the Corporation's stock price. These awards also serve as an important retention tool because they vest over multiple years.

Each year the Committee reviews the competitive market data and analysis for long-term incentive grants provided by the independent consultant. This review includes the amount of compensation awarded and the design of a long-term incentive plan that will support the Committee's pay-for-performance philosophy. The target long-term incentive compensation for the CEO and other named executive officers is generally set around the median of the competitive market, making any changes in the targets after evaluating three years of market data to ensure changes are a trend and not just short-term volatility in long-term incentive compensation. The Committee sets the long-term incentive target compensation in dollars. This dollar target is converted to a mix of stock options and multi-year performance shares with overlapping performance cycles. This approach allows the Committee to establish goals for each cycle that reflect the current strategic business plan.

The dollar values of the 2010 incentives were converted on the date of grant to a number of shares underlying stock options based on an option pricing model that determines the value of an option and were converted into a number of target performance shares based on the grant date closing share price.

Stock options only provide compensation if there is growth in the Corporation's stock price. The performance share payouts can range from 0% to 200% of the target amount and the payouts are determined after the three-year results are evaluated against financial goals. A peer performance modifier, based on total shareowner return (TSR) defined as share price growth and dividend yield over the three-year period, can drive an adjustment up or down by 20% of the amount otherwise payable under the performance shares (e.g., if the payout based on financial performance is 200%, the amount may increase to 240% if the Corporation is among the top peer performers, and may be reduced to 160% if the Corporation is among the bottom of the peer performers). For further details on these long-term incentives, see "2010 Compensation, Long-Term Incentives" below.

Long-Term Incentives Performance Results. The long-term incentives are strongly linked to the Corporation's performance results. The Committee has chosen to use a combination of stock options and performance shares with multi-year performance cycles. For information related to the

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performance of the stock options, please see "Outstanding Equity Awards at Fiscal Year End" and "Option Exercises and Stock Vested." The payment of performance shares is dependent on organic sales growth and return on sales (net income divided by total sales) to encourage profitable growth. The following table shows the payouts for long-term performance shares in the past three years and the associated performance by the Corporation on the key measures.

Equity grant practices. The Committee has continued to follow a practice of granting long-term incentives (including stock options) at its November meeting each year. The meeting date is scheduled at least one year in advance. This meeting follows the public release of annual earnings typically by about two weeks. This allows the market to absorb the impact of the Corporation's public release of year-end financial results before the Committee makes the annual grant. The Committee on occasion will make grants at other regularly scheduled meetings when a new executive is named either as a result of an internal promotion or hiring. The Committee has delegated to the CEO the authority to make individual equity grants to positions below certain designated senior executive positions. These grants are approved by the CEO on the date of a regularly scheduled meeting of the Board of Directors. The Committee reviews the use of this delegation at its November meeting each year.

Benefits. The CEO and other named executive officers generally are covered by the same broad range of benefit programs available to other U.S. salaried employees of the Corporation. These benefits include medical, prescription drug, dental, vision, flexible spending accounts, defined contribution savings plans, an employee stock purchase plan, life insurance, disability payments and vacation. In October 2006, the Corporation froze its defined benefit pension plan and amended the defined contribution savings plan to include an additional corporate retirement contribution using a percent of eligible earnings ranging from 0.5% to 6% based on age and service for salaried employees including the named executive officers. The Corporation provides a broad array of benefit programs to attract and retain a skilled and highly talented workforce and to provide employees with choice to meet their personal needs. These benefits are reviewed periodically to assure that they remain competitive and cost effective. It is the Corporation's intention to provide a comprehensive benefits program that in total value is around the median of competitive practice.

Deferral Plans. To provide a tax-effective opportunity to save for retirement or other future needs, the Board of Directors has authorized compensation plans that allow for the elective deferral of the receipt of base salary and annual incentive awards when earned and otherwise payable to eligible employees. Eligible employees include the named executive officers and a select group of other management and professional employees. Deferred amounts accrue earnings based on each

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participant's selection of investment choices that generally mirror the funds provided in the Corporation's qualified savings plan.

Perquisites. As part of a comprehensive executive compensation program, the Committee has provided the CEO and named executive officers certain annual perquisites, such as: car allowance, financial planning allowance, reimbursement for an executive physical exam and airline club memberships.

