COL Rockwell Collins, Inc. (delisted)

PART III

Experience, qualifications, attributes and skills:

David Lilley , age 71, has served as a Director since 2008. Mr. Lilley is a member of the Audit Committee, the Board Nominating and Governance Committee and the Corporate Strategy and Finance Committee. He served as Chairman of Cytec Industries (specialty chemicals and materials) from January 1999 to December 2008, Chief Executive Officer of Cytec Industries from May 1998 to December 2009, and Non-Executive Director of Cytec Industries from January 2009 through April 2009. He was President of Cytec Industries from January 1997 through June 2008. From 1994 until January 1997, he was a Vice President of American Home Products Corporation, responsible for its Global Medical Device business. Prior to that, he was a Vice President and a member of the Executive Committee of American Cyanamid Company (medical and agricultural products). Mr. Lilley is also a director of Public Service Enterprise Group Inc. and a former director of Arch Chemicals, Inc. and Andeavor (formerly known as Tesoro Corporation).

Experience, qualifications, attributes and skills:

Class II Directors with Terms Expiring in 2021

Anthony J. Carbone , age 77, has served as a Director since 2001. Mr. Carbone is our Lead Independent Director and a member of the Executive Committee. He served as our Non-Executive Chairman from August 2014 to November 2015 and he served as our Lead Independent Director from November 2012 until August 2014. Mr. Carbone served as Vice Chairman of the Board of Directors of The Dow Chemical Company (chemical, plastic and agricultural products) from February 2000 to October 2005 and Senior Consultant of Dow from November 2000 to October 2005. He served as Executive Vice President of Dow from November 1996 to November 2000. He is a former member of the American Chemical Society and former Board Member and Chairman of the American Plastics Council and the Society of Plastics Industries. Mr. Carbone has served on the Advisory Council of the Heritage Foundation.

Experience, qualifications, attributes and skills:

Robert K. Ortberg , age 58, has served as a Director since 2013. Mr. Ortberg is our Chairman of the Board and is the Chairman of the Executive Committee. He has been our Chief Executive Officer since August 2013 and has served as our President since September 2012. He served as our Executive Vice President, Chief Operating Officer, Government Systems from February 2010 to September 2012 and as our Executive Vice President, Chief Operating Officer, Commercial Systems from October 2006 to February 2010. He served as a director of Bucyrus International, Inc., from July 2008 to July 2011 and joined the Board of Aptiv PLC (automotive technology and mobility) in September 2018. He serves on the Board of Governors for the Aerospace Industries Association, is a member of The Business Council and serves on the Board of Directors of FIRST ^® (For Inspiration and Recognition of Science and Technology) and the Hawkeye Council of the Boy Scouts of America. He also serves on the University of Iowa Engineering Advisory Board and on the Board of Trustees of the United Way of East Central Iowa.

Experience, qualifications, attributes and skills:

Cheryl L. Shavers , age 64, has served as a Director since 2002. Dr. Shavers is Chairman of the Technology and Cybersecurity Committee and a member of the Board Nominating and Governance Committee. Dr. Shavers has been the Chairman and Chief Executive Officer of Global Smarts, Inc. (business advisory services) since February 2001. She served on the Advisory Board for E.W. Scripps Company, and as Under Secretary of Commerce for Technology for the United States Department of Commerce from November 1999 to February 2001 after having served as its Under Secretary Designate from April 1999 to November 1999. She served as Sector Manager, Microprocessor Products Group for Intel Corporation prior to April 1999.

3

She served as Non-Executive Chairman of BitArts Ltd. from 2001 to December 2003 and served as a director of ATMI, Inc. from 2006 to 2014. She served on the Board of Directors of Mentor Graphics Corporation from June 2016 until it was purchased by Siemens AG in April 2017. She is currently on the Board of Knowles Corporation (supplier of micro-acoustic, audio processing and precision device solutions) and ITT Corporation (components and solutions for energy, transportation and industrial markets).

Experience, qualifications, attributes and skills:

4

See also the information with respect to executive officers of the Company in Part I under the caption “Item 4A. Executive Officers of the Company.” There are no family relationships, as defined, between any of the above directors and any other director or any executive officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the New York Stock Exchange. Officers, directors and greater than ten percent shareowners are required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5 that they file.

Based solely on our review of copies of such forms we have received and written representations from certain reporting persons confirming that they were not required to file Forms 5 for fiscal year 2018, we believe that all of our officers, directors and greater than ten percent beneficial owners complied with all SEC filing requirements applicable to them under Section 16(a) of the Securities Exchange Act with respect to transactions during fiscal year 2018.

CODE OF ETHICS

We have adopted a handbook entitled Rockwell Collins Standards of Business Conduct, and we have supporting policies covering standards of business conduct and conflicts of interest (collectively, the “code of ethics”). The code of ethics applies to our Chief Executive Officer, Chief Financial Officer, Vice President, Finance & Controller (who serves as our principal accounting officer), as well as to all of our other employees and to the members of our Board of Directors. The code of ethics is publicly available on our website at www.rockwellcollins.com. If we make any amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code applicable to our Chief Executive Officer, Chief Financial Officer or principal accounting officer requiring disclosure under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website.

AUDIT COMMITTEE

The Company has a separately designated standing audit committee (the “Audit Committee”) established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Chris A. Davis, Richard G. Hamermesh, David Lilley and Andrew J. Policano. The Audit Committee consists entirely of directors who meet the independence and other requirements of the NYSE and applicable law. All four members have been deemed “audit committee financial experts” (as defined by applicable SEC rules) by our Board of Directors.

The following is an explanation of the above table:

Fees . All 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. Mr. Carbone was also entitled to additional fees for his service as Lead Independent Director. Please see “Cash Compensation” below for a description of director fees that are paid in addition to the annual retainer. Generally, fees may be paid in cash or in RSUs in lieu of cash, at the election of each non-employee director. Director Whates departed the Board in February 2018 pursuant to the terms agreed upon at the time of our acquisition of B/E Aerospace. For fiscal 2018, deferrals of cash fees into RSUs were as follows: Mr. Carbone $25,000, Ms. Davis $31,250, General Eberhart $20,000, Mr. Edwardson $115,000, Mr. Lilley $27,500 and Mr. Turner $100,000.

Stock Awards . The dollar value for stock awards represents the aggregate grant date fair value of the RSUs determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) and does not reflect a reduction for possible forfeitures. Under our long-term incentives plan, non-employee directors receive an annual grant of RSUs determined by dividing a fixed amount by our closing stock price on the date of the Annual Meeting. For fiscal 2018, the fixed amount was $120,000. Dividend equivalents on RSUs accrue quarterly and are included in this column. For more information see “Stock-Based Compensation” below.

The outstanding equity awards held at the end of fiscal year 2018 by each non-employee director are shown in the following table.

All Other Compensation . The amounts shown in the 2018 Director Compensation Table under the column “All Other Compensation” represent dividends paid on restricted stock to Ms. Davis, Dr. Shavers and Mr. Carbone and matching gifts under our charitable matching gift program of $1,250 for Mr. Carbone, $7,500 for Dr. Shavers.

6

Director Compensation Design

Our non-employee director compensation program is reviewed on a periodic basis by the Compensation Committee together with the Compensation Committee’s independent consultant. The Compensation Committee recommends compensation program changes to the Board of Directors. The components of the program are described below.

Non-employee directors are reimbursed for all reasonable expenses associated with attending Board and Committee meetings and otherwise relating to their director duties. Non-employee directors are also eligible to receive up to $5,000 each calendar year in matching charitable gifts under our matching gift program.

Stock-Based Compensation

Our long-term incentives plan limits the stock-based compensation that can be granted to non-employee directors. The dollar value of equity awards that can be granted to our non-employee directors is limited to an aggregate value of $500,000 (determined as of the grant date) in any consecutive twelve-month period. Under our long-term incentives plan, each non-employee director is granted RSUs concurrently with the director’s initial election to our Board. The value of these RSUs is equal to $100,000 plus a prorated amount determined by multiplying $120,000 by a fraction, the numerator of which is the number of days remaining until the next Annual Meeting of Shareowners and the denominator of which is 365. Following each Annual Meeting, continuing non-employee directors are granted RSUs with a value of $120,000 as of the date of the meeting. RSUs, 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’ RSUs, dividend equivalents in the form of additional RSUs accumulate on the date we otherwise pay dividends on our common stock.

Deferral Opportunities

Under our long-term incentives plan, each non-employee 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 RSUs valued at the closing price on the date the cash retainer payment would otherwise be paid. Upon termination of Board service, a director will receive unrestricted shares of our common stock as payment for all RSUs the director then holds. Beginning with calendar year 2017, directors may defer payment of their RSUs for periods extending beyond the termination of their Board service.

