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Filed pursuant to Rule 424(b)(3)
Registration No. 333-214774

LOGO   &   LOGO

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

           Each of the boards of directors of Rockwell Collins, Inc. and B/E Aerospace, Inc. has unanimously approved a merger, combining Rockwell Collins' capabilities in flight deck avionics, cabin electronics, mission communications and simulation and training and information management systems with B/E Aerospace's range of cabin interior products, which include seating, food and beverage preparation and storage equipment, lighting and oxygen systems and modular galley and lavatory systems for commercial airliners and business jets. The merger presents an opportunity to accelerate growth and build value for Rockwell Collins' stockholders through market-leading positions in cockpit and cabin solutions, and presents to B/E Aerospace's stockholders an immediate premium and a substantial equity interest in a strong combined company with a broader range of products, customers and the combined expertise and resources to create future value.

           Rockwell Collins and B/E Aerospace entered into an agreement and plan of merger on October 23, 2016. Subject to stockholder approvals and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, Rockwell Collins and B/E Aerospace will combine their businesses through the merger of B/E Aerospace with a newly formed, wholly owned subsidiary of Rockwell Collins, with B/E Aerospace thereupon becoming a wholly owned subsidiary of Rockwell Collins as the surviving corporation, which transaction is referred to as the merger in this joint proxy statement/prospectus.

           If the merger is completed, B/E Aerospace stockholders (other than (i) Rockwell Collins, B/E Aerospace and Quarterback Merger Sub Corp., a wholly owned subsidiary of Rockwell Collins, and (ii) any stockholders holding shares of B/E Aerospace common stock with respect to which appraisal rights are properly demanded and not withdrawn under the General Corporation Law of the State of Delaware) will receive $34.10 in cash, without interest, and a fraction of a validly issued, fully paid and non-assessable share of Rockwell Collins common stock with a value of $27.90, subject to adjustment pursuant to the terms of the merger agreement as further described below, for each share of B/E Aerospace common stock, which cash and stock are collectively referred to as the merger consideration. The fraction of a share of Rockwell Collins common stock into which each share of B/E Aerospace common stock will be converted, which is referred to as the exchange ratio, will be determined based on the volume-weighted average price per share of Rockwell Collins common stock over a specified period of time before the closing of the merger, which is referred to as the Rockwell Collins stock price. This exchange ratio will be adjusted to reflect changes in the price of the Rockwell Collins common stock prior to the closing of the merger. If the Rockwell Collins stock price is less than $77.41 or greater than $89.97, a two-way collar mechanism will apply, pursuant to which (i) if the Rockwell Collins stock price is greater than $89.97, the exchange ratio will be fixed at 0.3101 and the value of the stock consideration will be more than $27.90, and (ii) if the Rockwell Collins stock price is less than $77.41, the exchange ratio will be fixed at 0.3604 and the value of the stock consideration will be less than $27.90. Upon the completion of the merger, based on minimum and maximum exchange ratios of 0.3101 and 0.3604, the estimated number of shares of Rockwell Collins common stock issuable as a portion of the merger consideration is between 31.1 million shares and 36.1 million shares, which will result in former B/E Aerospace stockholders holding approximately 19.2% to 21.7% of the outstanding Rockwell Collins common stock, based on the number of outstanding shares of common stock and outstanding stock-based awards of Rockwell Collins and B/E Aerospace as of January 26, 2017. For more details on the calculation of the Rockwell Collins stock price, the calculation of the exchange ratio and the two-way collar mechanism, see "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128 of this joint proxy statement/prospectus.

           If the Rockwell Collins stock price were equal to the Rockwell Collins' closing stock price on January 26, 2017, the most recent practicable date for which such information was available, holders of B/E Aerospace common stock would receive $34.10 in cash, without interest, plus 0.3101 shares of Rockwell Collins common stock, resulting in Rockwell Collins issuing 31.1 million shares of Rockwell Collins common stock as a portion of the aggregate merger consideration and representing approximately $62.40 in value per share of B/E Aerospace common stock, which represents a premium of approximately 23.3% over B/E Aerospace's closing stock price on October 21, 2016, the last trading day before the public announcement of the merger. The actual value of the merger consideration and the number of shares of Rockwell Collins common stock to be issued by Rockwell Collins may differ from this example, given the Rockwell Collins stock price will not be determinable until the trading day prior to the closing of the merger. The common stock of Rockwell Collins is listed on the New York Stock Exchange under the symbol "COL," and the common stock of B/E Aerospace is listed on The NASDAQ Stock Market under the symbol "BEAV." We urge you to obtain current market quotations for the shares of common stock of Rockwell Collins and B/E Aerospace.

           All fractional shares of Rockwell Collins common stock that would otherwise be issued to a B/E Aerospace stockholder as part of the merger consideration will be aggregated to create whole shares of Rockwell Collins common stock that will be issued to B/E Aerospace stockholders as part of the merger consideration. If a fractional share of Rockwell Collins common stock remains payable to a B/E Aerospace stockholder after aggregating all fractional shares of Rockwell Collins common stock payable to such B/E Aerospace stockholder, then such B/E Aerospace stockholder will be paid, in lieu of such remaining fractional share of Rockwell Collins common stock, an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (x) the amount of the fractional share interest in a share of Rockwell Collins common stock to which such holder would otherwise be entitled (rounded to three decimal places) and (y) the Rockwell Collins stock price. Rockwell Collins stockholders will continue to own their existing shares of common stock of Rockwell Collins, the form of which will not be changed by the transaction.

           Each of Rockwell Collins and B/E Aerospace is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about these meetings, the merger, the share issuance, and the other business to be considered by stockholders at each of the special meetings is contained in this joint proxy statement/prospectus. Any stockholder entitled to attend and vote at the Rockwell Collins or B/E Aerospace special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. Such proxy need not be a holder of Rockwell Collins or B/E Aerospace common stock. We urge you to read this joint proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 46.

           Your vote is very important regardless of the number of shares of Rockwell Collins common stock or B/E Aerospace common stock that you own. The merger cannot be completed without approval of (i) the proposal to issue Rockwell Collins common stock by the affirmative vote of holders of a majority of the votes cast by the shares of Rockwell Collins common stock represented (in person or by proxy) at the Rockwell Collins special meeting that are entitled to vote on such proposal and (ii) adoption of the merger agreement by the affirmative vote of holders of a majority of the shares of B/E Aerospace common stock outstanding and entitled to vote on the record date.

           Whether or not you plan to attend your company's special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at that meeting.

           The Rockwell Collins board of directors unanimously recommends that Rockwell Collins stockholders vote "FOR" the proposal to approve the issuance of Rockwell Collins common stock in the merger, which is necessary to complete the merger.

           The B/E Aerospace board of directors unanimously recommends that B/E Aerospace stockholders vote "FOR" the proposal to adopt the merger agreement, which is necessary to complete the merger.

GRAPHICS

Robert K. Ortberg
  GRAPHICS

Amin J. Khoury
Chairman, President and Chief
Executive Officer
  Executive Chairman of the
Board of Directors
Rockwell Collins, Inc.   B/E Aerospace, Inc.

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this joint proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

           This joint proxy statement/prospectus is dated February 3, 2017, and is first being mailed to stockholders of Rockwell Collins and B/E Aerospace on or about February 6, 2017.


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LOGO

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

NOTICE OF SPECIAL MEETING OF SHAREOWNERS

To be held on March 9, 2017

To the Shareowners of Rockwell Collins, Inc.:

        We are pleased to invite you to attend the special meeting of shareowners of Rockwell Collins, Inc., a Delaware corporation, which will be held at the Cedar Rapids Marriott, 1200 Collins Road NE, Cedar Rapids, Iowa, on March 9, 2017, at 8:30 a.m. (Central time) for the following purposes:

        Rockwell Collins will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Rockwell Collins board of directors. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Rockwell Collins special meeting.

        The Rockwell Collins board of directors has fixed the close of business on January 18, 2017 as the record date for the Rockwell Collins special meeting. Only Rockwell Collins shareowners of record at that time are entitled to receive notice of, and to vote at, the Rockwell Collins special meeting or any adjournment or postponement thereof. A complete list of such shareowners will be available for inspection by any Rockwell Collins shareowner for any purpose germane to the special meeting during ordinary business hours for the 10 days preceding the Rockwell Collins special meeting at 400 Collins Road NE, Cedar Rapids, Iowa. The eligible Rockwell Collins shareowner list will also be available at the Rockwell Collins special meeting for examination by any shareowner of record present at such meeting.

        Completion of the merger is conditioned on approval of the share issuance by the Rockwell Collins shareowners, which requires the affirmative vote of holders of a majority of the votes cast by shares of Rockwell Collins common stock represented (in person or by proxy) at the Rockwell Collins special meeting.

        The Rockwell Collins board of directors has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, declared the merger agreement advisable and in


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the best interest of Rockwell Collins and its shareowners, and unanimously recommends that Rockwell Collins shareowners vote:

        Your vote is very important regardless of the number of shares of Rockwell Collins common stock that you own. Whether or not you expect to attend the Rockwell Collins special meeting in person, to ensure your representation at the Rockwell Collins special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the Rockwell Collins proxy card, (ii) calling the toll-free number listed on the Rockwell Collins proxy card or (iii) submitting your Rockwell Collins proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Rockwell Collins stock who is present at the Rockwell Collins special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Rockwell Collins special meeting in the manner described in the accompanying document. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee. If you hold shares through the Rockwell Collins Retirement Savings Plan and are an employee of Rockwell Collins with regular computer access as an integral part of your job duties, you will receive an email with instructions on how to vote the shares you hold through the plan. If you hold shares through the Rockwell Collins Retirement Savings Plan and are not an employee, or you are an employee but do not have regular computer access as an integral part of your job duties, you can vote by following the instructions described in (i), (ii) or (iii) above.

        The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the Rockwell Collins special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of Rockwell Collins common stock, please contact Rockwell Collins' proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10024
Phone: (877) 825-8772
Banks & Brokers: (212) 750-5833

By Order of the Rockwell Collins, Inc. Board of Directors,

GRAPHICS

Robert J. Perna
Secretary
   

Cedar Rapids, Iowa
February 3, 2017

 

 

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LOGO

B/E AEROSPACE, INC.
1400 Corporate Center Way
Wellington, Florida 33414-2105

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on March 9, 2017

To the Stockholders of B/E Aerospace, Inc.:

        We are pleased to invite you to attend the special meeting of stockholders of B/E Aerospace, Inc., a Delaware corporation, which will be held at the Hilton Palm Beach Airport, 150 Australian Avenue, West Palm Beach, Florida, 33406-1473, on March 9, 2017, at 10:00 a.m. (Eastern time) for the following purposes:

        B/E Aerospace will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the B/E Aerospace board of directors. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the B/E Aerospace special meeting.

        The B/E Aerospace board of directors has fixed the close of business on January 18, 2017 as the record date for the B/E Aerospace special meeting. Only B/E Aerospace stockholders of record at that time are entitled to receive notice of, and to vote at, the B/E Aerospace special meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for inspection by any B/E Aerospace stockholder for any purpose germane to the special meeting during ordinary business hours for the 10 days preceding the B/E Aerospace special meeting at B/E Aerospace's offices at 1400 Corporate Center Way, Wellington, Florida 33414. The eligible


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B/E Aerospace stockholder list will also be available at the B/E Aerospace special meeting for examination by any stockholder of record present at such meeting.

        Completion of the merger is conditioned on adoption of the merger agreement by the B/E Aerospace stockholders, which requires the approval of a majority of the issued and outstanding shares of B/E Aerospace common stock entitled to vote at the B/E Aerospace special meeting.

        The B/E Aerospace board of directors has unanimously approved the merger and the merger agreement, declared the merger agreement advisable and in the best interest of B/E Aerospace and its stockholders, and unanimously recommends that B/E Aerospace stockholders vote:

        Your vote is very important regardless of the number of shares of B/E Aerospace common stock that you own. Whether or not you expect to attend the B/E Aerospace special meeting in person, to ensure your representation at the B/E Aerospace special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (i) visiting the Internet site listed on the B/E Aerospace proxy card, (ii) calling the toll-free number listed on the B/E Aerospace proxy card or (iii) submitting your B/E Aerospace proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of B/E Aerospace stock who is present at the B/E Aerospace special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the B/E Aerospace special meeting in the manner described in the accompanying document. If your shares are held in the name of a broker, bank or other nominee, or through the B/E Aerospace 401(k) Plan, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee, or your plan administrator.

        The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the B/E Aerospace special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies or need help voting your shares of B/E Aerospace common stock, please contact B/E Aerospace's proxy solicitor:

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Shareholders, Banks and Brokers:
Call Toll-Free: (800) 509-0917
Email: BEAerospace@Georgeson.com

By Order of the B/E Aerospace, Inc. Board of Directors,

GRAPHIC

Ryan M. Patch
Secretary
   

Wellington, Florida
February 3, 2017

 

 

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REFERENCES TO ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about Rockwell Collins and B/E Aerospace from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 198.

        You can obtain any of the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from Innisfree M&A Incorporated, Rockwell Collins' proxy solicitor, or Georgeson LLC, B/E Aerospace's proxy solicitor, at the following addresses and telephone numbers:

For Rockwell Collins Stockholders:   For B/E Aerospace Stockholders:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
(877) 825-8772 (toll-free)
(212) 750-5833 (collect)
  Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
(800) 509-0917 (toll-free)

        To receive timely delivery of the documents in advance of the special meetings, you should make your request no later than March 2, 2017, which is five business days before the special meetings.

        You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the Securities and Exchange Commission website at www.sec.gov. In addition, you may obtain copies of documents filed by Rockwell Collins with the SEC on Rockwell Collins' Internet website at http://www.rockwellcollins.com under the tab "Investor Relations" and then under the heading "SEC Filings" or by contacting Rockwell Collins' Investor Relations at Rockwell Collins, 400 Collins Road NE, Cedar Rapids, Iowa 52498 or by calling (319) 295-7575. You may also obtain copies of documents filed by B/E Aerospace with the SEC on B/E Aerospace's Internet website at http://www.beaerospace.com under the tab "Investor Relations," then under the tab "Reports & SEC Filings" or by contacting B/E Aerospace's Investor Relations at B/E Aerospace, Inc., 1400 Corporate Center Way, Wellington, Florida or by calling (561) 791-5000.