These perquisites are designed to be competitive within the industry that the Corporation competes for executive talent. They are reviewed annually by the Committee to assure that they continue to be competitive and consistent with the Committee's overall compensation philosophy. Details about the perquisites provided to the CEO and other named executive officers are included in the Summary Compensation Table and its footnotes.

2010 Compensation

At its November 2009 meeting, the Committee approved increased base salaries and annual incentive targets for 2010. Long-term incentive grants in the form of stock options and performance shares for the period 2010 through 2012 were also made at that meeting. In addition, the Committee approved long-term incentive payments for the 2007 through 2009 performance period at the November meeting.

Salary increases were reinstated globally in 2010 and were generally effective January 1, 2010. For 2010, the planned incentive plan target payout was changed from 100% to 40% to provide a more affordable payout given the challenging economic outlook. The actual payout was determined to be 73% after 2010 results were known. The incentive plan for 2010 was designed to range from 0 to a maximum of 160% providing significant upside opportunity as higher levels of financial performance above plan were reached.

Base Salary

The Committee approved a base salary increase for the CEO effective on January 1, 2010 of 3.5% to bring his salary to $1.035 million per year, within the competitive range for similar-sized companies in the general peer group and to recognize the performance of the Corporation during challenging economic times and his achievement of his personal goals. The CEO recommended to the Committee base salary adjustments for the other named executive officers using the same criteria—market position and performance—as for all other salaried employees. Mr. Statler received a larger salary increase in 2010 than the other named executive officers due to his expanded responsibilities following our executive rotation in February 2010.

Annual Incentives

Target Awards for 2010. Target annual incentive amounts for the CEO and other named executive officers are reviewed annually by the Committee using the competitive information provided by the independent consultant. Target awards are set around the median of the competitive data for each position. The target awards are expressed as a percentage of annual salary. Following our

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executive rotation the target annual incentives (as a percentage of base salary) were adjusted as follows:

For 2010, the targets were reduced to 40% of the customary targets due to affordability concerns given the challenging economic outlook.

Performance Measures for 2010. Prior to the beginning of each year, the CEO recommends to the Committee performance measures, based on the annual operating plan, that are most important to achieving the Corporation's goals. For 2010, the Committee selected earnings per share, sales and operating cash flow. Operating cash flow replaced working capital as a percentage of sales. It was selected because it is a direct measure of cash management and is tied to external reporting thus adding more clarity to how the Corporation is performing.

Non-financial business goals are included as a fourth measure. These goals allow the Committee to exercise its discretion for a portion of the incentive and to consider non-financial performance that contributes to or detracts from the success of the Corporation. These non-financial goals for 2010 included program wins, operational excellence and strategies to drive the Corporation's Value Proposition for People.

The weighting of these measures is evaluated each year. For 2010, earnings per share continued to be the highest-weighted measure due to its importance to the success of the company. Sales were weighted lower than prior years due to expected continuation of volatility in commercial markets. Operating cash flow had a relatively higher weighting in 2010 due to the importance of cash flow in a tough economic environment. The weighting of the non-financial goals remained at 20% to ensure continued focus on growth, operational excellence and to drive the Corporation's Value Proposition for People.

Performance Goals for 2010. For each of the financial measures, the Committee sets specific target goals based on the Corporation's annual operating plan approved by the Board of Directors. A minimum threshold below which no payment will be made and "stretch" goals are set for each measure to establish the payout (minimum and maximum) range for the year.

Significant improvements in the corporation's performance for sales and operating cash flow over what was achieved in 2009, adjusted for acquisitions and non-recurring items, were required to earn target awards in 2010. The year-over-year changes are shown in "% Change" column below:

Our 2010 target earnings per share, sales and operating cash flow target goals were each set at the midpoint of the Corporation's initial 2010 financial guidance. The 2010 target earnings per share

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goal was lower than actual 2009 earnings per share of $3.81 as result of increased pension and incentive compensation expenses forecast for 2010. Pension expense was forecasted to increase by approximately $40 million due to lower interest rates and compensation cost was forecasted to increase by approximately $60 million due to the reinstatement of merit pay raises and incentive compensation. If these items had been excluded, the 2010 earnings per share target goal would have been approximately 45 cents higher.