7

Director Stock Ownership Guidelines

Each non-employee director is required to own shares of our common stock with a market value of at least five times the annual retainer amount within six years of joining the Board. All of our non-employee directors meet the stock ownership guidelines. The following are counted for purposes of meeting these ownership guidelines: shares owned outright (including in trusts and those held by a spouse), shares of restricted stock and RSUs. The Compensation Committee’s independent consultant reviews the ownership guidelines on a periodic basis to ensure that they are aligned with compensation best practices.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis section reviews the elements and objectives of our compensation program and how they align with our performance and the decisions we made during 2018 for our Named Executive Officers (NEOs) listed in the Summary Compensation Table.

Introduction

In the discussion that follows, we provide:

Included within the Compensation Discussion and Analysis you will find a series of tables containing specific information about the compensation earned or paid in fiscal 2018 (September 30, 2017 to September 28, 2018) to our NEOs. Unless otherwise noted, references to years in this discussion are to our fiscal years.

Our NEOs for 2018 were:

Executive Summary

Acquisition by United Technologies Corporation

In September of 2017, we entered into an Agreement and Plan of Merger (Merger Agreement) with United Technologies Corporation, or UTC, and Riveter Merger Sub Corp., a UTC subsidiary. Upon completion of the acquisition we will become a subsidiary of UTC. Under the terms of the Merger Agreement we are restricted from making certain compensation changes, including for our NEOs, without first obtaining UTC’s approval. UTC approved all of the 2018 compensation changes that impacted our NEOs. As described in more detail below, the pending merger also influenced the design of our 2018 long-term incentives program.

Addition of Interior Systems Business

In April 2017, we completed our $8.6 billion acquisition of B/E Aerospace, Inc. (B/E), and formed our Interior Systems business. The addition of B/E greatly expanded our capabilities, offerings and the size of Rockwell Collins. Given our increased size, our peer group for compensation benchmarking similarly increased. Mr. Lieberherr, the former chief executive officer of B/E, became the Executive Vice President and Chief Operating Officer of Interior Systems when the acquisition was completed. In October of 2016, shortly before we announced that we entered into an agreement to acquire B/E, we entered into an employment agreement with Mr. Lieberherr (Lieberherr Employment Agreement) to help ensure that he would remain employed during the crucial period following the acquisition while we integrated B/E into Rockwell Collins. The Lieberherr Employment Agreement is described in more detail on page 27. None of our other NEOs are a party to an employment agreement with us.

8

Compensation Philosophy

The Compensation Committee (Committee) believes in pay-for-performance and approves programs that are aligned with corporate and shareowner goals. To attract and retain top talent, target compensation is set around the median of the competitive market with the opportunity to achieve greater compensation if superior performance is achieved.

2018 Annual Incentive Plan Results

The Compensation Committee approved, with UTC’s consent, a payout of annual incentive plan bonuses for all employees, including our NEOs, at 100% of target. For more information, please see 2018 Annual Incentive Results on pages 23-24.

2016–2018 Performance Share Results

The Committee approved, with UTC’s consent, a payout of the performance shares at 114% of target. For more information, please see 2016–2018 Performance Share Payments on pages 24-25.

Results of 2018 Shareowner Advisory Vote on Executive Compensation

Each year, in accordance with its charter, the Committee considers the outcome of the shareowner advisory vote on executive compensation when making future decisions relating to the compensation of the NEOs and our executive compensation program and policies. The Committee also considers other feedback from our shareowners. At our 2018 Annual Meeting, our executive compensation program was approved by 95.5% of the votes cast by shareowners (not counting abstentions and broker non-votes). The Committee believes this conveys our shareowners’ continued strong support of the philosophy, strategy and objectives of our executive compensation program. Nonetheless, the Committee continues to assess our executive compensation program and policies, based on our strategic needs and external market practices.

Executive Compensation – Governance Practices

What We Do

9

What We Don’t Do

Executive Compensation – Roles and Responsibilities

Compensation Committee

The Committee, which consists entirely of independent directors, has responsibility for the development and oversight of our executive compensation program. The Committee’s duties and responsibilities are described under “Compensation Committee” on page 48.

Independent Compensation Consultant

The Committee selects and retains the services of a compensation consultant to provide professional advice on our executive compensation program and the non-employee director compensation program. The Committee assesses the consultant’s independence and whether there are any conflicts of interest annually. In determining that the consultant was independent, the Committee considered the factors set forth in Rule 10C-1(b) of the Securities Exchange Act of 1934. The independent consultant, a managing director at Semler Brossy Consulting Group, LLC, is retained directly by the Committee and only provides services related to executive and director compensation. The independent consultant interacts directly with the Committee’s chairman in preparation for meetings, provides advice in Committee meetings, assists with the design of compensation arrangements 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 our 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 provides the Committee with his assessment of the performance of the Corporation, our organizational units and of other 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 and makes recommendations for compensation changes for the other NEOs. The CFO provides input on the metrics to use in our compensation programs and on the setting of performance goals. The Senior Vice President, Human Resources provides support, analysis and counsel with respect to the administration of the programs under the supervision of the Committee. Certain members of management, including the CEO and the Senior Vice President, Human Resources, regularly attend Committee meetings. The Committee has delegated authority to the CEO to approve compensation arrangements other than for our executive officers, with limitations that are established by the Committee. The Committee meets for a portion of its meetings in executive session, with its independent consultant and 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-employee board members.

10

Factors that we use to assess and set NEO compensation include:

11

The Committee believes in ensuring a clear alignment between pay and performance as evidenced by the strong correlation between total shareowner return, financial performance and executive compensation. However, the Committee does not believe that factoring of the various items it considers in making its compensation-related decisions for each NEO should, or can, be reduced to a formula or done by reference to a specific benchmark against peer companies.

Final compensation determinations are made by the Committee after review and evaluation of these considerations and the other items discussed in this Compensation Discussion and Analysis.

What Our Compensation is Intended to Reward

A substantial amount of our executive compensation is variable and tied to the achievement of both annual and long-term incentives plan goals. To support our pay-for-performance philosophy, performance is evaluated and compensation rewarded and adjusted as follows:

Corporate Performance

Our annual incentive plan is designed to reward the achievement of annual financial goals that are important to our current and future success. These goals are included in our annual operating plan that is prepared by management and approved by the Board of Directors. Our long-term incentives plan is designed to reward the achievement of long-term financial goals and increased shareowner value. Historically, under this plan, we grant executives three-year performance shares and stock options on an annual basis. In 2018 we granted performance shares and restricted stock units. See page 19 for further discussion on why restricted stock units were granted instead of stock options.

Organizational Unit Performance

The CEO reviews the performance of each organizational unit based on the achievement of goals included in our annual operating plan. Based on this overall assessment, the CEO has been delegated the discretion by the Committee to adjust the annual incentive plan awards upward or downward by up to five percent to reflect the organizational unit’s or shared service’s performance. In the case of an organizational unit adjustment impacting a NEO, the CEO will make a recommendation to the Committee for its approval. For 2018, there were no organizational unit adjustments.

Individual Performance

Our performance management approach applies to the majority of our salaried employees, including the NEOs. Under this plan, an employee’s performance is evaluated against the expectations of his or her position, whether he or she exhibits our values in the performance of his or her job and whether he or she met or exceeded his or her individual performance goals. Individual performance goals are established at the beginning of each fiscal year and are aligned with our annual operating plan and/or the Rockwell Collins Vision Roadmap. Performance under the plan is evaluated throughout the fiscal year. The CEO reviews the individual performance goals of the NEOs, evaluates their performance and recommends to the Committee any resulting performance adjustments to their salaries and annual incentive payments. The CEO’s personal goals are reviewed and approved by the Committee each year. Following the end of the fiscal year, the Committee, with any input from the other directors, formally evaluates the CEO’s performance, including personal goals, during its executive session and approves any salary adjustment and/or individual performance adjustment to the annual incentive payment.

Market Assessment

The Committee annually considers market data for total direct compensation (base salary plus annual incentive plan target and long-term incentive target) for the NEOs and other designated senior executives based on the independent consultant’s review of market data. The Committee uses this market data and the analysis by the independent consultant to assess the competitiveness of the compensation paid to our NEOs as well as the mix between fixed (base salary) and variable (annual and long-term incentives) compensation. The Committee generally establishes base salaries as well as annual and long-term incentive targets around the median of the general industry peer group, which is described below. An executive can be paid above or below that amount based on years in the position, prior experience, individual performance and corporate performance. Although the Committee reviews market data, there is no expectation or commitment to tie any particular executive’s compensation to the general industry peer group market data.

12

The general industry peer group market data provides reasonable consistency year-over-year due to the large number of participants in the survey. We use a general industry peer group instead of aerospace and defense (A&D) peers because of the wide range of company revenues, both much larger and smaller than ours, within the A&D industry. The general industry peer group provides a larger sample for comparison than an A&D specific peer group would provide and it also provides a much tighter range of company revenues. A wide variety of positions are reported in the general industry market data, allowing for more specific comparisons to our executive officers. We use this market data because our senior executives have skills that are in demand outside of the A&D industry. In September 2017, the independent consultant provided an analysis using compensation information from 46 companies with revenues ranging from $7 billion to $11 billion to obtain market data to support the compensation decisions made in November 2017. Given the acquisition of B/E Aerospace, which substantially increased our size and annual revenues, the revenue range of companies we benchmark pay to was updated from (i) $4 billion to $8 billion to (ii) $7 billion to $11 billion. Due to the updated compensation peer group, pay for Messrs. Ortberg and Allen increased commensurate with their expanded enterprise-wide oversight and scope of responsibilities.