        We are not incorporating the contents of the websites of the SEC, Rockwell Collins, B/E Aerospace or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

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  Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

    5  

SUMMARY

    16  

The Parties

    16  

The Transaction

    18  

Consideration to be Received in the Merger by B/E Aerospace Stockholders

    18  

Treatment of Stock-Based Awards

    19  

Rockwell Collins Board of Directors Following Completion of the Merger

    20  

Headquarters

    20  

Recommendations of the Rockwell Collins Board of Directors

    21  

Recommendations of the B/E Aerospace Board of Directors

    21  

Opinions of Financial Advisors

    21  

Interests of Directors and Executive Officers in the Merger

    22  

U.S. Federal Income Tax Consequences of the Merger

    23  

Accounting Treatment of the Merger

    23  

Appraisal Rights

    23  

Regulatory Approvals

    24  

Litigation Relating to the Merger

    24  

Conditions to Completion of the Merger

    24  

Treatment of B/E Aerospace's Existing Debt; Financing

    27  

Timing of the Transaction

    27  

No Solicitation

    27  

Termination of the Merger Agreement; Termination Fees

    28  

Matters to be Considered at the Special Meetings

    33  

Voting by Rockwell Collins and B/E Aerospace Directors and Executive Officers

    34  

Risk Factors

    34  

SELECTED HISTORICAL FINANCIAL DATA

    35  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    39  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    40  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    42  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    44  

RISK FACTORS

    46  

Risks Related to the Merger

    46  

Risks Relating to the Combined Company after Completion of the Merger

    52  

Other Risk Factors of Rockwell Collins and B/E Aerospace

    56  

THE MERGER

    57  

Background of the Merger

    57  

Rockwell Collins Board of Directors' Recommendations and Its Reasons for the Transaction

    66  

B/E Aerospace Board of Directors' Recommendations and Its Reasons for the Transaction

    70  

Opinion of Rockwell Collins' Financial Advisor

    74  

Opinions of B/E Aerospace's Financial Advisors

    82  

Certain Financial Projections

    95  

Governance of Rockwell Collins Following Completion of the Merger

    101  

Headquarters

    102  

Interests of Directors and Executive Officers in the Merger

    102  

Director and Officer Indemnification

    115  

Accounting Treatment

    115  

Regulatory Approvals Required for the Merger

    116  

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  Page  

Treatment of B/E Aerospace's Existing Debt; Financing

    118  

Treatment of B/E Aerospace Stock-Based Awards

    118  

Appraisal Rights

    119  

Source of Funding for the Merger

    123  

NYSE Listing of Rockwell Collins Common Stock; Delisting and Deregistration of B/E Aerospace Common Stock

    123  

Litigation Relating to the Merger

    124  

U.S. Federal Income Tax Consequences

    125  

Restrictions on Sales of Shares of Rockwell Collins Common Stock Received in the Merger

    127  

THE MERGER AGREEMENT

    128  

Structure of the Merger

    128  

Merger Consideration to be Received by B/E Aerospace Stockholders

    128  

Treatment of B/E Aerospace Stock-Based Awards

    130  

Closing

    131  

Effective Time

    131  

Conversion of Shares; Exchange of Certificates; No Fractional Shares

    131  

Representations and Warranties; Material Adverse Effect

    132  

Covenants and Agreements

    134  

Conditions to the Merger

    148  

Termination

    150  

Effect of Termination

    152  

Termination Fees and Expense Reimbursements

    152  

Expenses

    154  

Amendment and Waiver

    154  

Third-Party Beneficiaries

    155  

Governing Law; Jurisdiction; Waiver of Jury Trial

    155  

Enforcement

    156  

INFORMATION ABOUT THE COMPANIES

    157  

Rockwell Collins

    157  

B/E Aerospace

    157  

Merger Sub

    158  

ROCKWELL COLLINS SPECIAL MEETING

    159  

ROCKWELL COLLINS PROPOSALS

    165  

Item 1. The Share Issuance Proposal

    165  

Item 2. The Rockwell Collins Adjournment Proposal

    165  

B/E AEROSPACE SPECIAL MEETING

    166  

B/E AEROSPACE PROPOSALS

    172  

Item 1. The Merger Proposal

    172  

Item 2. The Merger-Related Compensation Proposal

    172  

Item 3. The B/E Aerospace Adjournment Proposal

    172  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    173  

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

    177  

COMPARISON OF RIGHTS OF STOCKHOLDERS OF ROCKWELL COLLINS AND B/E AEROSPACE

    187  

LEGAL MATTERS

    196  

EXPERTS

    196  

DATES FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2017 AND 2018 ANNUAL MEETINGS

    196  

Rockwell Collins

    196  

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  Page  

B/E Aerospace

    197  

HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

    198  

WHERE YOU CAN FIND MORE INFORMATION

    198  

Rockwell Collins SEC Filings

    199  

B/E Aerospace SEC Filings

    199  


Annex A: Agreement and Plan of Merger


 


Annex B: Opinion of J.P. Morgan Securities LLC


 


Annex C: Opinion of Citigroup Global Markets Inc.


 


Annex D: Opinion of Goldman, Sachs & Co.


 


Annex E: Section 262 of the Delaware General Corporation Law


 

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

        The following questions and answers briefly address some commonly asked questions about the merger and each of the Rockwell Collins and B/E Aerospace special meetings. They may not include all the information that is important to stockholders of Rockwell Collins and B/E Aerospace. Stockholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q:
What is the merger?

A:
Rockwell Collins, Inc., which is referred to as Rockwell Collins, and B/E Aerospace, Inc., which is referred to as B/E Aerospace, have entered into an Agreement and Plan of Merger, dated as of October 23, 2016, which (as the same may be amended from time to time) is referred to as the merger agreement. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed business combination of Rockwell Collins and B/E Aerospace. Under the merger agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions to the merger set forth in the merger agreement and described hereinafter, Quarterback Merger Sub Corp., a wholly owned subsidiary of Rockwell Collins, which is referred to as Merger Sub, will merge with and into B/E Aerospace, with B/E Aerospace continuing as the surviving corporation and a wholly owned subsidiary of Rockwell Collins, in a transaction which is referred to as the merger.

Q:
Why am I receiving these materials?

A:
Rockwell Collins and B/E Aerospace are sending these materials to their respective stockholders to help them decide how to vote their shares of Rockwell Collins or B/E Aerospace common stock, as the case may be, with respect to the merger and other matters to be considered at their respective special meetings.
Q:
What will B/E Aerospace stockholders receive in the merger?

A:
If the merger is completed, B/E Aerospace stockholders (other than (i) Rockwell Collins, B/E Aerospace and Merger Sub and (ii) any stockholders holding shares of B/E Aerospace common stock with respect to which appraisal rights are properly demanded and not withdrawn under the General Corporation Law of the State of Delaware) will receive $34.10 per share in cash, without interest, and a fraction of a validly issued, fully paid and non-assessable share of Rockwell Collins common stock with a value of $27.90 per share, subject to adjustment pursuant to the terms of the merger agreement, for each share of B/E Aerospace common stock. The precise fraction of a share of Rockwell Collins common stock into which each share of B/E Aerospace common stock will be converted, which is referred to as the exchange ratio, will be determined based upon the Rockwell Collins stock price, as described in more detail in "The Merger

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Q:
How will Rockwell Collins pay the cash component of the merger consideration?

A:
Rockwell Collins' obligation to complete the merger is not conditioned upon its obtaining financing. Rockwell Collins anticipates that approximately $3.6 billion will be required to pay the aggregate cash portion of the merger consideration to the B/E Aerospace stockholders. Rockwell Collins intends to fund the cash component of the merger through sources of debt financing.
Q:
When do Rockwell Collins and B/E Aerospace expect to complete the transaction?

A:
Rockwell Collins and B/E Aerospace are working to complete the transaction as soon as practicable. We currently expect that the transaction will be completed in the spring of 2017. Neither Rockwell Collins nor B/E Aerospace can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company's control, including the necessary regulatory approvals.
Q:
What am I being asked to vote on, and why is this approval necessary?

A:
Rockwell Collins stockholders are being asked to vote on the following proposals:

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Q:
What vote is required to approve each proposal at the Rockwell Collins Special Meeting?

A:
The Share Issuance proposal:    The affirmative vote of holders of a majority of the votes cast by shares of Rockwell Collins common stock represented (in person or by proxy) at the Rockwell Collins special meeting is required to approve the Share Issuance proposal, which is referred to as the Rockwell Collins Stockholder Approval.
Q:
What vote is required to approve each proposal at the B/E Aerospace Special Meeting?

A:
The Merger proposal:    The affirmative vote of holders of a majority of the issued and outstanding shares of B/E Aerospace common stock is required to approve the Merger proposal, which is referred to as the B/E Aerospace Stockholder Approval.

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Q:
What happens if the non-binding advisory proposal to approve compensation that will or may be paid or provided by B/E Aerospace to its named executive officers in connection with the merger is not approved?

A:
Approval, on an advisory (non-binding) basis, of compensation that will or may be paid or provided by B/E Aerospace to its named executive officers in connection with the merger is not a condition to completion of the merger. The vote is an advisory vote and is not binding. If the merger is completed, B/E Aerospace expects to pay "compensation in connection with the merger" to its named executive officers.

Q:
What constitutes a quorum?

A:
The presence at the Rockwell Collins special meeting, in person or by proxy, of the holders of a majority of the shares of Rockwell Collins common stock issued and outstanding on the record date for the Rockwell Collins special meeting will constitute a quorum for the transaction of business at the Rockwell Collins special meeting. The presence at the B/E Aerospace special meeting, in person or by proxy, of the holders of a majority of B/E Aerospace votes entitled to be cast by stockholders entitled to vote on the record date for the B/E Aerospace special meeting will constitute a quorum for the transaction of business at the B/E Aerospace special meeting. Abstentions (which are described below) will count for the purpose of determining the presence of a quorum for the transaction of business at each special meeting.

Q:
How does the Rockwell Collins Board recommend that I vote?

A:
The board of directors of Rockwell Collins, which is referred to as the Rockwell Collins Board, unanimously recommends that holders of Rockwell Collins common stock vote "FOR" the Share Issuance proposal and "FOR" the Rockwell Collins Adjournment proposal.

Q:
How does the B/E Aerospace Board recommend that I vote?

A:
The board of directors of B/E Aerospace, which is referred to as the B/E Aerospace Board, unanimously recommends that B/E Aerospace stockholders vote "FOR" the Merger proposal and "FOR" the B/E Aerospace Adjournment proposal. In addition, the B/E Aerospace Board unanimously recommends that holders of B/E Aerospace common stock vote "FOR" the Merger-Related Compensation proposal to approve, on an advisory (non-binding) basis, any "golden parachute" compensation arrangement that may be paid or become payable to B/E Aerospace's named executive officers that is based on or otherwise relates to the merger or contemplated by the merger agreement.

Q:
What do I need to do now?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at your respective company's special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

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Q:
How do I vote?

A:
If you are a stockholder of record of Rockwell Collins as of January 18, 2017, which is referred to as the Rockwell Collins record date, or a stockholder of B/E Aerospace as of January 18, 2017, which is referred to as the B/E Aerospace record date, you may submit your proxy before your respective company's special meeting in one of the following ways:

Telephone voting—use the toll-free number shown on your proxy card;

Via the Internet—visit the website shown on your proxy card to vote via the Internet; or

Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
Q:
How do I vote my shares of B/E Aerospace common stock held through B/E Aerospace's 401(k) Plan?

A:
If you hold shares of B/E Aerospace common stock through B/E Aerospace's 401(k) Plan, you may vote your shares by telephone, mail or via the Internet as described above. If you vote your shares by telephone or via the Internet, your voting instructions must be received before 11:59 p.m. (Eastern time) on March 6, 2017 in order for you to instruct B/E Aerospace's 401(k) Plan trustee how to vote your shares. If you vote your shares by mail, your voting instructions must be received before 6:00 p.m. (Eastern time) on March 6, 2017 in order for you to instruct B/E Aerospace's 401(k) Plan trustee how to vote your shares. If you hold shares through B/E Aerospace's 401(k) Plan and do not timely submit your voting instructions by this deadline, your applicable shares will be voted in the same proportion to the shares held in B/E Aerospace's 401(k) Plan for which votes were cast.
Q:
How do I vote my shares of Rockwell Collins common stock held through the Rockwell Collins Retirement Savings Plan?

A:
If you hold shares of Rockwell Collins common stock through the Rockwell Collins Retirement Savings Plan, you may vote your shares by telephone, mail or via the Internet as described above. If you hold shares through the Rockwell Collins Retirement Savings Plan and are an employee of Rockwell Collins, you will receive an email with instructions on how to vote the shares you hold through the plan. If you vote your shares by telephone or via the Internet, your voting instructions must be received before 11:59 p.m. (Central time) on March 5, 2017 in order for you to instruct the Rockwell Collins Retirement Savings Plan trustee how to vote your shares. If you vote your shares by mail, your voting instructions must be received by March 5, 2017 in order for you to instruct the Rockwell Collins Retirement Savings Plan trustee how to vote your shares. If you hold shares through the Rockwell Collins Retirement Savings Plan and do not timely submit your voting

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Q:
If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:
If your shares are held in "street name" in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Rockwell Collins or B/E Aerospace or by voting in person at your respective company's special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

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Q:
When and where are the Rockwell Collins and B/E Aerospace special meetings of stockholders? What must I bring to attend the special meeting?

A:
The special meeting of Rockwell Collins stockholders will be held at the Cedar Rapids Marriott, 1200 Collins Road NE, Cedar Rapids, Iowa on March 9, 2017 at 8:30 a.m. (Central time). Subject to space availability, all Rockwell Collins stockholders as of the Rockwell Collins record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:00 a.m. (Central time).
Q:
What if I fail to vote or abstain?

A:
For purposes of each of the Rockwell Collins special meeting and the B/E Aerospace special meeting, an abstention occurs when a stockholder attends the applicable special meeting in person and does not vote or returns a proxy with an "abstain" instruction.

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Q:
What will happen if I return my proxy or voting instruction card without indicating how to vote?