Performance and Payments for 2010. Financial performance for 2010 and the Committee's assessment of non-financial goals resulted in a payout of 73% of the target award before any adjustments for business unit or individual performance. Above target payouts were achieved for earnings per share and operating cash flow. Sales were slightly below the goal set for the year. The Committee exercised its judgment in determining that the Corporation performed very well in achieving its non-financial goals in 2010. The Committee set the 2010 non-financial goals payout at 17% reflecting a 3 percentage point increase above the 14% formula driven payout for the non-financial goals. This increase above the formula payout was determined after the Committee considered the Company's 2010 performance in light of unplanned events, market conditions and its financial performance relative to its aerospace and defense peer companies. The Committee did not assign specific weightings to the achievement of any of the non-financial goals.

The Corporation's 2010 financial goals, the weighting of these goals, the 2010 targets and actual performance achieved, adjusted for acquisitions and certain other non-recurring items are shown below:

Payment to the CEO—The annual incentive payment to the CEO for 2010 that was determined by the Committee in executive session was $746,453 or 73% of his target award for 2010.

Payments to the Named Executive Officers—The Committee reviewed and considered the CEO's recommendations in approving annual incentive awards to the other named executive officers and other designated senior executives. A minor favorable adjustment was made to the Chief Financial Officer's incentive based on individual performance.

Long-Term Incentives

2010 Grant. At its November 2009 meeting, the Committee granted stock options and three-year performance shares (for the 2010 through 2012 performance period) to the CEO, the other named executive officers and certain other executives under the 2006 Long-Term Incentives Plan after consulting with the independent consultant. The target awards in dollars for the CEO and other named executive officers were set after taking into account levels of responsibility, the past three years of competitive market data and the relative contribution of each position to the business (i.e., internal equity or consistency between positions).

Stock Options—50% of the 2010 target dollar value for each named executive officer's long-term incentive award was granted as stock options. The options vest in three equal amounts on the first, second and third anniversary of the grant. The number of stock options is determined on the date of grant by dividing the target stock option compensation in dollars by the fair market value of one

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stock option (using a Binomial Lattice option pricing model for valuation) and rounded up to the nearest 100 shares.

Performance Shares—50% of the 2010 target dollar value for each named executive officer's long-term incentive award was granted by the Committee in the form of a three-year performance award, denominated in performance shares, for achievement of pre-established financial goals for the years 2010 through 2012. The financial goals, based on the strategic plan approved by the Board of Directors, focus on long-term profitable growth of the Corporation—measured by return on sales and cumulative sales—and total return to shareowners relative to aerospace and defense industry peer companies. These measures reflect the importance of long-term financial performance balanced by its impact on total return to shareowners.

Financial goals:

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Return on sales (ROS) is determined by dividing net income by the total sales for the years 2010 through 2012. The goal was set at 12%, consistent with the goal set for the prior 2 cycles despite the continued weakened global economy in 2010. The return on sales goal significantly exceeds the return on sales generally achieved by the aerospace and defense industry peer companies.



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Cumulative sales reflect an average annual growth rate of 8% per year (excluding acquisitions) for the years 2010 through 2012. Taking into account the decline in 2009 sales, the three-year cumulative sales goal of $16.4 billion decreased slightly from the previous three-year cycle ($16.8 billion for the years 2009 through 2011).

The table below summarizes the financial goals for the past three long-term performance cycles:

Peer performance modifier:

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The modifier is a potential adjustment to the award (otherwise determined based on return on sales and cumulative sales) up or down by 20% depending on the Corporation's total return to shareowners (share price growth plus dividend yield) measured against the aerospace and defense industry peer companies that are listed on page 20 of this proxy statement.



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The peer performance adjustment will be made as follows:



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If performance is among the top four aerospace and defense industry peer group companies, the award will be adjusted upward by 20% (i.e., the amount payable will be multiplied by 1.2).



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If performance is among the middle six peer companies, no adjustment will be made.



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If performance is among the bottom four peer companies, a reduction of 20% will be made to the final award (i.e., the amount payable will be multiplied by 0.8).

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The total number of shares awarded in November 2009 for stock options and performance shares at target payout represented 1% of total shares outstanding as of the date of grant. The Committee will review the level of achievement against the pre-established financial goals at its November 2012 meeting and determine the payment, if any, earned by participants for the 2010-2012 performance shares.