The Committee believes that these companies are good comparators and that this market data allows a robust analysis of executive pay. The companies in the compensation peer group, in addition to Rockwell Collins, are as follows:

Comprehensive Compensation Review

In the course of reviewing data from external sources and making decisions about CEO compensation or considering the CEO’s compensation recommendations for other NEOs, the Committee also reviews comprehensive compensation information for each NEO and other executive officers who may in the future become NEOs. This information is presented in the form of a tally sheet and 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 also reviews modeling projections on the potential future value of long-term incentive grants. The Committee reviews this information to ensure that the total compensation awarded to each NEO is reasonable and consistent with the compensation philosophy and objectives discussed above.

13

Elements of Our 2018 Compensation Program

Below is a graphical presentation of our total direct compensation program (base salary + target annual incentive + target long-term incentives):

In the table below, we discuss for each compensation element of target direct compensation (base salary plus annual incentive plan target and long-term incentive target) the key characteristics of the element, why we pay the element, and how we determine the amount payable. 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.

14

Our Compensation Mix

Our compensation programs emphasize variable pay that aligns compensation with our pay-for-performance philosophy and shareowner value. The mix for our NEOs is heavily weighted toward variable, performance-based compensation. The CEO, in particular, has a greater percentage of his pay at risk than our other executives because his actions can have a greater influence on our performance. The allocation of target compensation for our NEOs for 2018 is as follows:

15

To determine the percentages shown above, we assume annual bonuses are earned at target and long-term compensation (restricted stock units and performance shares) have a value equal to the target value at grant. Since these awards have both upside opportunity and downside risk, these percentages may not reflect the actual amounts realized.

Short-Term Compensation

Base Salary . Each of the NEOs is paid a base salary for performance of their job duties and responsibilities. Base salary targets are set around the median of the competitive data from our compensation peer group companies for each executive role; however, actual salaries can be below, at or above the median depending on performance and experience. Newly promoted 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 from our compensation peer group companies that is presented by the independent consultant. The salaries of the NEOs, excluding the CEO, are approved by the Committee after considering input from the CEO regarding base salary adjustments for the other NEOs and consulting with the independent consultant and the Board of Directors.

Annual Bonus . Each of the NEOs is eligible to receive a cash bonus equal to a percentage of base salary for the year. The target percentage is determined based on job scope, responsibilities and market data. Target awards are set around the median of the competitive market data from our compensation peer group companies for each position. In assessing the competitive market data, generally the Committee will make changes to targets only if the competitive market data shows that increases have been sustained over a two-year period.

The annual bonus 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. Annual incentive payments can range from zero to 200% of the annual incentive target based on the performance achieved against the financial goals. Annual incentive payouts are also subject to organizational unit, as well as individual, adjustments.

Prior to the beginning of each year, the Committee, with input from other members of the Board of Directors, management and the independent consultant, determines the performance measures that are most important for the Corporation to achieve its goals. The Committee believes that each performance measure in the plan is a key driver of our financial performance and that this combination of measures reflects an accurate representation of our overall annual financial performance.

16

For 2018 the performance measures and the weights for the Rockwell Collins Incentive Compensation Plan (ICP), in which Messrs. Ortberg, Allen, Statler and Jasper were participants, were as follows:

The weights and measures for the Interior Systems Management Incentive Plan (MIP), in which Mr. Lieberherr was a participant, were as follows.

17

The following table shows the annual incentive target as a percentage of base salary for each of the NEOs for 2018 and 2017.

Long-Term Incentives

The purpose of our long-term incentive compensation plan is to align an executive’s performance with our long-term success. Compensation from long-term incentives makes up a significant portion of our NEOs’ overall compensation with target awards based on job scope, responsibilities and market data from the compensation peer group companies. Actual value is tied to growing our stock price and, in the case of performance shares, contingent on the extent to which the underlying financial performance goals are achieved. Our long-term incentives plan provides the Committee with the flexibility to grant long-term incentive awards in a variety of forms. Our 2018, long-term incentive award mix for our NEOs is shown on the following chart:

18

Both the number of performance shares and restricted stock units granted was determined by dividing 50% of the target dollar grant value by the closing price of our common stock on the date of grant.

Restricted Stock Units . Ordinarily, the Committee would grant half of the long-term incentive target in the form of stock options and the other half in performance shares. However, because the long-term incentive grants occurred in November of 2017, which was after the Merger Agreement was signed, the Committee decided to replace stock options with restricted stock units because the restricted stock units better preserved the expected value of the grant whether or not the merger is completed. The restricted stock units provide greater retention value and like the stock options they replaced, vest in three equal amounts on the first, second and third anniversaries of the date of grant. Upon completion of the merger, any of the unvested restricted stock units granted in November of 2017 will be converted into UTC restricted stock units with the same vesting terms. The restricted stock units will fully vest if an executive is terminated without cause or if an executive terminates employment for good reason following the acquisition.

Performance Shares . The Committee believes performance shares are an integral component of our executive compensation program. They support the achievement of long-term financial and business success, and our TSR modifier helps ensure that they reflect our shareowner return relative to our TSR modifier peer group helping to further drive shareowner value.

The performance shares paid at the end of the three-year performance period can range from zero to 200% of the target based upon the achievement of pre-established performance goals. As described below, there can be a further positive or negative adjustment of up to 20% based upon our TSR performance. In 2018, the performance goals were free cash flow and cumulative sales.

19

The weighting of the performance measures for the 2018–2020 performance share grant are as follows:

TSR Modifier . The number of performance shares payable is subject to adjustment based upon our TSR performance relative to the TSR modifier group. TSR is defined as share price growth and dividend yield over the three-year period. This calculation assumes dividends are reinvested. The FY2018–2020 TSR modifier is depicted below.

FY2018-2020 TSR Modifier
Rockwell Collins Relative TSR Performance		Total Shareowner Return Modifier
³ 80th Percentile		1.2
< 20th Percentile		0.8

Our TSR modifier peer group is reviewed annually by the Committee. In 2017, the Committee evaluated the peer group and expanded the criteria framework to recognize the growing importance of international sales and the Company’s changing commercial and defense mix. The Committee considers both U.S. publicly-traded companies and internationally-traded companies with an aerospace and defense products focus. Preference is given to companies with a similar business and operational perspective (i.e., product focus, mix of sales in U.S. and outside of U.S., customer mix, industrial orientation, analyst coverage). Companies may enter or exit our TSR modifier group given these criteria.

With our acquisition of B/E in April 2017, our overall product mix became much more weighted towards commercial sales. As a result, the Committee’s independent consultant recommended that the Committee remove Lockheed Martin, Northrop Grumman and Raytheon from the TSR modifier group because they are defense contractors. No other changes were made to the TSR modifier group.

For the 2018–2020 performance period the following companies will be used to determine the TSR percentile rank and modifier:

20

Upon completion of the merger, the performance shares granted in November of 2017 will be converted into UTC restricted stock units that will cliff vest on October 2, 2020, the date 2018–2020 performance period would have been completed but for the acquisition. The replacement UTC restricted stock units will fully vest if an executive is terminated without cause or if an executive terminates his employment for good reason following the acquisition.

Equity Grant Practices . The Committee typically grants long-term incentives at its November meeting each year. This meeting typically follows the public release of annual earnings by about two weeks. 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 external hire. The Committee has delegated the authority to the CEO to make individual equity grants to positions below certain designated senior executive positions within certain parameters. 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.

At its November 2017 meeting, the Committee granted restricted stock units and three-year performance shares for the 2018–2020 performance period to our NEOs and certain other executives under our long-term incentives plan. The target awards in dollars for the NEOs were established after taking into account levels of responsibility, up to three years of competitive market data from the compensation peer group companies and the relative contribution of each position to the business (i.e., internal equity or consistency between positions). The targets for Mr. Ortberg and Mr. Allen were each increased to bring the targets within the competitive range of pay for their respective positions in our updated compensation peer group. The target dollar value of the long-term incentives granted to each of the NEOs for the past two years are shown below:

The total number of shares awarded for fiscal 2018 in November 2017 to all executives for restricted stock units and performance shares at target payout represented in the aggregate approximately 0.2% of the total shares outstanding as of the date of grant.

In establishing goals for the 2018–2020 performance period, the Committee’s focus was to balance the need to pay for performance, retain executive talent and establish realistic goals that reflect the economic environment in which we are operating. To accomplish this, several factors were considered by the Committee, including:

The Committee determined that cumulative sales should continue to be used as a performance measure due to the substantial importance of growing sales. The free cash flow goals were set to neutralize the cash tax impact of new revenue recognition rules and the results will also be neutralized for the cash tax impact. This financial metric measures our ability to generate cash and is strongly tied to creating shareowner value. Together, cumulative sales and free cash flow provide strong and balanced goals designed to help drive our long-term financial performance.