A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Rockwell Collins common stock represented by your proxy will be voted as recommended by the Rockwell Collins Board with respect to that proposal or the B/E Aerospace common stock represented by your proxy will be voted as recommended by the B/E Aerospace Board with respect to that proposal, as applicable. Unless a Rockwell Collins stockholder or a B/E Aerospace stockholder, as applicable, checks the box on its proxy card to withhold discretionary authority, the applicable proxy holders may use their discretion to vote on other matters relating to the Rockwell Collins special meeting or B/E Aerospace special meeting, as applicable.

Q:
What if I hold shares of both Rockwell Collins common stock and B/E Aerospace common stock?

A:
If you are a stockholder of both Rockwell Collins and B/E Aerospace, you will receive two separate packages of proxy materials. A vote as a B/E Aerospace stockholder will not constitute a vote as a Rockwell Collins stockholder and vice versa. Therefore, please sign, date and return all proxy cards that you receive, whether from Rockwell Collins or B/E Aerospace, or vote as both a Rockwell Collins stockholder and as a B/E Aerospace stockholder by Internet or telephone.

Q:
May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A:
Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the Rockwell Collins or B/E Aerospace special meeting as described herein. You may do this in one of the following four ways:

by sending a notice of revocation to the corporate secretary of Rockwell Collins or B/E Aerospace, as applicable;

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so;

by sending a completed proxy card bearing a later date than your original proxy card; or

by attending the Rockwell Collins or B/E Aerospace special meeting, as applicable, and voting in person.
Q:
What are the U.S. federal income tax consequences of the merger?

A:
The exchange of B/E Aerospace common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences") of B/E Aerospace common stock who receives the merger consideration in exchange for such U.S. holder's shares of B/E Aerospace common

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Q:
Do I have appraisal rights in connection with the transaction?

A:
Under Delaware law, Rockwell Collins stockholders will not be entitled to exercise any appraisal rights in connection with the merger or any other transaction described in this joint proxy statement/prospectus.
Q:
What will happen to my B/E Aerospace stock-based awards?

A:
Treatment of B/E Aerospace Restricted Stock Awards and RSU Awards

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Q:
What happens if I sell my shares of B/E Aerospace common stock after the record date but before the B/E Aerospace special meeting?

A:
The record date for the B/E Aerospace special meeting (the close of business on January 18, 2017) is earlier than the date of the B/E Aerospace special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of B/E Aerospace common stock after the record date but before the date of the B/E Aerospace special meeting, you will retain your right to vote at the B/E Aerospace special meeting. However, you will not have the right to receive the merger consideration to be received by B/E Aerospace stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:
What happens if I sell my Rockwell Collins shares after the record date but before the Rockwell Collins special meeting?

A:
The record date for the Rockwell Collins special meeting (the close of business on January 18, 2017) is earlier than the date of the Rockwell Collins special meeting. If you sell or otherwise transfer your Rockwell Collins common shares after the record date but before the date of the Rockwell Collins special meeting, you will retain your right to vote at the Rockwell Collins special meeting.

Q:
Whom should I contact if I have any questions about the proxy materials or voting?

A:
If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or

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SUMMARY

        This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. Rockwell Collins and B/E Aerospace urge you to read carefully this joint proxy statement/prospectus in its entirety, including the annexes. Additional, important information, which Rockwell Collins and B/E Aerospace also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 198. Unless stated otherwise, all references in this joint proxy statement/prospectus to Rockwell Collins are to Rockwell Collins, Inc., all references to B/E Aerospace are to B/E Aerospace, Inc. and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of October 23, 2016, by and among Rockwell Collins, Inc., Quarterback Merger Sub Corp. and B/E Aerospace, Inc., a copy of which is attached as Annex A to this joint proxy statement/prospectus.

The Parties

Rockwell Collins

        Rockwell Collins designs, produces and supports communications and aviation systems for commercial and military customers and provides information management services through voice and data communication networks and solutions worldwide. The integrated system solutions and products Rockwell Collins provides to its served markets are oriented around a set of core competencies: communications, navigation, automated flight control, displays/surveillance, simulation and training, integrated electronics and information management systems. Rockwell Collins also provides a wide range of services and support to its customers through a worldwide network of service centers, including equipment repair and overhaul, service parts, field service engineering, training, technical information services and aftermarket used equipment sales. The structure of Rockwell Collins' business allows it to leverage these core competencies across markets and applications to bring high value solutions to its customers.

        Rockwell Collins serves a worldwide customer base through its three operating segments: Commercial Systems, Government Systems and Information Management Services. The Commercial Systems segment supplies aviation electronics systems, products and services to customers located throughout the world. The customer base consists of original equipment manufacturers of commercial air transport, business and regional aircraft, commercial airlines and business aircraft operators. The Government Systems segment provides a broad range of electronic products, systems and services to customers including the U.S. Department of Defense, various ministries of defense, other government agencies and defense contractors around the world. These products, systems and services support airborne, precision weapon, ground and maritime applications on new equipment as well as in retrofit and upgrade applications designed to extend the service life and enhance the capability of existing aircraft, vehicle and weapon platforms. The Information Management Services segment provides communications services, systems integration and security solutions across the aviation, airport, rail and nuclear security markets to customers located around the world. The customer base includes commercial airlines, business aircraft operators, the U.S. Federal Aviation Administration (FAA), airport and critical infrastructure operators and major passenger and freight railroads.

        Rockwell Collins serves a broad range of customers worldwide, including the U.S. Department of Defense, U.S. Coast Guard, civil agencies, airports, defense contractors, foreign ministries of defense, manufacturers of commercial helicopters, manufacturers of commercial air transport, business and regional aircraft, commercial airlines, fractional and other business jet operators, the FAA, critical infrastructure operators and major passenger and freight railroads. Rockwell Collins markets its systems, products and services directly to its customers through an internal marketing and sales force. In addition, it utilizes a worldwide dealer network to distribute its products and international sales representatives to assist with international sales and marketing. In 2016, various branches of the U.S.

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Government, both directly and indirectly through subcontracts, accounted for 33% of Rockwell Collins' total sales.

        Rockwell Collins' executive offices are located at 400 Collins Road NE, Cedar Rapids, Iowa 52498 and its telephone number is (319) 295-1000. Rockwell Collins' website address is www.rockwellcollins.com. Information contained on Rockwell Collins' website does not constitute part of this joint proxy statement/prospectus. Rockwell Collins' stock is publicly traded on the New York Stock Exchange, which is referred to as the NYSE, under the ticker symbol "COL."

B/E Aerospace

        B/E Aerospace is a world leading manufacturer of aircraft cabin interior products. B/E Aerospace designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E Aerospace's manufactured products include aircraft cabin seating, lighting systems, oxygen systems, food and beverage preparation and storage equipment, galley systems, and modular lavatory systems. B/E Aerospace also provides cabin interior reconfiguration, program management and certification services. B/E Aerospace sells and supports its products through its own global direct sales and product support organization.

        B/E Aerospace's commercial aircraft segment includes seating products, interior systems, and engineering services for commercial aircraft, and brazing technologies and electronic systems for the commercial and military aerospace markets. B/E Aerospace has the design and engineering capabilities to create and manufacture highly customized products tailored to customers' unique preferences. As an industry leading manufacturer of interior systems for both narrow- and wide-body aircraft, B/E Aerospace supplies food and beverage preparation equipment, galleys and galley air chillers, cabin lighting, oxygen systems and passenger service units (PSUs), lavatories, and water and waste systems. B/E Aerospace services also include optimizing cabin layout and installing crew rest compartments. Additionally, B/E Aerospace is a market leader in the design, engineering, and manufacturing of customized, fully integrated thermal management, power conversion, and interconnect solutions that address complex power management requirements. Revenues for the commercial aircraft segment in the third quarter of 2016 were $578.8 million.

        B/E Aerospace's business jet segment manufactures products that include a complete line of business jet seating and divan products, super first class environments, lighting systems, air valves, water and waste systems, oxygen delivery systems, and de-icing systems. B/E Aerospace is internationally recognized as a leading supplier of business jet products and services for leading prominent business jet manufacturers and completion centers. Revenues for the business jet segment in the third quarter of 2016 were $153.9 million.

        B/E Aerospace was founded by Amin and Bob Khoury in 1987 upon the acquisition of Bach Engineering. After acquiring EECO, Inc. in 1989, the company's name was changed to B/E Avionics. B/E Aerospace became a public company listed on The NASDAQ Stock Market, which is referred to as the NASDAQ, in April 1990. In 1992, B/E Aerospace acquired the assets of PTC Aerospace, Inc. and Aircraft Products Company, transforming B/E Aerospace into a cabin interiors provider, and the company's name became "B/E Aerospace, Inc." Over the next 10 years, acquisitions of interior equipment companies established B/E Aerospace as a broad based provider of interior equipment. Over the following decade, B/E Aerospace consolidated and integrated the acquired businesses, developed a global direct sales and customer support organization and developed into a global market leading manufacturer of aircraft cabin interior equipment. In 2014, the Consumables Management Segment, which consisted of B/E Aerospace's aerospace distribution and energy services businesses, was spun-off to form KLX, Inc., which is referred to as KLX.

        B/E Aerospace's executive offices are located at 1400 Corporate Center Way, Wellington Florida, 33414, its website address is www.beaerospace.com, and its phone number is (561) 791-5000.

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Information contained on B/E Aerospace's website does not constitute part of this joint proxy statement/prospectus. B/E Aerospace common stock is listed on the NASDAQ, trading under the symbol "BEAV."

Merger Sub

        Merger Sub, a wholly owned subsidiary of Rockwell Collins, is a Delaware corporation incorporated on October 19, 2016 for the purpose of effecting the merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Sub are located at 400 Collins Road NE, Cedar Rapids, Iowa 52498.

The Transaction

Merger Agreement

        On October 23, 2016, Rockwell Collins, B/E Aerospace and Merger Sub entered into the merger agreement, which provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into B/E Aerospace, with B/E Aerospace continuing as the surviving corporation and a wholly owned subsidiary of Rockwell Collins.

Amendment to Tax Sharing Agreement

        In connection with entry into the merger agreement, B/E Aerospace and KLX entered into a first amendment to the Tax Sharing and Indemnification Agreement, dated as of December 15, 2014, which is referred to as the KLX tax sharing agreement. The KLX tax sharing agreement was originally entered into in connection with B/E Aerospace's contribution of assets to KLX, B/E Aerospace's repayment of certain debt obligations with the proceeds of a cash distribution from KLX, and B/E Aerospace's distribution of the stock of KLX, all in December of 2014, in transactions intended to qualify for tax-free treatment under Sections 355, 361 and 368(a)(1)(D) of the U.S. Internal Revenue Code of 1986, as amended, which transactions, collectively, are referred to as the KLX spin-off and which tax treatment is referred to as the KLX spin-off tax treatment. Among other things, the KLX tax sharing agreement sets forth the allocation between B/E Aerospace and KLX of liabilities for taxes arising prior to, as a result of, and subsequent to the KLX spin-off and certain related restructuring transactions and sets out certain restrictions on the activities of both B/E Aerospace and KLX following the KLX spin-off.

        The amendment to the KLX tax sharing agreement modifies a requirement under the KLX tax sharing agreement relating to the ability of B/E Aerospace to enter into certain transactions after the KLX spin-off. In satisfaction of this modified requirement, B/E Aerospace provided KLX with an opinion that B/E Aerospace received from its tax advisor, Shearman & Sterling LLP, which is referred to as Shearman & Sterling, relating to the impact of the merger on the KLX spin-off tax treatment. In addition, pursuant to the terms of the amendment to the KLX tax sharing agreement, KLX delivered a representation letter to Shearman & Sterling, for purposes of such opinion. This opinion relies on certain representations, assumptions, undertakings and covenants, from KLX, B/E Aerospace and Rockwell Collins and the conclusion set forth in the opinion may be adversely affected if one or more of the representations and assumptions is incorrect or one or more of the undertakings and covenants is not complied with.

Consideration to be Received in the Merger by B/E Aerospace Stockholders

        At the effective time, each share of B/E Aerospace common stock that is issued and outstanding immediately prior to the effective time (other than (i) shares of B/E Aerospace common stock owned

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or held directly or indirectly by Rockwell Collins, B/E Aerospace (including as treasury stock) or Merger Sub, which will be cancelled immediately prior to the effective time, and (ii) shares of B/E Aerospace common stock with respect to which appraisal rights are properly demanded and not withdrawn under Section 262 of the DGCL) will be converted into the right to receive $34.10 in cash, without interest, which is referred to as the cash consideration, and a fraction of a validly issued, fully paid and non-assessable share of Rockwell Collins common stock having a value equal to $27.90 (subject to adjustment based upon a two-way collar mechanism), which is referred to as the stock consideration. The exchange ratio will be determined based upon the Rockwell Collins stock price, as described in more detail in "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128. If the Rockwell Collins stock price is greater than or equal to $77.41 and less than or equal to $89.97, the exchange ratio will be equal to the quotient of (a) $27.90 divided by (b) the Rockwell Collins stock price, which, in each case, will result in the stock consideration having a value equal to $27.90. If the Rockwell Collins stock price is less than $77.41 or greater than $89.97, then the two-way collar mechanism will apply pursuant to which, (1) if the Rockwell Collins stock price is greater than $89.97, the exchange ratio will be fixed at 0.3101 and the value of the stock consideration will be more than $27.90, and (2) if the Rockwell Collins stock price is less than $77.41, the exchange ratio will be fixed at 0.3604 and the value of the stock consideration will be less than $27.90. Upon the completion of the merger, based on minimum and maximum exchange ratios of 0.3101 and 0.3604, the estimated number of shares of Rockwell Collins common stock issuable as a portion of the merger consideration is between 31.1 million shares and 36.1 million shares, which will result in former B/E Aerospace stockholders holding approximately 19.2% to 21.7% of the outstanding Rockwell Collins common stock, based on the number of outstanding shares of common stock and outstanding stock-based awards of Rockwell Collins and B/E Aerospace as of January 26, 2017. For more details on the shares of Rockwell Collins common stock and other consideration to be received by B/E Aerospace stockholders, see "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128 of this joint proxy statement/prospectus.