Performance Award Payments for the three-year period ending in 2010

In November 2010, in addition to the compensation decisions specific to performance and equity grants in 2010 discussed above, the Committee also determined the payments to participants for the three-year performance shares granted in November 2007 covering fiscal years 2008 through 2010. The pre-established goals for the three-year period were for cumulative sales and return on sales. Performance for the three-year performance period is summarized below:

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Return on sales, after adjustment for acquisitions and non-recurring items, was 13.9%, substantially exceeding the target of 12%. This compares to a median return on sales of 6.1% among the peer companies over the same period.



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Cumulative sales, after reduction for acquisitions by approximately $0.5 billion, was $13.4 billion compared to a goal of $15.3 billion.



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Total shareowners return (stock price plus dividends) was second among the peer companies resulting in a 20% positive adjustment to the payout. There were 10 peer companies for this cycle: AAR Corp., Alliant Techsystems Inc., The Boeing Co., General Dynamics Corp., Goodrich Corp., L-3 Communications Inc., Lockheed Martin Corp., Northrop Grumman Corp., Raytheon Co. and Teledyne Technologies Inc.

Based on the Corporation's financial performance, a payment of 109% of target awards was earned for the three-year period 2008-2010. This amount was multiplied by 1.2 (i.e., increased by 20%) since the Corporation's total shareowner return was second among the peers, which resulted in a final payout of 131%. Payments were made to 134 executives of the Corporation, including the CEO and other named executive officers, based on the formula established for the awards. The Committee made no other adjustments to the final award.

Compensation for 2011

At the September 2010 meeting, the Committee established the criteria for the 2011 annual incentive compensation plan. The measures for determining the annual incentive are reviewed annually to ensure that those chosen best represent the current factors of success for the Corporation and to ensure that they align with the annual operating plan, shareowner growth and employee motivation. The Committee made three significant changes for 2011:

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The payout at plan performance was restored to 100% with a payment range of 0 to 200% of each participant's regular target incentive (in place prior to 2010).



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The weightings of the measures (earning per share, sales, operating cash flow and non-financial goals) have been adjusted to place emphasis on profitable growth as business conditions have improved.



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The non-financial or key business goals have been expanded and renamed the board qualitative assessment. In addition to reviewing the Corporation's performance against enterprise goals, the Committee will also assess performance compared to the industry, market conditions, strategy execution and unplanned circumstances.

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The 2010 and 2011 annual incentive plan weightings are as follows:

Consistent with past targets, the long-term performance goals for 2011 through 2013 were established at an 8% average annual growth rate for the cumulative sales target and a 12% return on sales target. As in past years, the performance shares will be subject to an adjustment, either up or down, based upon the peer performance modifier.

At the Committee's September 2010 meeting, the independent consultant presented competitive benchmark data for named executive officers' base salaries using the general peer group compensation data. At the Committee's November 2010 meeting, the CEO reviewed the performance of and the salary recommendation for the other named executive officers and designated senior executives. Salary increases for the named executive officers and designated senior executives were approved by the Committee and will be effective January 1, 2011 consistent with most of the Corporation's employees worldwide. In addition, based on the competitive report provided by the independent consultant, the Committee considered the CEO's recommendation in approving target annual incentives for 2011 and long-term incentive grants made up of stock options and three-year performance share awards that are dependent on the Corporation's performance for the years 2011 through 2013 for cumulative sales, return on sales and total shareowner return using the same peer group.

At its November 2010 meeting, the Committee met in executive session with the CEO to discuss his performance for 2010. The Committee then met in executive session with the independent consultant and without the CEO present to discuss the CEO's compensation. They reviewed the Corporation's results for 2010 and established the CEO's annual incentive payment (as outlined above) and approved the 2008 through 2010 performance shares earned according to the pre-established formula approved in 2007. Based on the input of the independent consultant and after consulting with the other members of the Board of Directors, the Committee approved a base salary increase for the CEO of 6.3% to $1.1 million annually (effective on January 1, 2011 consistent with the increase date for most employees worldwide), the 2011 target annual incentive at 110% of base earnings and a long-term incentive target award of $3.75 million made up of stock options and a three-year performance share award payable for achieving pre-established goals for return on sales, cumulative sales and total shareowner return for the 2011 through 2013 performance period.