21

The cumulative sales target goal was derived by gathering analysts’ expectations of revenue for each of our TSR peer group companies for each of the next three years and then calculating each company’s average annual growth rate. We then calculated the 50th percentile annual growth rate for all peers and applied that amount to our FY2017 actual sales and rounded to the nearest million. The Committee believes this will incent participants to grow company sales at a faster rate than our peers.

The free cash flow target goal was calculated by preparing a pre-tax free cash flow estimate for FY2018–2020. Next, the prior five-year average of pre-tax free cash flow as a percent of free cash flow was calculated under the current revenue recognition rules. Finally, to determine the free cash flow dollar target goal, we divided the pre-tax free cash flow estimate for FY2018–2020 by the prior five-year average of pre-tax free cash flow as a percent of free cash flow that was calculated under the current revenue recognition rules.

The non-adjusted financial goals for NEOs for the 2018–2020 performance share awards at the maximum, target and minimum performance levels are as follows:

Consistent with performance share grants in prior years, the 2018–2020 performance shares are subject to a performance modifier based upon our TSR relative to the TSR modifier group companies. Any dividends paid are treated as reinvested for purposes of determining TSR. For the 2018–2020 performance period, the modifier is calculated using a continuous method to determine the company’s percentile rank against peers and then interpolating to determine the amount of the modifier. The range adjustment for the TSR modifier is 0.8 (80%) to 1.2 (120%).

Acquisition by United Technologies

The completion of the merger contemplated by the Merger Agreement will impact the compensation that we awarded to our NEOs in fiscal 2018 and prior years. In particular, upon the completion of the merger:

For more information, please see the Interests of Certain Persons section in the Schedule 14A we filed with the SEC on December 11, 2017.

22

Compensation Earned

Base Salary Adjustments for 2018

The Committee approved a 14.8% base salary increase for Mr. Ortberg to bring his 2018 salary within the competitive range of pay for CEOs in the updated compensation peer group. Mr. Ortberg recommended, and the Committee approved, annual base salary adjustments for the other NEOs ranging from 1.5% to 3.0%, taking into account market position and performance. As discussed on page 13, our compensation peer group was updated after our acquisition of B/E. The revenue range of compensation peer group companies increased from (i) $4B-$8B to (ii) $7B-$11B.

2018 Annual Incentive Results

The Committee used discretion and approved a payout of 100% of the target annual incentive award under the Annual Incentive Plan and under the Interior Systems Management Incentive Plan. Calculation of the annual incentive payout for the Incentive Compensation Plan (ICP) for Messrs. Ortberg, Allen, Statler and Jasper was based on the following formula:

Calculation of the annual incentive payout for the Management Incentive Plan (MIP) for Mr. Lieberherr was based on the following formula:

Under the terms of the Merger Agreement, if the acquisition closed on or before September 28, 2018, the ICP and MIP would pay out at 100% of target. If the acquisition closed on or after September 29, 2018, the Merger Agreement provided that the ICP and MIP would pay out on actual results and the payments were to be made within five business days prior to closing.

When the Committee met on September 20, 2018, there was a high expectation that the closing of the acquisition would occur very close to the end of the fiscal year. This meant that the Committee might be required to make the ICP and MIP determination prior to the availability of audited financial results in order to determine the final payout percent prior to the closing. Given the extraordinary nature of the year, the expected merger timing, and after receiving input from its independent consultant and a forecast from management that estimated a 95% payout for the ICP and a 59% payout for the MIP, the Committee used its discretion to set the ICP and MIP payout at 100% of target. The Committee’s determination for these payouts was subject to UTC’s consent under the Merger Agreement, which consent was given.

The 2018 ICP goals were derived from our annual operating plan and were inclusive of Interior Systems. The following table shows the measures, weights, goals and the forecasted performance and payouts.

23

Our 2018 ICP forecasted results were adjusted to exclude B/E and UTC acquisition-related transaction costs and certain other items that developed subsequent to the initial setting of goals, including our higher than planned discretionary pension plan contributions and the early payment of the 2018 ICP and MIP.

The 2018 MIP goals were derived from the Interior Systems annual operating plan. The following table shows the financial measures, weights, goals and the forecasted performance and payouts.

The strategic goals consisted of three B/E integration goals and a key business pursuit. Each of the strategic goals were equally weighted. Three integration goals were achieved resulting in a 15% strategic measures payout.

The table below shows the 2018 annual cash incentives paid to the NEOs. The total annual incentive paid to each NEO is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 29.

2016 – 2018 Performance Share Payments

The Committee exercised discretion to pay out the performance shares assuming that the combined cumulative sales and free cash flow as a percent of net income goals was 131%. This result was then multiplied by 0.87 to reflect the TSR performance to arrive at 114% payout.

Under the terms of the Merger Agreement, if the acquisition closed on or before September 28, 2018, the 2016–2018 performance shares, as well as any other performance shares subject to performance conditions would pay out at 100% of target. If the acquisition closed on or after September 29, 2018, the Merger Agreement provided that the 2016–2018 performance shares would be paid out at based on actual results because the 2016-2018 performance period ended on September 28, 2018.

When the Committee met on September 20, 2018, there was a high expectation that the closing of the acquisition would occur very close to the end of the fiscal year. Given the extraordinary nature of the year, the uncertain merger timing, and after receiving input from its independent consultant and a forecast from management that estimated a 131% payout (before application of the TSR modifier), the Committee used its discretion to set the final payout percentage based on the achievement of the performance metrics at 131% of target. The Committee directed that the 131% payout percentage should then be adjusted based upon the Company’s relative TSR performance through the end of the performance period or the most practicable date prior to the end of the performance period if the merger occurred prior to September 28, 2018. The Committee’s determination was subject to UTC’s consent, which consent was given.

24

The goals for the 2016–2018 performance period were initially set in October 2015 as follows:

Shortly after we acquired B/E Aerospace in April 2017, the Committee adjusted the goals to take into account the impact of the acquisition. The cumulative sales goal was increased due to the additional sales expected from B/E Aerospace, while the free cash flow as a percent of net income was maintained at the same level as it was expected that there would be little impact to that goal as a result of the acquisition. The table below shows the final goals and our performance against them using forecasted results.

Our 2018 forecasted payout of 131% (before application of the TSR modifier) was adjusted to exclude B/E and UTC acquisition-related transaction costs and certain other items that developed subsequent to the initial setting of goals, including our higher than planned discretionary pension plan contributions and the early payment of the 2018 ICP and MIP.

Because our relative TSR performance over the performance period was at the 31st percentile when measured against the TSR modifier peer group, the 131% payout was multiplied by 0.87 which resulted in a final payout of 114% of target.

Employee and Other Benefits

Benefits

The NEOs generally are covered by the same broad range of benefit programs available to most other U.S. salaried employees, with the exception of Mr. Lieberherr who participated in legacy executive B/E programs. The broad range of programs include medical, prescription drug, dental, vision, wellness, flexible spending accounts, health savings accounts, defined contribution savings plans, employee assistance plan, life insurance, short-term and long-term disability coverage, accidental death and dismemberment coverage and vacation. We provide a broad array of benefit programs to attract and retain a skilled and highly talented workforce and to provide employees with choices to meet their personal needs. These benefits are reviewed periodically to ensure that they remain competitive and cost effective.

Deferral Plans

To provide a tax-effective opportunity to save for retirement or other future needs, we offer 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. Deferred amounts accrue earnings or losses based on each participant’s selection of investment choices that generally mirror the funds provided in our qualified savings plan. In the case of Mr. Lieberherr, he was also entitled to receive company contributions to B/E’s 2010 Deferred Compensation Plan pursuant to his employment agreement.

25

Perquisites

The Committee provides our NEOs with certain annual perquisites, including the following: car allowance, financial planning allowance, reimbursement for an executive physical, event tickets and airline club memberships. In rare circumstances, our NEOs are also permitted to use company aircraft for personal use. When flying for business, an executive officer’s family members may accompany the executive officer on the company aircraft, space permitting.

The perquisites we provide are designed to be competitive with market practices. 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 our NEOs are described under the Summary Compensation Table.

When an executive relocates to commence employment with us, we will pay for his or her moving costs and cover certain expenses incurred in purchasing a new home. We will also authorize our third party relocation provider to purchase his or her prior home based upon independent appraisals and will pay for the third party relocation provider’s costs incurred in connection with selling the home, including covering carrying costs. We may also provide the executive with a relocation allowance to cover other incidental costs. The relocation allowance is subject to repayment if the executive terminates employment within the first year of employment.