        All fractional shares of Rockwell Collins common stock that would otherwise be issued to a B/E Aerospace stockholder as part of the merger consideration will be aggregated to create whole shares of Rockwell Collins common stock that will be issued to B/E Aerospace stockholders as part of the merger consideration. If a fractional share of Rockwell Collins common stock remains payable to a B/E Aerospace stockholder after aggregating all fractional shares of Rockwell Collins common stock payable to such B/E Aerospace stockholder, then such B/E Aerospace stockholder will be paid, in lieu of such remaining fractional share of Rockwell Collins common stock, an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (x) the amount of the fractional share interest in a share of Rockwell Collins common stock to which such holder would otherwise be entitled (rounded to three decimal places) and (y) the Rockwell Collins stock price.

Treatment of Stock-Based Awards

B/E Aerospace

Treatment of B/E Aerospace Restricted Stock Awards and RSU Awards

        Upon completion of the merger, each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted prior to the date of the merger agreement will (i) become fully vested and, to the extent such award is subject to performance conditions, such performance conditions will be deemed satisfied at the maximum level and (ii) be cancelled and converted into the right to receive a lump sum cash payment per share of B/E Aerospace common stock underlying such award equal to the value of the per share merger consideration, less any applicable withholding taxes. Upon completion of the merger, except for outstanding restricted stock unit awards granted to the executive officers of B/E Aerospace in November 2016, consistent with past

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practice, which will be cancelled and converted into a cash payment pursuant to their terms, each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted on or following the date of the merger agreement will be assumed by Rockwell Collins and converted into a Rockwell Collins award of restricted stock or restricted stock unit award, as applicable, which will vest subject to the grantee's continued service with Rockwell Collins or its affiliates through each applicable vesting date (with any performance conditions that were applicable to the B/E Aerospace award deemed satisfied at target level performance and, following the closing, the converted Rockwell Collins award subject only to time-based vesting) covering a number of shares of Rockwell Collins common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of B/E Aerospace that were subject to the B/E Aerospace award by a ratio of the value of the merger consideration divided by the Rockwell Collins stock price (with the value of the stock consideration portion of the merger consideration determined by multiplying the number of such shares of Rockwell Collins common stock by the Rockwell Collins stock price).

Treatment of B/E Aerospace Stock Units

        Each stock unit credited to the account of any current or former director under the B/E Aerospace Amended and Restated Non-Employee Directors Stock and Deferred Compensation Plan that is outstanding immediately prior to the effective time of the merger, which is referred to as the effective time, will be converted into the right to receive the merger consideration.

        For a more complete description of the treatment of outstanding restricted stock unit awards granted to the executive officers of B/E Aerospace in November 2016, see "The Merger—Interests of Directors and Executive Officers in the Merger" beginning on page 102.

Rockwell Collins

        The merger will not affect Rockwell Collins' stock-based awards. All such awards will remain outstanding subject to the same terms and conditions that are applicable to such stock-based awards prior to the merger.

Rockwell Collins Board of Directors Following Completion of the Merger

        The merger agreement provides that Rockwell Collins will take all necessary corporate action so that, upon and after the effective time, the size of the Rockwell Collins Board will be increased by two members to a total of eleven, and two individuals selected by B/E Aerospace who meet Rockwell Collins' independence criteria and are otherwise reasonably acceptable to Rockwell Collins will be appointed to the Rockwell Collins Board. One such individual will serve as a member of the class of directors of the Rockwell Collins Board with terms expiring in 2018, and the other will serve as a member of the class of directors of the Rockwell Collins Board with terms expiring in 2020. Pursuant to this provision of the merger agreement, John T. Whates and Richard G. Hamermesh, both members of the B/E Aerospace Board, were selected by B/E Aerospace to be appointed to the Rockwell Collins Board and are expected to serve as members of the class of directors of the Rockwell Collins Board with terms expiring in 2018 and 2020, respectively. Other than such additional directors, no changes to the Rockwell Collins Board are expected in connection with the consummation of the merger.

        For a more complete description of the directors and executive officers of the surviving corporation, see "The Merger—Governance of Rockwell Collins Following Completion of the Merger" beginning on page 101.

Headquarters

        Upon completion of the transaction, Rockwell Collins' headquarters will remain in Cedar Rapids, Iowa.

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Recommendations of the Rockwell Collins Board of Directors

        After careful consideration, the Rockwell Collins Board unanimously recommends that holders of Rockwell Collins common stock vote:

        For further discussion of the Rockwell Collins Board's reasons for the transaction and the recommendations of the Rockwell Collins Board, see "The Merger—Rockwell Collins Board of Directors' Recommendations and Its Reasons for the Transaction" beginning on page 66.

Recommendations of the B/E Aerospace Board of Directors

        After careful consideration, the B/E Aerospace Board unanimously recommends that holders of B/E Aerospace common stock vote:

        For a more complete description of the B/E Aerospace Board's reasons for the transaction and the recommendation of the B/E Aerospace Board, see "The Merger—B/E Aerospace Board of Directors' Recommendations and Its Reasons for the Transaction" beginning on page 70.

Opinions of Financial Advisors

Rockwell Collins' Financial Advisor

Opinion of J.P. Morgan Securities LLC

        Rockwell Collins retained J.P. Morgan Securities LLC, which is referred to as J.P. Morgan, to act as its financial advisor in connection with the proposed merger. At the meeting of the Rockwell Collins Board on October 21, 2016, J.P. Morgan rendered its oral opinion to the Rockwell Collins Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid by Rockwell Collins was fair, from a financial point of view, to Rockwell Collins. The oral opinion was subsequently confirmed in writing by delivery of J.P. Morgan's written opinion dated October 23, 2016.

        The full text of the written opinion of J.P. Morgan, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Rockwell Collins stockholders are urged to read the opinion in its entirety. J.P. Morgan's opinion was addressed to the Rockwell Collins Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the fairness, from a financial point of view, to Rockwell Collins of the merger consideration to be paid by Rockwell Collins and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the merger consideration to the holders of any class of securities, creditors or other constituencies of Rockwell Collins or as to the underlying decision by Rockwell Collins to engage in the merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan.

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The opinion does not constitute a recommendation to any stockholder of Rockwell Collins as to how such stockholder should vote with respect to the merger or any other matter.

B/E Aerospace's Financial Advisors

Opinion of Citigroup Global Markets Inc.

        On October 23, 2016, Citigroup Global Markets Inc., which is referred to as Citigroup, delivered to the B/E Aerospace Board a written opinion dated October 23, 2016, to the effect that, as of such date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in the written opinion, each as described in greater detail in the section entitled "The Merger—Opinions of B/E Aerospace's Financial Advisors" beginning on page 82, the merger consideration to be received by the holders of outstanding shares of common stock of B/E Aerospace, other than shares of B/E Aerospace common stock held by holders who are entitled to, and properly demand, appraisal of their shares of B/E Aerospace common stock and shares of B/E Aerospace common stock that are owned, directly or indirectly, by Rockwell Collins, B/E Aerospace (as treasury shares or otherwise) or Merger Sub (collectively, referred to as the excluded holders) in the merger was fair, from a financial point of view, to such holders. Citigroup's opinion, the issuance of which was authorized by Citigroup's fairness opinion committee, was provided to the B/E Aerospace Board in connection with its evaluation of the merger and was limited to the fairness, from a financial point of view, as of the date of Citigroup's opinion, to the holders of outstanding shares of common stock of B/E Aerospace (other than excluded holders) of the merger consideration to be received by such holders in the merger.

        Citigroup's opinion does not address any other aspects or implications of the merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the merger. The summary of Citigroup's opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. We encourage you to read the full text of Citigroup's written opinion, which is attached to this joint proxy statement/prospectus as Annex C and sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken.

Opinion of Goldman, Sachs & Co.

        On October 23, 2016, Goldman, Sachs & Co., which is referred to as Goldman Sachs, delivered to the B/E Aerospace Board a written opinion dated October 23, 2016, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated October 23, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Goldman Sachs provided its opinion for the information and assistance of the B/E Aerospace Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of B/E Aerospace common stock should vote with respect to the merger or any other matter.

Interests of Directors and Executive Officers in the Merger

        The directors and executive officers of B/E Aerospace have interests in the merger that are in addition to their interests as stockholders of B/E Aerospace generally. These interests include, but are not limited to, continued employment of certain executive officers with the surviving company,

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indemnification and insurance for current and former directors and executive officers, transaction bonuses for certain executive officers and the treatment in the merger of B/E Aerospace restricted stock units, restricted stock awards and other equity-based awards held by these directors and executive officers (including accelerated vesting of B/E Aerospace restricted stock units and restricted stock awards immediately upon the effective time). Certain B/E Aerospace executive officers are, by reason of their respective employment agreements with B/E Aerospace, entitled to severance payments and other benefits immediately upon the consummation of the merger (certain other executive officers are entitled to severance payments and benefits upon a qualifying termination of employment following the merger). In addition, Richard G. Hamermesh and John T. Whates, both members of the B/E Aerospace Board, will be appointed to the Rockwell Collins Board. The B/E Aerospace Board was aware of these interests and considered them, among other matters, in approving the merger agreement and in determining to recommend that B/E Aerospace stockholders adopt the merger agreement.

U.S. Federal Income Tax Consequences of the Merger

        The exchange of B/E Aerospace common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences" beginning on page 125) of B/E Aerospace common stock who receives the merger consideration in exchange for such U.S. holder's shares of B/E Aerospace common stock generally will recognize taxable gain or loss in an amount equal to the difference, if any, between (i) the sum of the fair market value of the Rockwell Collins common stock and the amount of cash, including cash in lieu of fractional shares, received in the merger and (ii) such U.S. holder's adjusted tax basis in the shares of B/E Aerospace common stock exchanged therefor. If you are a non-U.S. holder, the merger generally will not result in tax to you under U.S. federal income tax laws unless you have certain connections with the United States.

        This joint proxy statement/prospectus contains a general discussion of United States federal income tax consequences of the merger. This description does not address any non-U.S. tax consequences, nor does it pertain to state, local or other tax consequences. Consequently, you are urged to contact your own tax advisor to determine the particular tax consequences to you of the merger.

Accounting Treatment of the Merger

        The merger will be accounted for as an acquisition of B/E Aerospace by Rockwell Collins under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S., which is referred to as GAAP.

Appraisal Rights

        Under Delaware law, Rockwell Collins stockholders will not be entitled to any appraisal rights in connection with the merger or any other transactions described in this joint proxy statement/prospectus.

        Under Delaware law, if the merger is completed, record holders of B/E Aerospace common stock who do not vote in favor of the adoption of the merger agreement and who otherwise properly exercise their appraisal rights will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of B/E Aerospace common stock, in lieu of receiving the merger consideration. The "fair value" could be higher or lower than, or the same as, the merger consideration. The relevant provisions of the DGCL are included as Annex E to this joint proxy statement/prospectus. B/E Aerospace stockholders are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, B/E Aerospace stockholders who are considering exercising that right are encouraged to seek the advice of legal counsel. Failure to comply strictly with these provisions may result in loss of the right of appraisal. For a more complete description of B/E Aerospace stockholders' appraisal rights, see "The Merger—Appraisal Rights" beginning on page 119.

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Regulatory Approvals

        The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the HSR Act, which prevents Rockwell Collins and B/E Aerospace from completing the merger until required information and materials are furnished to the Antitrust Division of the Department of Justice, which is referred to as the DOJ, and the Federal Trade Commission, which is referred to as the FTC, and the HSR Act waiting period is terminated or expires. On November 7, 2016, Rockwell Collins and B/E Aerospace filed the requisite notification and report forms under the HSR Act with the DOJ and the FTC. The required 30-day waiting period under the HSR Act expired at 11:59 Eastern time on December 7, 2016.

        The merger is also subject to antitrust review by governmental authorities in several foreign jurisdictions in which the companies have a sufficient market presence to require filings. The parties are making filings in Europe, China, the Philippines, South Korea and Turkey.

        Although we expect that all regulatory clearances and approvals will be obtained, we cannot assure you that these clearances and approvals will be timely obtained or obtained under the terms of the merger agreement at all or that the granting of these clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, or require changes to the terms of the merger agreement. These conditions or changes could result in the conditions to the merger not being satisfied.

        For a more complete description of regulatory approvals relating to the merger, see "The Merger—Regulatory Approvals Required for the Merger" beginning on page 116.

Litigation Relating to the Merger

        In connection with the merger, three putative class action lawsuits were filed by three different purported B/E Aerospace stockholders. The lawsuits allege, among other things, that the Form S-4 filed by Rockwell Collins on November 23, 2016 misstates and/or omits material information. Two of the lawsuits assert claims against B/E Aerospace and the members of the B/E Aerospace Board; the other lawsuit asserts claims against B/E Aerospace, the members of the B/E Aerospace Board, Rockwell Collins and Merger Sub. The lawsuits seek to enjoin the merger, to recover damages and other relief. For a more detailed description of litigation in connection with the merger, see "The Merger—Litigation Relating to the Merger" beginning on page 124.

Conditions to Completion of the Merger

        The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after Rockwell Collins and B/E Aerospace receive stockholder approval of the Share Issuance proposal and the Merger proposal, respectively, at their respective special meetings and receive all required regulatory approvals. The parties currently expect to complete the transaction in the spring of 2017. However, it is possible that factors outside of each company's control could require them to complete the transaction at a later time or not to complete it at all.

Conditions to the Obligations of the Parties to Complete the Merger

        The obligations of each of Rockwell Collins, Merger Sub and B/E Aerospace to complete the merger are subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

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Conditions to the Obligations of Each of Rockwell Collins and Merger Sub to Complete the Merger

        In addition, the obligations of each of Rockwell Collins and Merger Sub to complete the merger are subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

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Conditions to the Obligation of B/E Aerospace to Complete the Merger

        In addition, the obligation of B/E Aerospace to complete the merger is subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

        To the extent permitted by law, the conditions set forth in the merger agreement may be waived by Rockwell Collins or B/E Aerospace subject to the agreement of the other party in certain

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circumstances. For a more complete description of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 148.

Treatment of B/E Aerospace's Existing Debt; Financing

        In connection with the merger, the parties intend to terminate B/E Aerospace's existing revolving credit facility and term loan facility.

        Rockwell Collins' obligation to complete the merger is not conditioned upon its obtaining financing. Rockwell Collins anticipates that approximately $3.6 billion will be required to pay the aggregate cash portion of the merger consideration to the B/E Aerospace stockholders and approximately $2.1 billion to refinance B/E Aerospace's existing debt. Rockwell Collins intends to fund the cash component of the merger consideration and refinance the acquired debt through new sources of debt financing. Upon the closing of the acquisition, Rockwell Collins expects to have approximately $8 billion in total debt.

