UNDERWRITING AGREEMENT ROCKWELL COLLINS, INC. $300,000,000 Floating Rate Notes due 2016 $400,000,000 3.700% Notes due 2023 $400,000,000 4.800% Notes due 2043 Underwriting AgreementUnderwriting Agreement • December 17th, 2013 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York
Rockwell Collins, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its Floating Rate Notes due 2016 (the “2016 Notes”), $400,000,000 principal amount of its 3.700% Notes due 2023 (the “2023 Notes”) and $400,000,000 principal amount of its 4.800% Notes due 2043 (the “2043 Notes” and together with the 2016 Notes and the 2023 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of November 1, 2001, as supplemented as of December 4, 2006 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).