Executive Policies and Practices

Stock Ownership Guidelines

The Committee believes that senior executives should have a significant equity interest in Rockwell Collins. To promote equity ownership and further align the interests of senior executives with our shareowners, the Committee has established ownership guidelines. These guidelines require that our NEOs own our shares with a market value of at least a specified multiple of salary within a predetermined time period. The guidelines for our active NEOs are as follows:

Progress toward meeting the guidelines is reviewed by the Committee annually. Based on our 2018 year end stock price of $140.47 per share, the ownership guidelines have been met, or are projected to be met, in accordance with the guidelines.

Our stock ownership guidelines also require vice presidents to own shares with a market value of at least a specific multiple of their salary (between 0.5x to 1x depending on role) in order to further align their interests with those of our shareowners.

Hedging, Pledging and Other Restrictions

Our insider trading guidelines prohibit our directors and executive officers from selling our stock “short,” entering into any puts or calls relating to our stock or hedging. In addition, pledging of our stock by executive officers, directors and certain other executives is also prohibited. The pledging of securities by directors and executive officers could potentially have a detrimental impact if they are forced to sell the pledged security. The forced sale could negatively impact the price of the stock. As a result, we do not allow pledging of securities.

26

Employment, Severance and Change of Control Agreements

We generally do not enter into employment contracts with our executive officers, including severance arrangements. None of our NEOs, other than Mr. Lieberherr, have employment contracts. Generally, our 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 our best interest to do so, with discretion on whether to provide any severance benefits. On the rare occasion when an executive officer is removed, the Committee may exercise its business judgment in approving an appropriate separation agreement in consideration of all relevant circumstances, including the individual’s term of employment, past accomplishments and reasons for separation.

Lieberherr Employment Agreement . When we entered into the agreement to acquire B/E, we also entered into an employment agreement with Mr. Lieberherr (the “Lieberherr Employment Agreement”), who was the CEO of B/E at the time of the acquisition. Although it is not our policy to enter into employment agreements with our executive officers, we made an exception to help ensure that Mr. Lieberherr would remain employed with us during the crucial period following the completion of the acquisition. Mr. Lieberherr was a party to an employment agreement with B/E (the “Prior Lieberherr Employment Agreement”), but under that agreement his employment was automatically terminated as of the date we acquired B/E. As a result, we felt it was important for the success of the acquisition to retain Mr. Lieberherr’s services and we entered into an employment agreement with him.

Under the Lieberherr Employment Agreement, Mr. Lieberherr agreed to serve as the Executive Vice President and Chief Operating Officer of our Interior Systems business, which we created when we completed the B/E acquisition. To help ensure a successful merger and in recognition that as the former CEO of B/E he previously received substantially greater compensation from B/E, we agreed to provide him with an annual base salary of $875,000, an annual incentive target bonus of 90% of his base salary, a long-term incentive plan target award of $1.3 million, company contributions to B/E’s 2010 Deferred Compensation Plan as described under Non-Qualified Deferred Compensation on page 36, and our standard change of control agreement.

We also granted him a $2 million cash retention award, which by its terms would be payable on the first anniversary of the B/E acquisition (April 13, 2018), or earlier if we terminated his employment without cause or he if resigned for “good reason.” B/E granted Mr. Lieberherr and its other executive officers with restricted stock units (time-based and performance-based vesting) in November of 2016. Upon the completion of the merger, the restricted stock units granted to these executive officers, with the exception of Mr. Lieberherr, all vested and the performance-based restricted stock units were deemed earned at 200%. Since we wanted to retain Mr. Lieberherr’s services after the acquisition, we did not permit B/E to treat his November 2016 restricted stock units in the same manor. To increase our ability to retain Mr. Lieberherr, we agreed that Mr. Lieberherr’s November 2016 B/E restricted stock units would be canceled and converted to a cash amount (with performance conditions deemed to be satisfied at 200% of target), but the cash amount would be payable on the first anniversary of the completion of the merger, provided that he did not earlier resign without good reason. The cash amount was credited with interest at 4% from the date of the merger agreement and then adjusted to reflect any changes in tax rates in effect at the time of the merger agreement and the time the cash payment was made.

In addition, we agreed to honor the commitment under the Prior Lieberherr Employment Agreement to provide Mr. Lieberherr and his spouse, for as long as they each may live, and his eligible dependents, (i) all medical, dental, and health benefits available to B/E’s executive officers and their dependents, respectively, on similar terms and conditions as active employees (provided that the level of such benefits is not less than the benefits available to Mr. Lieberherr on July 1, 2013, as well as 100% payment for and reimbursement of all medical and dental services and costs incurred by Mr. Lieberherr and his family, the cost of which will be fully paid by the Company) and (ii) the benefits available under B/E’s executive medical reimbursement plan as of the date of Mr. Lieberherr’s termination of employment, but in no event less than those in effect as of July 1, 2013. We also assumed the obligation to provide a lump sum benefit of $5 million upon Mr. Lieberherr’s death to his designee. This amount had previously been fully funded by B/E pursuant to an insurance policy.

Mr. Lieberherr is subject to non-competition and non-solicitation obligations during his employment with Rockwell Collins and for three years thereafter.

Under the Lieberherr Employment Agreement, Mr. Lieberherr’s employment could be terminated by either party at any time and for any reason. In the event of a termination of Mr. Lieberherr’s employment due to his death or incapacity, he or his designated beneficiary will receive any accrued and unpaid salary, automobile allowance, vacation time, and benefits through the date of his termination (the “Lieberherr Accrued Amounts”) and any earned but unpaid bonuses payable for any fiscal periods ending prior to the termination. In the event of termination of Mr. Lieberherr’s employment for any reason other than his death or incapacity, Mr. Lieberherr will receive the Lieberherr Accrued Amounts.

27

Lieberherr Termination Agreement . On October 29, 2018 we entered into a letter agreement with Mr. Lieberherr pursuant to which his employment was terminated. Under our change of control agreement, an executive officer who is terminated in anticipation of a change of control may become entitled to receive change of control benefits. Given our pending acquisition by UTC at the time of Mr. Lieberherr’s termination, we agreed to pay Mr. Lieberherr a lump sum severance payment of $4,483,239, which is the amount he would have received under his change of control agreement upon a qualifying termination after the acquisition. The performance shares and restricted stock units granted to Mr. Lieberherr in November 2017 were forfeited when his employment ended.

Change of Control Agreements . The Committee has approved change of control agreements for each of the NEOs and our other executive officers. Annually, the Committee reviews our agreements and market practices with the assistance of the Committee’s independent consultant. The Committee adopted the agreements to provide these executives with a strong incentive to continue their employment with us if there is a change of control, or the threat of such a transaction, and to maintain a competitive total compensation program. Our change of control agreements provide severance to executives if they have a qualifying termination of employment following a change of control. The consummation of the merger under the Agreement and Plan of Merger that the Corporation entered into with United Technologies Corporation on September 4, 2017 will constitute a change of control under these agreements.

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 the two-year protection period following the change of control. Additionally, our equity awards have “double trigger” vesting. Our NEOs’ change of control agreements are automatically renewed each year with a one-year term unless 60-days’ notice of non-renewal is given prior to the renewal date. There are no excise tax gross-ups provided upon a change of control. As described in more detail under “Potential Payments Upon Termination or Change of Control,” the severance benefit under the change of control agreement is equal to a multiple of the NEO’s annual compensation, which is the sum of his annual salary and annual incentive bonus target. The Committee determined that the severance benefit will not exceed two times any new executive officer’s annual compensation, except for the severance benefit that may be paid to a new chief executive officer. The multiple for our grandfathered executive officers is three.

The Committee has provided for the 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 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. Executives may also forfeit equity awards, including vested stock options, for engaging in detrimental conduct.

The CEO and CFO could also be required by law to reimburse the Corporation for certain incentive compensation amounts received if associated with misconduct leading to an accounting restatement. In addition to the recovery provisions stated above, we have a clawback policy that allows the Board, at its discretion, to recover annual incentive payments, performance share payments and stock option gains from a covered executive if the Board determines that the covered executive engaged in fraud or illegal activity and as a result there was a substantial negative impact to us or our financial condition. Under the policy, the Board may recover the last three incentive compensation and performance share payments and any gains realized upon the exercise of stock options in the preceding three years. The clawback policy covers all of our executive officers, as well as our Vice Presidents & General Managers and certain other executives.

Tax Deductibility of Executive Compensation

Under Internal Revenue Code Section 162(m), for tax years beginning prior to January 1, 2018, a public company was generally not permitted to deduct compensation in excess of one million dollars paid in that year to its CEO and its three other most highly compensated NEOs (other than its CFO) unless the compensation qualified as “performance-based compensation.” Among other things, the Tax Cuts and Jobs of 2017 (Act) repealed the performance-based compensation exception, unless certain transition relief is available, and extended the deduction limitation to CFOs. Prior to the Act, the Committee’s general intent was to structure compensation so that it could qualify as deductible while retaining discretion to pay compensation that was not deductible. Under the Act it will be more difficult to design compensation that will be deductible under Section 162(m). The Committee believes that it should not be restricted in its ability to design and maintain executive compensation arrangements that will attract and retain executive talent. As a result, achieving the desired flexibility may result in compensation that is not deductible.