        For a more complete description of sources of funding for the merger, see "The Merger—Source of Funding for the Merger" beginning on page 123.

Timing of the Transaction

        The transaction is expected to be completed in the spring of 2017. However, it is possible that factors outside of each company's control could require them to complete the merger at a later time or not to complete the merger at all.

No Solicitation

        In the merger agreement, each of Rockwell Collins and B/E Aerospace has agreed:

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        The merger agreement includes certain exceptions to the non-solicitation covenant such that, prior to obtaining the B/E Aerospace Stockholder Approval or the Rockwell Collins Stockholder Approval, as applicable, the parties may take actions prohibited by the above limitations regarding an unsolicited acquisition proposal. Also, the applicable party's board of directors may, subject to complying with certain specified procedures, including providing the other party with a chance to negotiate, and, in certain circumstances, payment of a termination fee as described below, (i) change its recommendation in favor of the merger and the transactions contemplated by the merger agreement, or terminate the merger agreement, in order to enter into a definitive agreement regarding an unsolicited acquisition proposal that is determined to be a "superior proposal," or (ii) change its recommendation in favor of the merger and the transactions contemplated by the merger agreement in response to an "intervening event" that becomes known after the date of the merger agreement but prior to receipt of the applicable stockholder approval, in each case, to the extent failure to do so would be inconsistent with its fiduciary duties under applicable law. For a more complete description of the limitations on solicitation of acquisition proposals from third parties and the ability of each company's board of directors to change its recommendation for the transaction, see "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 141.

Termination of the Merger Agreement; Termination Fees

        The merger agreement may be terminated at any time prior to the effective time, before or after approval is obtained from the stockholders of Rockwell Collins or B/E Aerospace, as follows:

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        If the merger agreement is terminated as described above, the merger agreement will be null and void and of no effect, without liability on the part of any party and the rights and obligations of any party will cease, except that, obligations with respect to certain provisions of the merger agreement will survive the termination of the merger agreement, including:

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        The merger agreement provides for termination fees in connection with a termination of the merger agreement under the following circumstances:

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        In no event will Rockwell Collins or B/E Aerospace be required to pay a termination fee if such party has already paid a termination fee, and no termination fee will be payable more than once.

        In addition to the termination fees described above, the merger agreement provides for expense reimbursements in connection with the termination of the merger agreement under the following circumstances:

        Payment of the expense reimbursements by either party does not affect the other party's right to receive any applicable termination fees, but does reduce on a dollar-for-dollar basis any termination fee that becomes due and payable to such other party under the terms of the merger agreement.

        The right of either party to receive the applicable termination fee and expense reimbursement, in circumstances in which the applicable termination fee or expense reimbursement is owed, is the sole and exclusive monetary remedy of the receiving party against the other party and its subsidiaries and representatives for all losses and damages suffered as a result of the failure of the consummation of the transactions contemplated by the merger agreement to be consummated or failure to perform under the merger agreement or otherwise, except (i) in the event of (a) termination due to failure of a party to include its required recommendation under the merger agreement in this joint proxy statement/prospectus or due to breach of such party's non-solicitation obligations, (b) intentional breach of the covenant in the merger agreement related to certain tax matters or fraudulent breach of either party's representations and warranties under the merger agreement related to their respective tax representation letters or (c) the right of each party to receive the applicable termination fee less the applicable expense reimbursement under certain circumstances and (ii) that any party that fails to timely pay any termination fee or expense reimbursement due pursuant to the merger agreement will be obligated to pay any costs and expenses in connection with any suit brought by the other party that results in a judgment against the delinquent party for the payment of such termination fee and expense reimbursement.

        For a more complete description of each party's termination rights and the related termination fee obligations, see "The Merger Agreement—Termination" beginning on page 150 and "The Merger

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Agreement—Effect of Termination—Termination Fees and Expense Reimbursements" beginning on page 152.

Matters to be Considered at the Special Meetings

Rockwell Collins

        At the Rockwell Collins special meeting, Rockwell Collins stockholders will be asked to consider and vote upon:

        Stockholder approval of the Share Issuance proposal is required to complete the merger.

        The affirmative vote of holders of a majority of the votes cast by the shares of Rockwell Collins common stock represented (in person or by proxy) at the Rockwell Collins special meeting is required to approve the Share Issuance proposal.

        The affirmative vote of holders of a majority of the shares of Rockwell Collins common stock represented (in person or by proxy) at the Rockwell Collins special meeting and entitled to vote on the proposal, whether or not a quorum is present, is required to approve the Rockwell Collins Adjournment proposal.

        The Rockwell Collins Board unanimously recommends that Rockwell Collins stockholders vote "FOR" both of the proposals set forth above, as more fully described under "Rockwell Collins Proposals" beginning on page 165.

B/E Aerospace

        At the B/E Aerospace special meeting, B/E Aerospace stockholders will be asked to consider and vote upon:

        Stockholder approval of the Merger proposal is required for completion of the merger.

        The affirmative vote of holders of a majority of the shares of B/E Aerospace common stock issued and outstanding on the record date for the B/E Aerospace special meeting is required to approve the Merger proposal.

        The affirmative vote of holders of a majority of the votes cast by shares of B/E Aerospace common stock represented (in person or by proxy) at the B/E Aerospace special meeting and entitled to vote on such proposal is required to approve the Merger-Related Compensation proposal.

        The affirmative vote of holders of a majority of the votes cast by holders of shares of B/E Aerospace common stock represented (in person or by proxy) at the B/E Aerospace special meeting, whether or not there is a quorum, is required to approve the B/E Aerospace Adjournment proposal.

        The B/E Aerospace Board unanimously recommends that B/E Aerospace stockholders vote "FOR" all of the proposals set forth above, as more fully described under "B/E Aerospace Proposals" beginning on page 172.

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Voting by Rockwell Collins and B/E Aerospace Directors and Executive Officers

        As of the record date, directors and executive officers of Rockwell Collins and their affiliates owned and were entitled to vote 363,896 shares of Rockwell Collins common stock, representing approximately less than 1% of the total voting power of the shares of Rockwell Collins common stock outstanding on that date. It is currently expected that Rockwell Collins' directors and executive officers will vote their shares of Rockwell Collins common stock in favor of each of the proposals to be considered at the Rockwell Collins special meeting, although none of them have entered into any agreements obligating them to do so.

        As of the record date, directors and executive officers of B/E Aerospace and their affiliates owned and were entitled to vote 269,296 shares of B/E Aerospace common stock, representing less than 1% of the total voting power of the shares of B/E Aerospace common stock outstanding on that date. It is currently expected that B/E Aerospace's directors and executive officers will vote their shares of B/E Aerospace common stock in favor of each of the proposals to be considered at the B/E Aerospace special meeting, although none of them have entered into any agreements obligating them to do so. The number of shares reflected above does not include shares subject to outstanding unvested restricted stock awards or shares underlying unvested restricted stock units. For information with respect to restricted stock awards and restricted stock units, please see "—Treatment of Restricted Stock Awards" and "—Treatment of Restricted Stock Units" beginning on page 103 and page 104, respectively.

Risk Factors

        You should also carefully consider the risks that are described in the section entitled "Risk Factors" beginning on page 46.

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SELECTED HISTORICAL FINANCIAL DATA

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ROCKWELL COLLINS

        The following table presents selected historical consolidated financial data for Rockwell Collins as of and for the fiscal years ended on the Friday closest to September 30. For ease of presentation, September 30 is utilized to represent the fiscal year-end date. Fiscal year 2014 was a 53-week fiscal year, while 2016, 2015, 2013 and 2012 were 52-week fiscal years. The statement of operations data for the fiscal years ended September 30, 2016, 2015 and 2014 and the balance sheet data as of September 30, 2016 and 2015 have been obtained from Rockwell Collins' audited consolidated financial statements included in Rockwell Collins' Annual Report on Form 10-K for the fiscal year ended September 30, 2016, which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data for the fiscal years ended September 30, 2013 and 2012 and the balance sheet data as of September 30, 2014, 2013 and 2012 have been derived from Rockwell Collins' audited consolidated financial statements for such years, which have not been incorporated into this document by reference.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Rockwell Collins' Annual Report on Form 10-K for the fiscal year ended September 30, 2016, including sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 198 of this joint proxy statement/prospectus.

 
  Fiscal Year Ended September 30  
(in millions, except per share data and ratios)
  2016(a)   2015(b)   2014(c)   2013(d)   2012(e)  

Total sales

  $ 5,259   $ 5,244   $ 4,979   $ 4,474   $ 4,531  

Income from continuing operations

  $ 727   $ 694   $ 618   $ 630   $ 589  

Net income

  $ 728   $ 686   $ 604   $ 632   $ 609  

Cash dividends declared per common share

  $ 1.32   $ 1.26   $ 1.20   $ 1.20   $ 1.08  

Basic income from continuing operations per common share

  $ 5.57   $ 5.25   $ 4.57   $ 4.62   $ 4.05  

Diluted income from continuing operations per common share

  $ 5.50   $ 5.19   $ 4.52   $ 4.56   $ 4.01  

Total Assets

  $ 7,707   $ 7,304   $ 7,005   $ 5,397   $ 5,310  

Long-term Debt, Net

  $ 1,382   $ 1,680   $ 1,663   $ 563   $ 779  

Ratio of earnings to fixed charges(f)

    11     12     12     18     17  

(a)
Income from continuing operations includes a $24 million income tax benefit from the retroactive reinstatement of the previously expired Federal Research and Development Tax Credit and a $41 million income tax benefit due to the release of a valuation allowance for a U.S. capital loss carryforward. In addition, income from continuing operations includes $31 million of restructuring and asset impairment charges ($45 million before income taxes).

(b)
Income from continuing operations includes a $22 million income tax benefit from the retroactive reinstatement of the previously expired Federal Research and Development Tax Credit and a $16 million income tax benefit related to the remeasurement of certain prior year tax positions.

(c)
Income from continuing operations includes $18 million of restructuring, pension settlement and transaction costs ($25 million before income taxes). Income from continuing operations also includes a $9 million gain ($10 million before income taxes) resulting from the sale of a business. On December 23, 2013, Rockwell Collins acquired Radio Holding, Inc. for $1.405 billion. This

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    acquisition was funded through a combination of new long-term debt and short-term commercial paper borrowings.

(d)
Net income includes a $19 million income tax benefit related to the retroactive reinstatement of the previously expired Federal Research and Development Tax Credit. Short-term debt includes commercial paper borrowings incurred to fund a portion of Rockwell Collins' share repurchase program and also includes $200 million related to debt that matured in December 2013.

(e)
Net income includes $38 million of net restructuring and asset impairment charges ($58 million before income taxes), primarily related to employee severance costs and certain customer bankruptcy charges. Net income also includes a $19 million income tax benefit related to the favorable resolution of certain tax matters in 2012.

(f)
In computing the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes, adjusted for income or loss attributable to minority interests in subsidiaries, undistributed earnings of less than majority owned subsidiaries and fixed charges excluding capitalized interest. Fixed charges are defined as interest on borrowings (whether expensed or capitalized) and that portion of rental expense applicable to interest.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF B/E AEROSPACE

        The following table presents selected historical consolidated financial data for B/E Aerospace as of and for the fiscal years ending December 31, 2015, 2014, 2013, 2012 and 2011 and as of and for the nine months ended September 30, 2016 and 2015. The statement of earnings data for the fiscal years ending December 31, 2015, 2014 and 2013 and the balance sheet data as of December 31, 2015 and 2014 have been derived from B/E Aerospace audited consolidated financial statements included in B/E Aerospace's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which is incorporated by reference into this joint proxy statement/prospectus. The statement of earnings data for the fiscal years ended December 31, 2012 and 2011 and the balance sheet data as of December 31, 2013, 2012 and 2011 have been derived from B/E Aerospace's audited consolidated financial statements for such years, which have not been incorporated into this document by reference. The financial data as of and for the nine months ended September 30, 2016 and 2015 have been derived from B/E Aerospace's unaudited condensed consolidated financial statements included in B/E Aerospace's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, which is incorporated by reference into this joint proxy statement/prospectus.

        The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in B/E Aerospace's Annual Report on Form 10-K for the fiscal years ended December 31, 2015 and B/E Aerospace's Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, including the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes therein. See the section entitled "Where You Can Find More Information" beginning on page 198 of this joint proxy statement/prospectus.

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  Nine Months Ended September 30   Year Ended December 31  
(in millions, except per share data)
  2016   2015   2015   2014   2013   2012   2011  

Statement of Earnings data:

                                           

Revenues from continuing operations

  $ 2,203     2,070   $ 2,730   $ 2,599   $ 2,203   $ 1,914   $ 1,556  

Earnings from continuing operations, net of income taxes(1)

    251     202     286     58     195     80     75  

Discontinued operations, net of income taxes

                47     171     154     153  

Net Earnings

  $ 251   $ 202   $ 286   $ 105   $ 366   $ 234   $ 228  

Net earnings per common share:

                                           

Basic:

                                           

Continuing operations

  $ 2.49   $ 1.94   $ 2.75   $ 0.55   $ 1.89   $ 0.78   $ 0.74  

Discontinued operations

                0.45     1.65     1.51     1.51  

Basic earnings per common share

  $ 2.49   $ 1.94   $ 2.75   $ 1.00   $ 3.54   $ 2.29   $ 2.25  

Diluted:

                                           

Continuing operations

  $ 2.48   $ 1.93   $ 2.73   $ 0.55   $ 1.88   $ 0.77   $ 0.74  

Discontinued operations

                0.45     1.64     1.50     1.50  

Basic earnings per common share

  $ 2.48   $ 1.93   $ 2.73   $ 1.00   $ 3.52   $ 2.27   $ 2.24  

Consolidated Balance Sheet Data:(2)(3)

                                           

Cash and cash equivalents

  $ 126   $ 164   $ 154   $ 293   $ 638   $ 514   $ 304  

Total assets

    3,349     3,195     3,141     3,173     5,634     5,028     3,776  

Long-term debt, net of current maturities

    2,036     2,033     2,034     2,147     1,927     1,924     1,221  

Stockholders' equity

    191     88     56     10     2,609     2,179     1,873  

(1)
During the year ended December 31, 2014, B/E Aerospace incurred a loss on debt extinguishment of $244 million related to unamortized debt issue costs and fees and expenses related to the repurchase of B/E Aerospace's 5.25 percent and 6.875 percent notes in connection with the KLX spin-off. During the year ended December 31, 2012, B/E Aerospace incurred a loss on debt extinguishment of $82 million related to unamortized debt issue costs and fees and expenses related to the repurchase of B/E Aerospace's 8.5 percent notes.