Stock Ownership Guidelines

The Committee believes that senior executives should have a significant equity interest in the Corporation. To promote equity ownership and further align the interests of senior executives with the Corporation's shareowners, the Committee established ownership guidelines for senior executives.

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These guidelines require that each executive officer own shares of the Corporation's Common Stock with a market value of at least a specified multiple of their salary within a predetermined time period. The guidelines are as follows:

Progress toward meeting the guidelines is reviewed by the Committee annually. Based on the Corporation's 2010 fiscal year end stock price of $58.51 per share, it is projected that the ownership guidelines will be met by January 1, 2012, or within six years of any date of promotion after April 2006.

The Committee considers the following as shares held toward meeting the ownership requirements: shares and share equivalents owned outright (including in trusts and those held by a spouse), shares in the qualified savings plan and share equivalents held in the non-qualified savings plan. Unexercised stock options and unearned performance shares are not included toward meeting the guidelines. The Corporation's insider trading guidelines prohibit our executive officers or employees from selling the Corporation's stock "short" or entering into any puts or calls relating to the Corporation's stock.

Employment, Severance and Change of Control Agreements

The Corporation does not generally enter into employment contracts with its executive officers, including severance arrangements. None of our named executive officers have employment contracts. The executives serve at the will of the Board of Directors. This approach allows for removal of an executive officer prior to retirement whenever it is in the best interest of the Corporation to do so, with discretion on whether to provide any severance benefits (excluding vested benefits). On the rare occasion when an executive officer is removed, the Committee exercises its business judgment in approving any appropriate separation agreement in consideration of all relevant circumstances, including the individual's term of employment, past accomplishments and reasons for separation.

The Committee has approved change of control employment agreements with each of the named executive officers and with certain other executives. The current agreements were approved in 2009 after reviewing the competitive data for similar arrangements with the independent consultant. The Committee has adopted these agreements to provide executive officers with a strong incentive to continue their employment with the Corporation if there is a change of control, or the threat of such a transaction, and to maintain a competitive total compensation program. These change of control employment agreements protect executives if they are terminated by an acquirer following the change of control.

Change of control severance payments are subject to a "double trigger" requiring that a change of control occur and a termination, or constructive termination, of employment also occur within a two-year protected period. Additionally, stock options granted on or after November 2009 have been subject to a similar "double trigger" consistent with the terms of the performance shares. The change of control agreements have a three-year term expiring on June 30, 2012, but will automatically renew with a one-year term on each anniversary of such date unless 60-days notice of non-renewal is given.

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The Committee has provided for special treatment of long-term incentive awards upon death, disability and retirement, as well as change of control. The Committee evaluates these provisions from time to time and believes they are appropriate as part of a competitive total compensation program. For additional details about the terms and potential payments in the event of change of control and other separations, see the discussion of "Potential Payments upon Termination or Change of Control."

Payment Recovery Provisions

Executive officers are subject to certain restrictive agreements that could be relevant upon a termination of employment, including confidentiality restrictions, mutual arbitration agreements, non-competition covenants and employee non-solicitation arrangements. An executive could lose all outstanding long-term incentives and/or be required to refund various long-term incentive benefits realized in the prior two-year period for breaching the non-compete or non-solicitation restrictions.

The CEO and CFO could also be required by law to reimburse the Corporation for certain incentive compensation amounts received associated with misconduct leading to an accounting restatement. In addition, the Committee will adopt a clawback policy after the SEC issues final rules implementing the clawback provisions set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act. Preliminary SEC rulemaking is expected to occur in the April-July 2011 time period with final SEC rules to be adopted thereafter.

Tax Deductibility of Executive Compensation

Under Internal Revenue Code Section 162(m), a publicly held Corporation may not deduct in any taxable year compensation in excess of one million dollars paid in that year to its CEO and its other named executive officers (other than its CFO) unless the compensation is "performance based." Awards under the Senior Executive Incentive Compensation Plan, grants of stock options and grants of performance shares are designed to be "performance based" compensation. Since the Committee retains discretion with respect to base salaries and certain other compensation awards, those elements do not qualify as "performance based" compensation for these purposes. For fiscal year 2010, the Committee believes that all of the compensation for the named executive officers is deductible under this tax code provision, other than the portion of Mr. Jones' base salary and perquisites that is in excess of one million dollars.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the executive compensation program in a manner that serves the interests of the Corporation and its shareowners. For a discussion of the policies and procedures, see "Corporate Governance; Board of Directors and Committees—Compensation Committee" in this proxy statement.