28

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 Item 13.

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 2018 (included in this Amendment) with management. Based on this review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K. The Board has approved that recommendation.

* Mr. Lieberherr’s employment ended on October 29, 2018, approximately one month after the completion of our 2018 fiscal year.

The following is an explanation of the above table:

Salary . Salaries are reported on a fiscal year basis. Since 2018 salary increases were made effective December 23, 2017, the amounts shown for 2018 reflect approximately three months of the salary approved for the 2017 calendar year and nine months of the salary approved for the 2018 calendar year. Salaries include any amounts deferred under tax-qualified retirement savings plans, our non-qualified retirement savings plan and deferred compensation plans. Since the number of days in our fiscal year may vary from year to year, the annual salary reported could vary, even if the salary was unchanged.

29

Bonus . There were no discretionary bonus payments to any NEO in 2018, except for Mr. Lieberherr. The bonus amount for Mr. Lieberherr represents a $2 million cash retention payment and $6,811,072 in respect of restricted stock units granted by B/E. Each of these payments were made to Mr. Lieberherr on the first anniversary of the B/E acquisition. For more information on these payments, please see the description under Lieberherr Employment Agreement on page 27.

Stock Awards . The amounts in this column reflect the grant date value of the restricted stock units and the performance shares and do not reflect any reduction for possible forfeitures. For the performance shares, the grant date value is based upon the probable outcome of the achievement of the predetermined performance goals on the date of grant in accordance with FASB ASC Topic 718. The aggregate grant date fair value is the amount we expect to expense, on the date of grant, in our financial statements over the three-year vesting schedule of these stock awards and does not correspond to the actual value, if any, that may be realized by the NEOs. For FY2018–2020, the vesting of the performance shares is dependent on our achievement of cumulative sales and free cash flow goals over a three year period. The number of shares that can be earned is also subject to adjustment based on our relative TSR as described on pages 20-21. Since the probable outcome of achievement of our cumulative sales and free cash flow goals on the date of grant may vary year over year, and individual performance share targets may also vary, the dollar values reported may vary year over year. If we were to assume that both the cumulative sales and free cash flow goals for the FY 2018–2020 performance shares were achieved at the maximum level of performance and no TSR adjustment was made, the amounts reported in this column for 2018 would be increased by $3,650,070 for Mr. Ortberg, by $800,086 for Mr. Allen, by $650,046 for Mr. Lieberherr, by $550,018 for Mr. Statler and by $500,004 for Mr. Jasper. A discussion of the assumptions used in calculating the grant date fair values of these awards is set forth in Note 12 of the Notes to Consolidated Financial Statements in our 2018 Annual Report on Form 10-K. Restricted stock units that were awarded vest in three equal installments on the first, second and third anniversaries of the date of grant.

Option Awards . We did not grant stock options in 2018. The amounts in this column for 2016 and 2017 reflect the grant date value of the stock options in accordance with FASB ASC Topic 718 and do not reflect any reduction for possible forfeitures. The aggregate grant date fair value is the amount we will expense, determined on the date of grant, in our financial statements over the three-year vesting schedule of the stock options. Our stock options vest in three equal installments on the first, second and third anniversaries of the date of grant. The amounts in this column represent our expected accounting expense and do not correspond to the actual value, if any, that may be realized by the NEOs upon exercise of the stock options. A discussion of the assumptions used in calculating the grant date fair values of our stock option awards is set forth in Note 12 of the Notes to Consolidated Financial Statements in our 2018 Annual Report on Form 10-K.

Non-Equity Incentive Plan Compensation . The amounts in this column represent payments made under our annual incentive plans. For more information see the 2018 Annual Incentive Results section on page 23.

Change in Pension Value . The amounts in this column reflect the change, if any, in the year over year actuarial value of our frozen defined benefit pension plans. Our U.S. defined benefit pension plans were frozen in 2006 for our salaried employees and closed for any non-union new hires. As a result, Mr. Lieberherr does not participate in any of these plans. Any change in pension values is driven by events outside of our control such as changes in the discount rate used to value pension benefits. Although, the actuarial value of the pension benefits increases each year because each NEO with pension benefits is one year closer to the age at which the executive can retire and receive an unreduced pension, this year there was a net overall reduction because the discount rate used to value these benefits increased from 3.54% in 2017 to 4.02% in 2018. In accordance with SEC instructions, a zero was reported even though there was a negative value. The total decrease for each NEO with pension benefits was $(60,528) for Mr. Ortberg (comprised of $(33,060) in the Rockwell Collins Pension Plan, $(8,621) in the Rockwell Collins Non-Qualified Pension Plan and $(18,847) in the 2005 Rockwell Collins Non-Qualified Pension Plan), $(66,561) for Mr. Allen (comprised of $(23,236) in the Rockwell Collins Pension Plan, $(12,982) in the Rockwell Collins Non-Qualified Pension Plan and $(30,343) in the 2005 Rockwell Collins Non-Qualified Pension Plan), $(86,709) for Mr. Statler (comprised of $(40,462) in the Rockwell Collins Pension Plan, $(11,031) in the Rockwell Collins Non-Qualified Pension Plan and $(35,216) in the 2005 Rockwell Collins Non-Qualified Pension Plan) and $(28,708) for Mr. Jasper (comprised of $(27,789) in the Rockwell Collins Pension Plan and $(919) in the 2005 Rockwell Collins Non-Qualified Pension Plan).

All Other Compensation . The following table summarizes the information included in the All Other Compensation column in the Summary Compensation Table.

30

For Messrs. Ortberg, Allen, Statler and Jasper, the amounts shown in the “Contributions to Savings Plans” column are the sum of the matching and retirement contributions made to our tax-qualified and non-qualified retirement savings plans. We match 62.5% of participants’ contributions under our retirement saving plans up to the first eight percent of the base salary. We also make retirement savings plan contributions, regardless of whether an employee makes contributions, based upon the combination of an employee’s age and years of service (points). These contributions can range from 0.5% (up to 34 points) to 6% (with 75 points) of the sum of the employee’s base salary and annual incentive plan payment for the year. For Mr. Lieberherr the amount shown in the “Contribution to Savings Plans” column is the company contribution to B/E’s tax-qualified savings plan under which B/E matches 100% of the first 3% and 50% of the next 2% of compensation contributed up to a maximum contribution of $11,000. The amount shown in the “Contributions to Deferred Compensation Plan” column were made pursuant to B/E’s 2010 Deferred Compensation Plan and equal to 27.5% of Mr. Lieberherr’s salary.

The amounts shown in the “Financial Planning” column are the reimbursements for financial planning.

For Mr. Ortberg, the amount in the “Other” column includes event tickets, incidental incremental costs from spousal attendance at offsite meetings, an executive physical, $4,922 in incremental costs for the personal use of company aircraft and a $26,812 tax gross up for his assignment to Florida. We determine the aggregate incremental cost of company aircraft use on a per flight basis and it includes the cost of fuel, on-board catering, weather monitoring costs, landing fees, trip-related hangar and parking costs and variable crew-related costs such as hotels and meals. For Mr. Allen, the amount in the “Other” column includes the cost of membership in airline clubs, incidental incremental costs from spousal attendance at offsite meetings, an executive physical and a $17,056 tax gross up for his assignment to Florida. For Mr. Lieberherr, the amount in the “Other” column represents the medical reimbursement expenses that he is entitled to under B/E’s executive medical reimbursement plan. For Mr. Statler, the amount in the “Other” column includes event tickets, incidental incremental costs from spousal attendance at offsite meetings and an executive physical. For Mr. Jasper, the amount in the “Other” column includes the cost of membership in airline clubs, incidental incremental costs from spousal attendance at offsite meetings and $3,200 for an executive physical.

The following is an explanation of the above table:

ICP/MIP . The amount in the “ICP” row represents the annual incentive established for each NEO under our Annual Incentive Compensation Plan (ICP), which is an incentive program designed to reward the achievement of annual performance goals. Mr. Lieberherr was a participant in B/E’s Management Incentive Plan (MIP), which is also designed to reward the achievement of annual performance goals. The performance measures and methodology for calculating payouts are described in the “Compensation Discussion and Analysis.” See the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table for the amounts paid for 2018.

Performance Shares . The amounts in the “Performance Shares” row represent the annual performance share awards granted in November 2017 to each NEO under our 2015 Long-Term Incentives Plan. These long-term incentive grants are designed to reward the achievement of free cash flow and cumulative sales growth goals over a three-year performance period. Payouts can range from 0 to 200% of target and may be further adjusted based on our TSR for the performance period as measured against the aerospace and defense TSR modifier companies. This adjustment is a multiplier that can range from plus 20% to minus 20%. See the “Compensation Discussion and Analysis” for more information. Until the distribution of any common stock after the performance period is complete, executives do not have rights to vote the shares, receive dividends or any other rights as a shareowner. NEOs must remain employed through the performance period to earn an award, although pro-rata vesting will occur if employment terminates earlier due to early or normal retirement, death or disability. See the “Potential Payments Upon Termination or Change of Control” for further discussion.