(2)
On December 16, 2014, B/E Aerospace completed the KLX spin-off. As a result, B/E Aerospace's assets, liabilities and stockholders' equity decreased by $4,410 million, $1,783 million and $2,627 million, respectively.

(3)
Certain amounts for prior years have been reclassified to conform to the current presentation.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed combined financial information gives effect to the merger and the related financing transactions as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 173 of this joint proxy statement/prospectus. The selected unaudited pro forma condensed combined balance sheet data as of September 30, 2016 give effect to the merger as if it occurred on September 30, 2016, which was the end of Rockwell Collins' 2016 fiscal year. The selected unaudited pro forma condensed combined statements of income data for the year ended September 30, 2016, give effect to the merger as if it occurred on October 1, 2015, the first day of Rockwell Collins' 2016 fiscal year. Rockwell Collins and B/E Aerospace have different fiscal year ends. As a consequence, the B/E Aerospace historical results have been aligned to more closely conform to the fiscal periods of Rockwell Collins as further described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 173 of this joint proxy statement/prospectus.

        The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial statements of the combined company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the pro forma financial statements. In addition, the pro forma financial statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of Rockwell Collins and B/E Aerospace for the applicable periods, which have been incorporated in this joint proxy statement/prospectus by reference. See the sections entitled "Unaudited Pro Forma Condensed Combined Financial Statements" and "Where You Can Find More Information" beginning on page 173 and page 198, respectively, of this joint proxy statement/prospectus for additional information.

(in millions, except per share amounts)
  Year Ended
September 30, 2016
 

Pro Forma Statement of Income Data:

       

Total sales

  $ 8,119  

Income from continuing operations

    797  

Income from continuing operations per common share:

       

Basic

  $ 4.93  

Diluted

    4.88  

Weighted average common shares outstanding:

       

Basic

    161.5  

Diluted

    163.3  

 

(in millions)
  As of
September 30, 2016
 

Pro Forma Balance Sheet Data:

       

Cash and cash equivalents

  $ 626  

Total assets

    18,084  

Long-term debt, net

    7,082  

Total equity

    4,858  

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table summarizes unaudited per share data (i) for Rockwell Collins and B/E Aerospace on a historical basis, (ii) for Rockwell Collins on a pro forma combined basis giving effect to the merger and (iii) on a pro forma combined equivalent basis calculated by multiplying the pro forma combined data by an exchange ratio of 0.3101, which is calculated as if the Rockwell Collins stock price were equal to the Rockwell Collins' closing stock price on January 26, 2017, the most recent practicable date for which such information was available. The actual exchange ratio will be adjusted to reflect changes in the price of Rockwell Collins common stock prior to the closing of the merger as described in the section entitled "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128 this joint proxy statement/prospectus. These computations exclude the $34.10 per share cash portion of the merger consideration.

        The unaudited pro forma per share information reflects the merger and related transactions as if they had occurred on October 1, 2015 in the case of income from continuing operations per share, and as if they had occurred on September 30, 2016 in the case of book value per share. The information in the table is based on, and should be read together with, the historical financial information of Rockwell Collins and B/E Aerospace which is incorporated by reference in this joint proxy statement/prospectus and the financial information contained under "Unaudited Pro Forma Condensed Combined Financial Statements," "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of Rockwell Collins" and "Selected Historical Financial Data—Selected Historical Consolidated Financial Data of B/E Aerospace" beginning on page 173, page 35, and page 37, respectively. See the section entitled "Where You Can Find More Information" beginning on page 198 of this joint proxy statement/prospectus.

        The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the proposed merger had been completed as of the dates indicated or will be realized upon the completion of the proposed merger. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values are obtained, which changes could be materially different than the initial estimates.

        Both Rockwell Collins and B/E Aerospace declared and paid dividends during the periods presented. For more information on dividends of Rockwell Collins and B/E Aerospace, see the section

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entitled "Comparative Per Share Market Price and Dividend Information" beginning on page 42 of this joint proxy statement/prospectus.

 
  Historical
Rockwell
Collins
  Historical
B/E Aerospace
  Pro Forma
Combined
  Equivalent
Basis
Pro Forma
Combined
 

Income from continuing operations per basic common share attributable to common shareholders

                         

Twelve months ended September 30, 2016

  $ 5.57   $ 3.31   $ 4.93   $ 1.53  

Income from continuing operations per diluted common share attributable to common shareholders

   
 
   
 
   
 
   
 
 

Twelve months ended September 30, 2016

  $ 5.50   $ 3.28   $ 4.88   $ 1.51  

Cash dividends per share

   
 
   
 
   
 
   
 
 

Twelve months ended September 30, 2016

  $ 1.32   $ 0.82     N/A (1)   N/A (1)

Book value per share

   
 
   
 
   
 
   
 
 

As of September 30, 2016

  $ 15.96   $ 1.88   $ 30.09   $ 9.33  

(1)
Pro forma combined dividends per share is not presented, as the dividend per share for Rockwell Collins will be determined by the Rockwell Collins Board following completion of the merger.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Rockwell Collins Market Price and Dividend Information

        Rockwell Collins common stock is listed on the NYSE under the symbol "COL." The following table sets forth the high and low prices per share for Rockwell Collins common stock and cash dividends declared for the periods indicated, each rounded to the nearest whole cent. Rockwell Collins' fiscal year ends on the Friday closest to September 30.

 
  High
($)
  Low
($)
  Dividend
($)
 

Fiscal Year 2017:

                   

First Quarter

    96.55     78.54     0.33  

Fiscal Year 2016:

                   

First Quarter

    93.89     78.15     0.33  

Second Quarter

    95.11     82.26     0.33  

Third Quarter

    93.20     76.03     0.33  

Fourth Quarter

    94.98     81.04     0.33  

Fiscal Year 2015:

                   

First Quarter

    81.90     71.89     0.30  

Second Quarter

    86.60     72.35     0.30  

Third Quarter

    97.49     83.00     0.30  

Fourth Quarter

    99.37     92.22     0.33  

        Following the completion of the merger, the declaration of dividends will be at the discretion of Rockwell Collins Board and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of Rockwell Collins, government regulations and other factors deemed relevant by Rockwell Collins Board.

B/E Aerospace Market Price and Dividend Information

        B/E Aerospace common stock is listed on the NASDAQ under the symbol "BEAV." The following table sets forth the high and low prices per share for B/E Aerospace common stock (2014 adjusted to reflect the KLX spin-off) and cash dividends declared for the periods indicated, each rounded to the nearest whole cent. B/E Aerospace's fiscal year ends on December 31.

 
  High
($)
  Low
($)
  Dividend
($)
 

Fiscal Year 2016:

                   

First Quarter

    48.03     36.38     0.21  

Second Quarter

    50.89     42.57     0.21  

Third Quarter

    52.87     44.29     0.21  

Fourth Quarter

    60.45     49.46     0.21  

Fiscal Year 2015:

                   

First Quarter

    64.58     55.13     0.19  

Second Quarter

    64.38     54.34     0.19  

Third Quarter

    55.85     42.65     0.19  

Fourth Quarter

    49.41     40.39     0.19  

        The payment of future dividends is at the discretion of the B/E Aerospace Board. Under the merger agreement, B/E Aerospace may only continue to pay its regular quarterly cash dividends of $0.21 per share consistent with past practice.

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Comparison of Rockwell Collins and B/E Aerospace Market Prices and Implied Value of Merger Consideration

        The following table sets forth the closing sale price per share of Rockwell Collins common stock and B/E Aerospace common stock as reported on the NYSE and the NASDAQ, respectively, as of October 21, 2016, the last trading day prior to the public announcement of the merger and on January 26, 2017, the last practicable trading day before the filing of this joint proxy statement/prospectus with the SEC. The table also shows the estimated implied value of the per share consideration proposed for each share of B/E Aerospace common stock as of the same two days. This implied value was calculated by multiplying the closing prices of shares of Rockwell Collins common stock on those dates by the exchange ratio of 0.3101 (based on the closing price of Rockwell Collins' common stock as of the close of business on January 26, 2017, the most recent practicable date for which such information was available) and adding the cash portion of the merger consideration of $34.10 per share, without interest. The market prices of Rockwell Collins common stock and B/E Aerospace common stock will fluctuate before the special meetings and before the merger is completed. The exchange ratio may be adjusted to reflect changes in the Rockwell Collins stock price prior to the closing of the merger, and the number of shares of Rockwell Collins common stock to be issued as part of the stock consideration (and, in turn, the value of the merger consideration to be received in exchange for each share of B/E Aerospace common stock) may fluctuate with the market value of Rockwell Collins common stock until the last trading day before the merger is complete.

 
  Rockwell Collins
Common Stock
  B/E Aerospace
Common Stock
  Implied Per Share Value
of Merger Consideration
 

October 21, 2016

  $ 84.46   $ 50.61   $ 62.00  

January 26, 2017

  $ 91.26   $ 61.72   $ 62.40  

        The market prices of Rockwell Collins common stock and B/E Aerospace common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Rockwell Collins and B/E Aerospace special meetings and the date the merger is completed and thereafter. No assurance can be given concerning the market prices of Rockwell Collins common stock or B/E Aerospace common stock before completion of the merger or Rockwell Collins common stock after completion of the merger. The exchange ratio may be adjusted to reflect changes in the price of the Rockwell Collins common stock prior to the closing of the merger, and the number of shares of Rockwell Collins common stock to be issued as part of the stock consideration (and, in turn, the value of the merger consideration to be received in exchange for each share of B/E Aerospace common stock) when received by B/E Aerospace stockholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, stockholders are advised to obtain current market quotations for Rockwell Collins common stock and B/E Aerospace common stock in deciding whether to vote for adoption of the merger agreement or the issuance of shares of Rockwell Collins common stock, as applicable.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This communication contains "forward-looking" statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of B/E Aerospace by Rockwell Collins. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined company following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "project," "predict," "continue," "target" or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among other things:

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        Any forward-looking statements speak only as of the date of this communication. Neither Rockwell Collins nor B/E Aerospace undertakes any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including, among other things, the matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements" beginning on page 44, you should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement, in the case of B/E Aerospace stockholders, or for the proposal to approve the issuance of the shares of Rockwell Collins common stock forming part of the merger consideration, in the case of Rockwell Collins stockholders. In addition, you should read and consider the risks associated with each of the businesses of B/E Aerospace and Rockwell Collins because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in the Rockwell Collins annual report on Form 10-K for the fiscal year ended September 30, 2016 and the B/E Aerospace annual report on Form 10-K for the fiscal year ended December 31, 2015, as such risks may be updated or supplemented in each company's subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this document. See the section entitled "Where You Can Find More Information" beginning on page 198.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger could have material adverse effects on Rockwell Collins and B/E Aerospace.

        The completion of the merger is subject to a number of conditions, including, among other things, receipt of the Rockwell Collins Stockholder Approval, receipt of the B/E Aerospace Stockholder Approval and receipt of certain other regulatory approvals, which make the completion and timing of the completion of the merger uncertain. See the section entitled "The Merger Agreement—Conditions to the Merger," beginning on page 148, for a more detailed discussion. Also, either Rockwell Collins or B/E Aerospace may terminate the merger agreement if the merger has not been consummated by 5:00 p.m. (New York time) on October 21, 2017, except that this right to terminate the merger agreement will not be available to any party whose failure to perform or comply with any of its obligations under the merger agreement has been the principal cause of or resulted in the failure of the closing of the merger to have occurred on or before that date.

        If the merger is not completed, Rockwell Collins' and B/E Aerospace's respective ongoing businesses may be materially adversely affected and, without realizing any of the benefits of having completed the merger, Rockwell Collins and B/E Aerospace will be subject to a number of risks, including the following:

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        In addition, if the merger is not completed, Rockwell Collins or B/E Aerospace could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Rockwell Collins or B/E Aerospace to perform their respective obligations under the merger agreement. The materialization of any of these risks could materially and adversely impact Rockwell Collins and B/E Aerospace's respective ongoing businesses.

        Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

The merger agreement contains provisions that limit each party's ability to pursue alternatives to the merger, could discourage a potential competing acquiror of either Rockwell Collins or B/E Aerospace from making a favorable alternative transaction proposal and, in specified circumstances, could require either party to pay substantial termination fees to the other party.

        The merger agreement contains certain provisions that restrict each of Rockwell Collins' and B/E Aerospace's ability to, among other things, initiate, seek, solicit, knowingly encourage, knowingly induce or take any other action reasonably expected to lead to, or engage in negotiations or discussions relating to, or approve or recommend, any third-party acquisition proposal. Further, even if the Rockwell Collins Board withdraws or qualifies its recommendation with respect to the issuance of Rockwell Collins common stock forming part of the merger consideration or if the B/E Aerospace Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, in each case as permitted by the merger agreement, unless the merger agreement has also been terminated in accordance with its terms, Rockwell Collins or B/E Aerospace, as the case may be, will still be required to submit each of the Share Issuance proposal and the Merger proposal, as applicable, to a vote at their special meeting of stockholders. In addition, following receipt by Rockwell Collins or B/E Aerospace, as the case may be, of any third-party acquisition proposal that constitutes a "superior proposal," the other party will have an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement before the board of directors of the receiving party may withdraw or qualify its recommendation with respect to the Share Issuance proposal or the Merger proposal, as applicable, in favor of such superior proposal, as described further under "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 141.

        In some circumstances, upon termination of the merger agreement, Rockwell Collins could be required to pay a termination fee of $300 million to B/E Aerospace and B/E Aerospace could be required to pay a termination fee of $200 million to Rockwell Collins. For further discussion, see the section entitled "The Merger Agreement—Termination;—Effect of Termination;—Termination Fees and Expense Reimbursements" beginning on page 152.