Management of the Corporation prepared the Compensation Discussion and Analysis of the compensation program for named executive officers. We reviewed and discussed the Compensation Discussion and Analysis for fiscal year 2010 (included in this proxy statement) with management. Based on this review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the 2010 Form 10-K for filing with the Securities and Exchange Commission. The Board has approved that recommendation.

Compensation Committee
Anthony J. Carbone, Chairman
Mark Donegan
Ralph E. Eberhart

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SUMMARY COMPENSATION TABLE

The following table sets forth information concerning compensation, from all sources, paid to or earned by our chief executive officer, chief financial officer and our other three most highly compensated executive officers at fiscal year end 2010 (the "named executive officers"), for services rendered in all capacities to us and our subsidiaries for the 2010, 2009, and 2008 fiscal years.

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GRANTS OF PLAN-BASED AWARDS

Shown below is information on grants to the Named Executive Officers of plan-based awards during fiscal year 2010.

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Annual Incentive Compensation Plan

The annual Incentive Compensation Plan is an incentive plan under which participants are eligible for payouts based on the achievement of specific financial goals and key business goals that are aligned with our annual operating plan as approved by the Board of Directors. It is a broad based plan applicable to most of our employees and for 2010 it included specific goals for sales, earnings per share and operating cash flow and non-financial goals in the categories of growth and program pursuits, operational excellence and people goals. Annual incentive payments can range from 0 to 200% of the incentive target based on our performance achieved against the financial and non-financial goals; however, for 2010, the range of payments was from 0 to 160%. Individual performance adjustments can be made to the incentive payments.

The 2006 Annual Incentive Compensation Plan for Senior Executive Officers (Senior Executive Plan), approved by shareowners at the 2006 Annual Meeting, and amended and restated on September 12, 2007 to reflect changes in respect of Internal Revenue Code Section 409A, provides for an Internal Revenue Code Section 162(m) compliant maximum amount for the incentive awards that can be allocated each year to the named executive officers based on a percentage of pre-tax segment operating earnings. The Senior Executive Plan generally yields a potential incentive payout to the named executive officers that are significantly higher than the incentive payout to the named executive officers calculated in accordance with the incentive plan applicable to a broader group of executives. The Compensation Committee regularly exercises its discretion under the Senior Executive Plan to reduce and align the actual payout to the named executive officers with the more broadly applicable incentive plan.

Performance Shares

For 2010, performance share awards are based on three-year performance periods tied to established targets for cumulative sales and return on sales. Payouts can range from 0 to 200%. In addition, the awards include a potential multiplier adjustment up or down by 20 percent depending on the Corporation's total return to shareowners (share price growth plus dividend yield) measured against a group of peer companies. If performance is among the top group of peer companies (top 4 of 14), 20 percent of the amount otherwise payable will be added to the award. If performance is among the middle group of companies (middle 6 of 14), no adjustment will be made. If performance is among the bottom group of peer companies (bottom 4 of 14), a reduction of 20 percent of the amount otherwise payable will be made to the final award. The actual number of shares, to the extent earned, will be determined after the applicable three-year period is complete. The performance shares are payable in shares of Common Stock. Upon death, disability or retirement under a retirement plan of the Corporation, participants continue to be eligible to receive a payment, if any, and any such amount shall be pro rated and paid at the normal time and manner.

Stock Options

The provisions of the stock option grants are as follows:

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ten-year term



•

the exercise price is the closing sale price of our stock on the date of grant



•

vest in three equal amounts on the first, second and third anniversary of the grant



•

continue to vest upon retirement under one of our retirement plans (eligibility is currently as early as age 55) provided the retirement occurs on or after the first anniversary of the grant

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•

upon death, stock options become fully exercisable



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for grants made prior to November 2009, stock options are fully vested automatically upon a change of control



•

for grants made on or after November 2009, stock options are subject to double trigger vesting (i.e., a change of control and a qualifying termination of employment in the protected period)



•

incentive stock options were used prior to November 2009 for a portion of the grant to the named executive officers and certain other senior executives

General

For further information about these plan-based awards, see the "Compensation Discussion and Analysis."

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides outstanding stock options and unvested stock awards information for the named executive officers as of fiscal year end 2010.

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