Restricted Stock Units . The amounts in the “RSUs” row represent the restricted stock units granted in November 2017 to each NEO under our 2015 Long-Term Incentives Plan. Restricted stock units that were awarded vest in three annual equal installments beginning on the first anniversary of the date of grant. NEOs must remain employed through the vesting period to earn an award, although pro-rata or full vesting will occur if employment terminates earlier due to early or normal retirement, death or disability. See the “Potential Payments Upon Termination or Change of Control” for further discussion.

Stock Options . No stock options were granted in 2018.

32

The following is an explanation of the prior table:

Stock Options . Stock options vest in three equal annual installments beginning on the first anniversary of the date of grant. If an option recipient retires prior to the first anniversary of the grant date of the option, the option is terminated. All stock options are granted with an exercise price equal to our closing share price on the date of grant.

Restricted Stock Units . Restricted stock units (RSUs) vest in three equal annual installments beginning on the first anniversary of the date of grant. If an RSU recipient retires, he or she will receive a pro-rated numbers of unvested RSUs based on the number of days which have elapsed since the grant date of the RSUs at the time of retirement.

33

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested . The amounts in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column were calculated by multiplying each NEO’s target performance shares by the maximum payout percentage assuming no adjustment for the TSR performance modifier. The actual number of shares that will be awarded, to the extent earned, will be determined after the applicable three-year performance period is complete. Vesting and payment of performance shares for the November 2016 grant (covering the 2017–2019 performance period) will be based on performance for the three-year cycle ending with 2019. Vesting and payment of performance shares for the November 2017 grant (covering the 2018–2020 performance period) will be based on performance for the three-year cycle ending with 2020. If a performance share recipient retires prior to the completion of a three-year performance cycle, the performance share payout is prorated for service that is completed prior to retirement.

The market value of performance shares that have not vested as of our fiscal year end was calculated using our year end closing share price of $140.47 multiplied by the number of shares displayed in the prior column.

The following is an explanation of the above table:

Value Realized on Exercise . The amounts shown in the “Value Realized on Exercise” column were calculated using the spread between the market price at exercise and the stock option exercise price, multiplied by the number of stock options exercised. The stock options exercised may include both incentive stock options and non-qualified stock options. Messrs. Ortberg, Allen and Jasper exercised a large number of options in order to mitigate potential excise tax in connection with the UTC merger.

Value Realized on Vesting . The amounts shown in the “Value Realized on Vesting” column were calculated by multiplying the number of performance shares that vested with respect to the 2016–2018 performance period by $140.47, our year end closing share price.

PENSION BENEFITS FOR FISCAL YEAR 2018

The following table provides information as of the end of 2018 (the pension measurement date for purposes of our financial statements) for each NEO eligible for a benefit under our qualified and non-qualified defined benefit pension plans.

34

In September 2006, we froze our qualified and non-qualified defined benefit pension plans and shifted our emphasis to our savings plans. The number of years of credited service for each NEO shown above reflects the years of service he had when our defined benefit pension plans were frozen. Set forth below is further disclosure relating to our frozen qualified and non-qualified defined benefit pension plans.

We maintain qualified and non-qualified defined benefit pension plans for our employees. As part of the 2001 spin-off from Rockwell International, all of the qualified defined benefit pension plans were merged into one plan and renamed the Rockwell Collins Pension Plan (“Qualified Pension Plan”). Effective September 30, 2006, the Qualified Pension Plan was frozen to discontinue benefit accruals for salary increases and services rendered after that date, other than for employees covered by collective bargaining agreements. Each of the current NEOs, other than Mr. Lieberherr, who was appointed after the plan was frozen, is eligible for pension benefits under the Qualified Pension Plan. Benefit calculations for each NEO in the table is unique depending on age, years of service and average annual covered compensation. Covered compensation includes salary and annual incentive payments.

We also maintain non-qualified defined benefit pension plans (the Rockwell Collins Non-Qualified Pension Plan (“NQ Pension Plan”) and the 2005 Rockwell Collins Non-Qualified Pension Plan (“2005 NQ Pension Plan”)) to provide eligible employees with supplemental pension benefits in excess of the maximum benefit allowed under the Qualified Pension Plan by reason of limitations of the Internal Revenue Code. A participant’s supplemental retirement benefit is generally based on a continuation of the participant’s benefit calculation formula under the Qualified Pension Plan if not for the Internal Revenue Code limits. We adopted the 2005 NQ Pension Plan to comply with the requirements of Internal Revenue Code Section 409A for non-qualified pension benefits earned after 2004. Non-qualified pension benefits for service and compensation earned before 2005 will be paid from the NQ Pension Plan and benefits for service and compensation earned after 2004 will be paid from the 2005 NQ Pension Plan.

Executive officers hired on or after January 1, 1993 and before October 1, 2006 are covered by an enhanced early build-up retirement benefit provision broadly available to the other salaried participants hired before 1993. This benefit was also frozen on September 30, 2006.

The Qualified Pension Plan does not have a permanent lump sum option except for the distribution of certain small benefits (i.e., with a present value less than $5,000). Payments from the NQ Pension Plan are made in the same form and at the same time as payments from the Qualified Pension Plan. Under the 2005 NQ Pension Plan, participants made an election at the end of calendar year 2008 as to the form and timing of the payments that will be made upon separation from employment. For benefits payable under the 2005 NQ Pension Plan, participants can elect to receive a life annuity, one lump sum or up to ten annual installments.

The present value of the accumulated pension benefit for each named executive officer is calculated as required by regulatory standards using a 4.02% discount rate as of September 28, 2018, and a retirement age of 62, the earliest age an executive can retire without a reduction in benefits. For the Qualified Pension Plan and the NQ Pension Plan, the form of payment for the NEOs assumes a weighted average of a joint and 60% survivor annuity and a single life annuity. For the 2005 NQ Pension Plan, the form of payment is based on the NEOs’ election. For further discussion related to our pension assumptions, see Note 10 of the Notes to Consolidated Financial Statements in the 2018 Annual Report on Form 10-K.

35

NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2018

The table below provides information on the non-qualified deferred compensation of the NEOs in 2018, including the following elements:

Rockwell Collins Deferred Compensation Plan

For Messrs. Ortberg, Allen, Statler and Jasper, the plan allows them and other eligible employees to defer a portion of their income and earnings until a future date when distributions are received from the plan. Participation in the plan is an annual decision and elections must generally be made during an annual enrollment period. Participants are not allowed to change their deferral election during the year.

Participants may elect to defer up to 50% of their base salaries and/or as much as 100% of their annual incentive awards. The 2005 Deferred Compensation Plan also provides for a matching contribution for each participant to the extent participation in the plan reduces the matching contribution the executive would have received under our Qualified Retirement Savings Plan (“Qualified Savings Plan”). Participants may elect to receive their balances on a future specified date while in-service, at retirement (up to 15 annual installments or as a lump sum) or upon termination (lump sum only). Participants can choose any of the measurement funds offered by the plan, which generally mirror the funds provided in our Qualified Savings Plan, and have the ability to change their investment elections at any time. The measurement fund options are intended to mirror as closely as possible the performance of the underlying investment funds.

B/E Aerospace Deferred Compensation Plan

Mr. Lieberherr participated in B/E’s 2010 Deferred Compensation Plan. Under this plan we allow Mr Lieberherr and other eligible Interior Systems employees to defer up to 75% of their salaries and 100% of their annual bonuses until a future date when distributions are received from the plan. Participation in the plan is an annual decision and elections must generally be made during an annual enrollment period. Participants are not allowed to change their deferral election during the year. Participants may elect to receive their balances on a future specified date while in-service, at retirement (up to 15 annual installments or as a lump sum) or upon termination (lump sum only). Participants can choose any of the measurement funds offered by the plan and have the ability to change their investment elections at any time.

Pursuant to the Lieberherr Employment Agreement, Rockwell Collins makes a contribution equal to 7.5% of Mr. Lieberherr’s monthly salary and a contribution equal to 20% of his annual salary on January 1 each year while employed. These contributions are fully vested when made. These were contributions were part of Mr. Lieberherr’s prior employment agreement with B/E.

Rockwell Collins Non-Qualified Retirement Savings Plan

The primary purpose of our Non-Qualified Retirement Savings Plan (“Non-Qualified Savings Plan”) is to supplement our Qualified Savings Plan by allowing employees to receive credits for contributions that could not be made to the Qualified Savings Plan due to the Internal Revenue Code compensation limit or annual additions limit. Additionally, participants receive credits to the Non-Qualified Savings Plan for amounts that but for the Internal Revenue Code limits would have been contributed to the Qualified Savings Plan (a) as company matching contributions equal to 62.5% of the first eight percent of employee contributions and (b) as company retirement contributions (such defined contributions are expressed as a specified percentage of eligible compensation determined based on the sum of a participant’s age and years of service).