        These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Rockwell Collins or B/E Aerospace or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, a termination fee, if applicable, may be substantial, and could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the Rockwell Collins stockholders or B/E Aerospace stockholders than it might otherwise have proposed to pay absent such a fee.

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        If the merger agreement is terminated and either Rockwell Collins or B/E Aerospace determines to seek another business combination, Rockwell Collins or B/E Aerospace, as applicable, may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

The merger is subject to the expiration or termination of applicable waiting periods and the receipt of approvals, consents or clearances from regulatory authorities that may impose conditions that could have an adverse effect on B/E Aerospace, Rockwell Collins or the combined company or, if not obtained, could prevent completion of the merger.

        Before the merger may be completed, any applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the merger must have expired or been terminated, and any authorization or consent from a governmental authority required to be obtained with respect to the merger in certain other applicable foreign antitrust laws must have been obtained. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the merger on competition within their relevant jurisdiction. The terms and conditions of the authorizations and consents that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business. Under the merger agreement, Rockwell Collins and B/E Aerospace have agreed to use their reasonable best efforts to obtain such authorizations and consents and therefore may be required to comply with conditions or limitations imposed by governmental authorities, except that Rockwell Collins will not be required to agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair its ability to own or operate any of its or B/E Aerospace's assets or properties if such action would require the divestiture or holding separate of any assets of Rockwell Collins or B/E Aerospace or any of their subsidiaries representing more than $175 million of annual revenue generated in the 2015 calendar year.

        In addition, regulators may impose conditions, terms, obligations or restrictions in connection with their authorization of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit the revenues of the combined company following the completion of the merger or may hinder the anticipated benefits of the merger. There can be no assurance that regulators will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Approvals Required for the Merger" beginning on page 116.

The value of the stock portion of the merger consideration is subject to changes based on fluctuations in the value of Rockwell Collins common stock, and B/E Aerospace stockholders may receive stock consideration with a value that, at the time received, is less than $27.90 per share of B/E Aerospace common stock.

        The market value of Rockwell Collins common stock will fluctuate during the period before the date of the Rockwell Collins and B/E Aerospace special meetings, during the 20 trading day period that the exchange ratio will be based upon, and the time between the last day of the 20 trading day period and the time B/E Aerospace stockholders receive merger consideration in the form of Rockwell Collins common stock, as well as thereafter.

        Upon completion of the merger, each issued and outstanding share of B/E Aerospace common stock will be converted into the right to receive the merger consideration, which is equal to $34.10 in cash, without interest, and a fraction of a share of Rockwell Collins common stock having a value equal to $27.90, subject to adjustment based upon a two-way collar mechanism as described below. If the Rockwell Collins stock price is greater than or equal to $77.41 and less than or equal to $89.97, the exchange ratio will be equal to the quotient of (i) $27.90 divided by (ii) the Rockwell Collins stock

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price, which, in each case, will result in the stock consideration having a value equal to $27.90. If Rockwell Collins stock price is greater than $89.97, the exchange ratio will be fixed at 0.3101 and the value of the stock consideration will be more than $27.90, and if the Rockwell Collins stock price is less than $77.41, the exchange ratio will be fixed at 0.3604 and the value of the stock consideration will be less than $27.90. Accordingly, the actual number of shares and the value of Rockwell Collins common stock delivered to B/E Aerospace stockholders will depend on the Rockwell Collins stock price, and the value of the shares of Rockwell Collins common stock delivered for each such share of B/E Aerospace common stock may be greater than, less than or equal to $27.90.

        It is impossible to accurately predict the market price of Rockwell Collins common stock at the effective time or during the period over which the Rockwell Collins stock price is calculated and therefore impossible to accurately predict the number or value of the shares of Rockwell Collins common stock that B/E Aerospace stockholders will receive in the merger. You should obtain current market quotations for shares of Rockwell Collins common stock.

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party's business and operations.

        In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Rockwell Collins or B/E Aerospace has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Rockwell Collins or B/E Aerospace, as the case may be, as a result of the merger, which could negatively affect Rockwell Collins' or B/E Aerospace's respective revenues, earnings and cash flows, as well as the market price of Rockwell Collins common stock or B/E Aerospace common stock, regardless of whether the merger is completed.

        Under the terms of the merger agreement, B/E Aerospace is subject to certain restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect B/E Aerospace's business and operations prior to the completion of the merger.

        Under the terms of the merger agreement, Rockwell Collins is subject to a more limited set of restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, pay dividends and issue shares of Rockwell Collins common stock. Such limitations could adversely affect Rockwell Collins' business and operations prior to the completion of the merger.

        Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees which could adversely affect the future business and operations of the combined company.

        Rockwell Collins and B/E Aerospace are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company's success after the completion of the merger will depend in part upon the ability of Rockwell Collins and B/E Aerospace to retain certain key management personnel and employees. Prior to completion of the merger, current and prospective employees of Rockwell Collins and B/E Aerospace may experience uncertainty about their roles within the combined company following the completion of the merger, which may have an adverse effect on the ability of each of Rockwell Collins and B/E Aerospace to attract or retain key management and other key personnel. In addition, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key

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employees of Rockwell Collins and B/E Aerospace to the same extent that Rockwell Collins and B/E Aerospace have previously been able to attract or retain their own employees.

Litigation filed against Rockwell Collins, B/E Aerospace, Merger Sub and the members of the B/E Aerospace Board could prevent or delay the consummation of the merger or result in the payment of damages following completion of the merger.

        In connection with the merger, three putative class action lawsuits were filed by three different purported B/E Aerospace stockholders. Two of the lawsuits assert claims against B/E Aerospace and the members of the B/E Aerospace Board; the other lawsuit asserts claims against B/E Aerospace, the members of the B/E Aerospace Board, Rockwell Collins and Merger Sub. The lawsuits seek to enjoin the merger, recover damages and other relief. For a more detailed description of litigation in connection with the merger, see "The Merger—Litigation Relating to the Merger."

        The outcome of these lawsuits is uncertain. One of the conditions to the closing of the merger is that no governmental authority has issued or entered any order after the date of the merger agreement having the effect of enjoining or otherwise prohibiting the consummation of the merger or the other transactions contemplated by the merger agreement, and these lawsuits seek an order enjoining consummation of the merger. If the cases are not resolved, these lawsuits could prevent or delay completion of the merger and result in substantial costs to Rockwell Collins and B/E Aerospace, including, but not limited to, costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Rockwell Collins' and B/E Aerospace's business, financial condition, results of operations and cash flows.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the combined company following completion of the merger.

        The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company's actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information is subject to a number of assumptions, and does not take into account any synergies related to the proposed transaction. Further, the combined company's actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial data that is included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared with the expectation, as of the date of this joint proxy statement/prospectus, that Rockwell Collins will be identified as the acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of the party that is determined to be the acquiree under GAAP as of the date of the completion of the merger. In addition, subsequent to the closing date, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the pro forma condensed combined financial information reflected in this document. For further discussion, see "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 173.

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Completion of the merger will trigger change in control or other provisions in certain agreements to which B/E Aerospace is a party, which may have an adverse impact on the combined company's business and results of operations.

        The completion of the merger will trigger change in control and other provisions in certain agreements to which B/E Aerospace is a party. If Rockwell Collins and B/E Aerospace are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Rockwell Collins and B/E Aerospace are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to B/E Aerospace or the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company's business and results of operations.

The Rockwell Collins common stock to be received by B/E Aerospace stockholders upon completion of the merger will have different rights from shares of B/E Aerospace common stock.

        Upon completion of the merger, B/E Aerospace stockholders will no longer be stockholders of B/E Aerospace but will instead become stockholders of Rockwell Collins and their rights as Rockwell Collins stockholders will be governed by the terms of Rockwell Collins' certificate of incorporation and by-laws. The terms of Rockwell Collins' certificate of incorporation and by-laws are in some respects materially different than the terms of B/E Aerospace's certificate of incorporation and by-laws, which currently govern the rights of B/E Aerospace stockholders.

        For a more complete description of the different rights associated with shares of B/E Aerospace common stock and shares of Rockwell Collins common stock, see "Comparison of Rights of Stockholders of Rockwell Collins and B/E Aerospace" beginning on page 187.

The merger could result in significant liability to Rockwell Collins and B/E Aerospace if the merger causes the KLX spin-off to fail to qualify for the KLX spin-off tax treatment.

        At the time of the KLX spin-off, B/E Aerospace received an opinion of Shearman & Sterling to the effect that, subject to the limitations and assumptions set forth therein, the KLX spin-off that occurred in December 2014 will qualify for the KLX spin-off tax treatment, which generally means a transaction tax-free to B/E Aerospace and its stockholders under the U.S. federal income tax rules for spin-offs in Section 355 of the Code and related provisions. If, however, the KLX spin-off were to fail to qualify for the KLX spin-off tax treatment, B/E Aerospace would be subject to tax on substantial gain as if B/E Aerospace had sold the KLX common stock in a taxable sale for its fair market value at the time of the KLX spin-off. In addition, if the KLX spin-off failed to qualify for tax-free treatment, each B/E Aerospace stockholder at the time of the KLX spin-off would be treated as if it had received a distribution from B/E Aerospace in an amount equal to the fair market value of the KLX common stock that they received; this distribution generally would be taxed as a dividend to the extent of the stockholder's pro rata share of B/E Aerospace's current and accumulated earnings and profits at the time of the KLX spin-off and then treated as a non-taxable return of capital to the extent of the stockholder's basis in the B/E Aerospace common stock and finally as capital gain from the sale or exchange of B/E Aerospace common stock.

        Under current U.S. federal income tax law, the KLX spin-off would fail to qualify for the KLX spin-off tax treatment if the KLX spin-off was determined to have been used by B/E Aerospace principally as a device for the distribution of earnings and profits by, for example, facilitating a taxable sale of the stock of B/E Aerospace or KLX through a planned or intended change-in-control transaction identified prior to the KLX spin-off rather than principally to achieve one or more valid corporate business purposes. Furthermore, even if the KLX spin-off were otherwise to qualify for tax-free treatment under Section 355 and related provisions of the Code, it would be taxable to B/E

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Aerospace (but not to B/E Aerospace's stockholders) under Section 355(e) of the Code, if the KLX spin-off was determined to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest in B/E Aerospace or KLX.

        If it is determined that the KLX spin-off fails to qualify for the KLX spin-off tax treatment as a result of the merger (for example, if the merger is viewed as part of a plan or series of related transactions that includes the KLX spin-off or the KLX spin-off is found to have been used principally as a device for the distribution of earnings and profits), or because of the failure of the KLX spin-off to initially qualify for the KLX spin-off tax treatment, B/E Aerospace could incur significant tax liabilities. Because B/E Aerospace will be a wholly owned subsidiary of Rockwell Collins following the consummation of the merger, any such tax liabilities of B/E Aerospace could also adversely affect Rockwell Collins. If the KLX spin-off fails to qualify for the KLX spin-off tax treatment, this may also result in adverse tax consequences to stockholders of B/E Aerospace at the time of the KLX spin-off because they would be taxed on the distribution of KLX stock as described above.

        In connection with the signing of the merger agreement, Rockwell Collins and B/E Aerospace each received an opinion from their respective counsel, Skadden, Arps, Slate, Meagher & Flom LLP, which is referred to as Skadden, and Shearman & Sterling to the effect that the merger will not cause the KLX spin-off to fail to qualify for the KLX spin-off tax treatment. The merger is conditioned upon receipt by Rockwell Collins and B/E Aerospace of tax opinions to the same effect at the time of the consummation of the merger; provided, however, that if either party's tax counsel indicates it is unwilling or unable to deliver a tax opinion at the time of the consummation of the merger, the tax opinion condition of either Rockwell Collins or B/E Aerospace may be satisfied by such party's receipt of similar tax opinions from both the other party's tax counsel and the additional tax counsel.

        The tax opinions received by Rockwell Collins and B/E Aerospace in connection with the signing of the merger agreement rely on certain representations, assumptions, undertakings and covenants, and the opinions to be delivered at the consummation of the merger will be based on similar representations, assumptions, undertakings and covenants, including representation letters from each of Rockwell Collins and B/E Aerospace. These representations relate to, among other items, confirming the accuracy of the representations and warranties originally made with respect to the KLX spin-off, along with compliance with covenants, the actions taken in pursuit of the corporate business purposes of the KLX spin-off, the interaction of the parties, and business developments since the KLX spin-off. If any of the factual representations in any of the representation letters, or any of the assumptions in the tax opinions is untrue or incomplete, an undertaking or covenant is not complied with or the facts upon which a tax opinion is based are materially different from the facts at the time of the merger, the opinions may not be valid. Moreover, opinions of counsel are not binding on the IRS or the courts. As a result, the conclusions expressed in the tax opinions could be challenged by the IRS, and a court may sustain such a challenge. None of Rockwell Collins, B/E Aerospace or KLX has requested a ruling from the IRS regarding the impact of the merger on the qualification of the KLX spin-off for the KLX spin-off tax treatment.

Risks Relating to the Combined Company after Completion of the Merger

The combined company may be unable to successfully integrate the businesses of Rockwell Collins and B/E Aerospace and realize the anticipated benefits of the merger.

        The success of the merger will depend, in part, on the combined company's ability to successfully combine the businesses of Rockwell Collins and B/E Aerospace, which currently operate as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the combination. If the combined company is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be

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realized fully or at all, or may take longer to realize than expected and the value of the Rockwell Collins common stock may be harmed. Additionally, credit rating agencies may take negative credit rating actions against the combined company if the credit metrics and other rating criteria used by the credit rating agencies to rate debt no longer support Rockwell Collins' current credit ratings, which would be negatively impacted due to the additional debt Rockwell Collins expects to incur to finance the transaction.

        The merger will involve the integration of B/E Aerospace's business with Rockwell Collins' existing business, which is a complex, costly and time-consuming process. Rockwell Collins and B/E Aerospace have not previously completed a transaction comparable in size or scope to the proposed merger. The integration of the two companies may result in material challenges, including, without limitation:

        Many of these factors will be outside of the combined company's control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially affect the combined company's financial position, results of operations and cash flows.

        Rockwell Collins and B/E Aerospace are currently permitted to conduct only limited planning for the integration of the two companies following the merger and have not yet determined the exact nature of how the businesses and operations of the two companies will be combined after the merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

Rockwell Collins stockholders and B/E Aerospace stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the policies of the combined company than they now have on the policies of Rockwell Collins and B/E Aerospace, respectively.