Participants may defer up to 50% of their base salaries to the plan. With respect to distributions, contributions made prior to 2005 permit participants to receive their balances upon termination of employment either through a lump sum payment or in annual installments up to ten years. Contributions made in 2005 through 2007 are paid in a lump sum only upon termination of employment. We adopted the 2005 Non-Qualified Savings Plan to comply with Internal Revenue Code Section 409A requirements. Beginning with deferral elections for 2008, participants can receive their resulting balances upon termination of employment either through a lump sum payment or in up to ten annual installments.

The investment funds available for the employee and company credits in the Non-Qualified Savings Plan are similar to the investment funds in the Qualified Savings Plan. Mr. Lieberherr is not a participant in the Rockwell Collins Non-Qualified Savings Plan.

36

The following is an explanation of the above table:

Executive Contributions in Last FY . The amounts in the “Executive Contributions in Last FY” column include contributions that were reported in the Summary Compensation Table in 2018.

Registrant Contributions in Last FY . The amounts in the “Registrant Contributions in Last FY” column include company contributions credited to each executive’s NQSP account during 2018. Company contributions for Mr. Ortberg, Mr. Allen, Mr. Statler and Mr. Jasper include credits equal to 62.5% of the first eight percent of the executive’s base salary, and retirement contributions equal to a percentage of eligible compensation (salary and incentive plan payments) based on the sum of the executive’s age and years of service. Contributions are only made to the extent they could not be made to the Qualified Savings Plan. The amounts in this column include registrant contributions that were reported in the Summary Compensation Table as All Other Compensation in 2018. For Mr. Lieberherr, company contributions were equal to 27.5% of his annual salary.

Aggregate Earnings/(Losses) in Last FY . The amounts in the “Aggregate Earnings/(Losses) in Last FY” column include actual dividends and market value changes in the plan accounts during 2018.

Aggregate Withdrawals/Distributions . The amounts in the “Aggregate Withdrawals/Distributions” column show any withdrawals or distributions from the NEOs’ DCP and/or NQSP accounts during 2018.

Aggregate Balance at Last FYE . The fiscal year-end balances for the NQSP include the following contribution amounts that were previously reported in the Summary Compensation Table for 2017 and 2016: Ortberg ($206,082 for 2017 and $211,587 for 2016), Allen ($91,296 for 2017 and $89,290 for 2016), Statler ($96,896 for 2017 and $99,230 for 2016), Jasper ($68,720 for 2017 and $67,334 for 2016).

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The following information and table set forth amounts that would be payable to our NEOs upon certain termination scenarios and also upon the occurrence of a change of control of the Corporation without a termination.

We do not generally enter into employment contracts with our executive officers nor do we have any severance plan or arrangement for our executive officers. The executives serve at the will of the Board. This approach allows us to remove an executive officer prior to retirement whenever it is in our best interests to do so, with discretion on whether to provide any severance benefits. On the rare occasion when an executive officer is removed, the Compensation Committee may exercise its business judgment in approving an appropriate separation agreement in consideration of all relevant circumstances, including the individual’s term of employment, past accomplishments and reasons for separation.

37

Executive officers are subject to certain restrictive agreements with us upon termination of employment, including confidentiality restrictions, mutual arbitration agreements and non-competition covenants and employee non-solicitation covenants. 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 these non-compete or non-solicitation restrictions. Upon a change of control, the executive will no longer be bound by the non-competition and non-solicitation covenants, and the forfeiture and repayment obligations described in the immediately preceding sentence will no longer apply. Executives will continue to be subject to our clawback policy following termination of employment.

Assumptions and General Principles

The following assumptions and general principles apply with respect to the table below and any termination of employment of an NEO. The amounts shown in the table assume that each NEO was terminated at the end of 2018. Accordingly, the table includes estimates of amounts that would be paid to the NEO upon the occurrence of a termination or change of control. The actual amounts to be paid to an NEO can only be determined at the time of the termination or change of control.

An NEO is entitled to receive amounts earned during employment regardless of the manner in which his or her employment is terminated. These amounts include base salary, the bonus payable for the completed fiscal year, and unused vacation. These amounts are not shown in the table because they are not specifically related to the termination of employment.

Pursuant to the awards under our long-term incentives plans, an NEO who terminates employment by death, disability or retirement during the performance period under the award is eligible to receive a pro-rata payment for the portion of the period that elapsed prior to the termination of employment. In the event of a voluntary termination or a termination for cause before the end of the performance period, no payments will be made. See the discussion of “Long-Term Incentives” in the “Compensation Discussion and Analysis” for a description of our long-term incentive compensation plans.

An NEO may exercise any stock options that vested prior to the date of termination. Any payments related to these vested stock options are not included in the table because they are not specifically related to the termination of employment.

An NEO will be entitled to receive all amounts accrued and vested under our retirement and savings programs, pension plans and deferred compensation plans in which the NEO participates. These amounts will be determined and paid in accordance with the applicable plan and are not included in the table because they are not specifically related to the termination of employment. Certain of these amounts are set forth in the Pension Benefits Table and the Non-Qualified Deferred Compensation Table.

Normal and Early Retirement

An NEO is eligible to elect normal retirement at age 65 and early retirement between the ages of 55 and 64. All of our full-time salaried employees, other than B/E employees, hired prior to October 1, 2006 with at least ten years of service are eligible for health care and life insurance benefits upon normal retirement subject to the terms of the plans and applicable limits on company contributions. As noted in the description under Lieberherr Employee Agreement, Mr. Lieberherr and his spouse have lifetime medical benefits. In addition, upon normal and early retirement, all outstanding stock options will continue to vest in accordance with their terms and be exercisable for up to five years after retirement. As of the end of 2018, none of our NEOs were eligible for normal retirement. Mr. Ortberg is eligible for early retirement.

Death and Disability

In the event of the death of an NEO, unvested restricted stock units will vest and all outstanding stock options will immediately vest and become exercisable. The amounts set forth in the table for stock options reflect the difference between the closing price of our common stock at year end 2018 and the exercise prices for each option for which vesting accelerated. In the event of the disability of an NEO, unvested restricted stock units will vest and all stock options will continue to vest in accordance with their terms and the Corporation’s practices. Upon an NEO’s death or disability, the executive’s estate or the executive is entitled to a pro-rata payout in respect of outstanding performance shares. The payment will be made following the completion of the applicable performance period and will be based upon the performance achieved over the applicable performance period.

Each NEO is eligible for company-paid life insurance. Life insurance benefits are not shown in the table because the amount is based on the same formula that is generally available to our salaried employees. Mr. Lieberherr’s beneficiary is also entitled to a $5 million death benefit. This arrangement was put in place by B/E.

38

Each NEO also participates in our disability insurance programs, which consist of salary continuation, short-term disability, and long-term disability. The disability benefits for NEOs are not shown in the table because they are based on the same formula as those generally available to all salaried employees.

Voluntary Termination and Termination for Cause

An NEO is not entitled to receive any severance payments or additional benefits upon his or her voluntary decision to terminate employment with us prior to being eligible for retirement or upon termination of employment by us for cause.

Change of Control

We have entered into change of control agreements with each of the NEOs. Forms of these agreements have been publicly filed as exhibits to our reports filed with the SEC. Each agreement is set to expire in June 2019 with the agreements automatically renewed annually unless 60-days advance notice of non-renewal is given. Each agreement becomes effective upon a “change of control” during the term, as follows:

The consummation of the merger with United Technologies Corporation will constitute a change of control under the agreements.

Each agreement provides for the continued employment of the executive for two years after the change of control on terms and conditions no less favorable than those in effect before the change of control. Severance benefits are available after a change of control, if an NEO’s employment is terminated without “cause” (termination for reasons other than willful nonperformance of duties after written demand or willful engagement of illegal conduct or gross misconduct) or if the executive terminates employment for “good reason” (including decrease in position, authority, duties or responsibilities, failure to maintain compensation, change in office location by more than 35 miles or certain breaches of the agreement) within that two-year period. The agreements do not provide for excise tax gross-ups. The executive is entitled to severance benefits equal to two or three times the executive’s annual compensation, including bonus, and the value of other retirement, health and welfare benefits for two or three years. Our chief executive officer and any executive officer who was already a party to a change of control agreement with us prior to April 2012 will receive severance benefits based upon the three times multiplier. Messrs. Ortberg, Allen and Statler have a three times multiplier. Any executive officers appointed after April 2012, other than a new chief executive officer, will receive severance benefits based upon the two times multiplier. Messrs. Jasper and Lieberherr have a two times multiplier.

In addition to the change of control agreements, our long-term incentive agreements also include accelerated vesting and potentially enhanced payout provisions in the event of a loss of employment in connection with a change of control. These long-term incentive arrangements include:

The 2005 NQ Pension Plan provides for a lump sum payment payable upon a change of control without the requirement of a termination of employment if a participant elected this benefit prior to the end of calendar year 2008.

39

The following table presents, as of the end of 2018, the estimated incremental payments potentially payable to the NEOs upon each of the specified events.