        Rockwell Collins stockholders presently have the right to vote in the election of the Rockwell Collins Board and on other matters affecting Rockwell Collins. B/E Aerospace stockholders presently have the right to vote in the election of the B/E Aerospace Board and on other matters affecting B/E Aerospace. Immediately after the merger is completed, it is expected that current Rockwell Collins stockholders will own approximately 80.8% of the combined company's common stock outstanding and current B/E Aerospace stockholders will own approximately 19.2% of the combined company's common stock outstanding.

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        As a result, current Rockwell Collins stockholders and current B/E Aerospace stockholders will have less influence on the policies of the combined company than they now have on the policies of Rockwell Collins and B/E Aerospace, respectively.

The future results of the combined company may be adversely impacted if the combined company does not effectively manage its expanded operations following the completion of the merger.

        Following the completion of the merger, the size of the combined company's business will be significantly larger than the current size of either Rockwell Collins' or B/E Aerospace's respective businesses. The combined company's ability to successfully manage this expanded business will depend, in part, upon management's ability to design and implement strategic initiatives that address not only the integration of two discrete companies, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

The combined company is expected to incur substantial expenses related to the completion of the merger and the integration of Rockwell Collins and B/E Aerospace.

        There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, payroll, pricing, revenue recognition, marketing, employee benefits, legal and compliance, strategic and financial planning, information technology and treasury. In addition, the businesses of Rockwell Collins and B/E Aerospace will continue to maintain a presence in Cedar Rapids, Iowa and Wellington, Florida, respectively. The substantial majority of these costs will be non-recurring expenses related to the merger (including financing of the merger and the refinancing of certain indebtedness), facilities and systems consolidation costs. The combined company may incur additional costs to maintain employee morale and to retain key employees. Rockwell Collins and B/E Aerospace will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. Additionally, as a result of the merger, rating agencies may take negative actions with regard to the combined company's credit ratings, which may increase the combined company's costs in connection with the financing of the merger and its future cost of capital. These incremental transaction and merger-related costs may exceed the savings the combined company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs.

The combined company will be significantly more leveraged than Rockwell Collins is currently.

        In connection with the merger, the combined company intends to seek approximately $5.9 billion in additional indebtedness. The combined company will have consolidated indebtedness of approximately $8.0 billion, which is greater than the current indebtedness of Rockwell Collins prior to the merger. The increased indebtedness and higher debt-to-total capitalization ratio of the combined company in comparison to that of Rockwell Collins on a historical basis may have the effect, among other things, of reducing the flexibility of Rockwell Collins to respond to changing business and economic conditions, requiring the combined company to use substantial amounts of cash flow to acquire indebtedness, increasing borrowing costs and placing the combined company in a disadvantage compared to its competitors with less leverage.

        For a more complete description of the financial impact of the combined company's indebtedness, see "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 173.

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The financing arrangements that Rockwell Collins has entered into in connection with the merger contain restrictions and limitations that could, under certain circumstances, significantly impact its ability to operate its business.

        Rockwell Collins intends to incur significant new indebtedness in connection with the merger. The agreements governing the indebtedness that it will incur in connection with the merger contain covenants that, among other things, may, under certain circumstances, place limitations on the dollar amounts paid or other actions relating to:

        Such agreements also require the combined company to maintain a debt-to-capitalization ratio, which may further limit the combined company's discretion in the operation of its business following the merger. Such agreements also contain additional restrictive covenants. Various risks, uncertainties and events beyond the combined company's control could affect its ability to comply with the covenants contained in its debt agreements. Failure to comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the debt under these agreements. Under these circumstances, Rockwell Collins might not have sufficient funds or other resources to satisfy all of its obligations. In addition, the limitations imposed by financing agreements on the combined company's ability to incur additional debt and to take other actions might significantly impair its ability to obtain other financing.

The market price of the combined company's common stock may be affected by factors different from those affecting the price of Rockwell Collins or B/E Aerospace common stock.

        Upon completion of the merger, holders of Rockwell Collins common stock and B/E Aerospace common stock will be holders of common stock of Rockwell Collins. As the businesses of Rockwell Collins and B/E Aerospace are different, the results of operations as well as the price of the combined company's common stock may in the future be affected by factors different from those factors affecting Rockwell Collins and B/E Aerospace as independent stand-alone companies. The combined company will face additional risks and uncertainties that Rockwell Collins or B/E Aerospace may currently not be exposed to as independent companies.

The market price of Rockwell Collins' common stock may decline as a result of the merger.

        The market price of Rockwell Collins common stock may decline as a result of the merger if, among other things, the combined company is unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of Rockwell Collins' and B/E Aerospace's businesses are not realized, or if the transaction costs related to the merger are greater than expected, or if the financing related to the transaction is on unfavorable terms. The market price also may decline if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on the combined company's financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

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Other Risk Factors of Rockwell Collins and B/E Aerospace

        Rockwell Collins' and B/E Aerospace's businesses are and will be subject to the risks described above. In addition, Rockwell Collins and B/E Aerospace are, and will continue to be, subject to the risks described in the Rockwell Collins annual report on Form 10-K for the fiscal year ended September 30, 2016 and the B/E Aerospace annual report on Form 10-K for the fiscal year ended December 31, 2015, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 198 for the location of information incorporated by reference into this joint proxy statement/prospectus.

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THE MERGER

        The following is a discussion of the transaction and the material terms of the merger agreement between Rockwell Collins and B/E Aerospace. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein.

Background of the Merger

        As part of B/E Aerospace's ongoing strategic planning process, members of the B/E Aerospace Board and members of B/E Aerospace senior management periodically review and assess B/E Aerospace's operations, financial performance and competitive position, as well as industry trends and potential strategic initiatives. In addition, members of B/E Aerospace senior management meet with members of the B/E Aerospace Board in the ordinary course of business to discuss strategic alternatives in order to enhance stockholder value, including, among other things, business combinations, acquisitions, divestitures, dividends and share repurchases. In connection with these reviews and assessments, from time to time, the B/E Aerospace Board and members of B/E Aerospace senior management enlist the assistance of financial advisors and outside legal advisors.

        As part of Rockwell Collins' ongoing strategic planning process, members of the Rockwell Collins Board and members of Rockwell Collins senior management periodically review and assess Rockwell Collins' operations, financial performance and competitive position, as well as industry trends and potential strategic initiatives to accelerate growth. As part of this process, Rockwell Collins considered a number of alternatives to expand and strengthen its business. Given Rockwell Collins' strong position in the products and services that it currently serves, Rockwell Collins determined to focus its consideration of possible growth opportunities on businesses that were adjacent to Rockwell Collins current products and services. Rockwell Collins evaluated the possibility of expanding channels or capabilities, but determined that adding products and services that would build on Rockwell Collins' existing strong customer relationships would be a more efficient and lower risk path.

        Accordingly, in early 2015, Rockwell Collins undertook an initiative to assess the desirability of expanding the industry segments addressed by Rockwell Collins. This initiative involved a strategic assessment of Rockwell Collins' capabilities and customer relationships. Starting with approximately 80 companies that fit a general set of criteria, potential targets were analyzed against these criteria. In considering potential acquisition targets, Rockwell Collins considered a number of factors and qualities with respect to potential acquisition targets, including the technical differentiation of their respective products and services, the similarity of regulatory regimes in which they operated, their leadership position in the segments that they served, their customer relationships and reputation and their full product life cycle capability. At Rockwell Collins' board meeting in June 2015, a short list of potential targets, which included B/E Aerospace, was presented. In subsequent board meetings in November 2015, April 2016 and June 2016, the candidates were evaluated against changing market conditions and assessed fit. The short list of targets evaluated by the Rockwell Collins Board at these meetings varied from 2 to 4 companies. Changes in the composition of the list were made based on Rockwell Collins' ongoing valuation analysis and consideration of market conditions, as well as Rockwell Collins' assessment of the potential target's receptivity to a potential sale transaction. B/E Aerospace remained an acquisition candidate of interest throughout this time.

        The following chronology sets forth a summary of the material events leading up to the execution of the merger agreement.

        In January 2016, a representative of a company, referred to as Party A, contacted Mr. Amin J. Khoury, Executive Chairman of B/E Aerospace, seeking to arrange a meeting. In the ordinary course of business, B/E Aerospace senior management met with Party A from time to time to discuss, generally, the ongoing business relationship between the parties. In advance of this particular meeting,

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representatives of Party A requested to include a member of its business development team at such meeting, to which B/E Aerospace senior management agreed. In mid-February 2016, Mr. Khoury met with representatives of Party A. During this meeting, the parties discussed, among other things, their businesses, their business relationship and general market trends. Party A did not make any specific inquiries with respect to a potential transaction involving B/E Aerospace at or following such meeting.

        In February 2016, based on Citigroup's prior financial advisory work for Rockwell Collins, representatives of Rockwell Collins contacted representatives of Citigroup to inquire about exploring a potential transaction in the aircraft interiors industry. Following that initial discussion on February 8, Rockwell Collins contacted representatives of Citigroup and expressed preliminary interest in exploring a potential transaction with B/E Aerospace.

        In late February 2016, Mr. Jeffrey MacLauchlan, Senior Vice President of Corporate Development of Rockwell Collins, contacted Mr. Joseph Lower, Chief Financial Officer of B/E Aerospace, to arrange a meeting. On February 29, 2016, Messrs. MacLauchlan and Lower met to discuss market conditions and industry trends. In addition, Mr. MacLauchlan discussed the complementary nature of Rockwell Collins' and B/E Aerospace's respective businesses. At the conclusion of the meeting, Messrs. MacLauchlan and Lower agreed to stay in touch and to potentially continue their conversation at a future date. Following the meeting, Mr. Lower informed other members of B/E Aerospace senior management about the meeting.

        In April 2016, a company, which, together with its parent company is referred to as Party B, called Mr. Khoury to arrange a meeting that would include, among others, a senior executive of Party B. Mr. Khoury notified the B/E Aerospace Board of such request. On May 11, 2016, representatives of B/E Aerospace senior management met with representatives of Party B to explore potential strategic alternatives, including an investment in B/E Aerospace by Party B or a combination of B/E Aerospace and Party B. Shortly thereafter, Party B informed B/E Aerospace senior management that it was not prepared to make an investment in, or further explore a strategic transaction with, B/E Aerospace.

        Between February and June 2016, Rockwell Collins senior management continued to evaluate potential targets and their relative merits. Rockwell Collins senior management provided a status report of this process to the Rockwell Collins Board at its April 2016 meeting. At the June 2016 meeting of the Rockwell Collins Board, Rockwell Collins senior management provided a further update on its evaluation and recommended to the Rockwell Collins Board that Rockwell Collins engage more formally with B/E Aerospace to consider the potential for a transaction.

        On or about June 27, 2016, Mr. Kelly Ortberg, Chairman, President and Chief Executive Officer of Rockwell Collins, contacted Mr. Khoury telephonically. Mr. Khoury and Mr. Ortberg discussed the complementary nature of Rockwell Collins' and B/E Aerospace's respective businesses, as well as the prospect of a potential transaction involving the two companies. At the conclusion of the conversation, Mr. Ortberg advised that Mr. MacLauchlan would contact Mr. Lower to schedule a face-to-face meeting to continue the discussions.

        On July 7, 2016, B/E Aerospace and Rockwell Collins executed a mutual non-disclosure agreement. Following execution of the agreement, representatives of senior management of Rockwell Collins and B/E Aerospace scheduled a meeting for July 20, 2016.

        On July 20, 2016, representatives of senior management of B/E Aerospace (Messrs. Khoury and Lower and Mr. Werner Lieberherr, President and Chief Executive Officer of B/E Aerospace) and Rockwell Collins (Messrs. Ortberg and MacLauchlan, and Mr. Patrick Allen, Senior Vice President and Chief Financial Officer of Rockwell Collins) met at B/E Aerospace's headquarters in Wellington, Florida to discuss the prospect of a potential transaction involving the two companies. Each party presented portions of their investor relations materials, which included publicly available information about each company's respective financial and operational results, business and product lines. In addition, B/E Aerospace and Rockwell Collins discussed potential areas of cost and revenue synergies

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that were identified by each party. Rockwell Collins expressed an interest in continuing discussions to further explore the potential combination benefits. The parties agreed that if further discussions were held, advisors could be helpful in refining these estimates and approaches.

        On July 28, 2016, the B/E Aerospace Board met in Boston, Massachusetts in connection with the regularly scheduled annual meeting of stockholders of B/E Aerospace. At this meeting, among other matters, B/E Aerospace senior management provided an overview of the recent interest expressed by Party A, Party B and Rockwell Collins in connection with a potential transaction involving B/E Aerospace. Following conversations amongst the B/E Aerospace Board and B/E Aerospace senior management, the B/E Aerospace Board directed B/E Aerospace senior management to explore potential strategic alternatives with assistance from independent financial advisors.

        Subsequent to the B/E Aerospace Board meeting, the parties agreed to meet to continue discussions and to include financial and legal advisors going forward.

        On August 9, 2016, senior management of B/E Aerospace and Rockwell Collins met in New York to continue preliminary discussions regarding a potential transaction involving the two companies and discussed the expectations for the meeting with advisors to occur the following day.

        On August 10, 2016, representatives of senior management of B/E Aerospace and Rockwell Collins, together with representatives from Shearman & Sterling LLP, which is referred to as Shearman & Sterling, outside counsel to B/E Aerospace, Citigroup, as financial advisor to B/E Aerospace, Goldman Sachs, as financial advisor to B/E Aerospace, Skadden, outside counsel to Rockwell Collins, and J.P. Morgan, as financial advisor to Rockwell Collins, met at the offices of Shearman & Sterling. At the meeting, representatives of senior management of B/E Aerospace and Rockwell Collins discussed their respective businesses. In addition, B/E Aerospace senior management discussed the financial outlook of B/E Aerospace and potential cost and revenue synergies that could be achieved in connection with a potential combination of B/E Aerospace and Rockwell Collins. At the conclusion of the meeting, senior management of B/E Aerospace and Rockwell Collins agreed to perform additional due diligence and financial analyses with their respective representatives, and to meet again following such additional diligence and analyses to further explore the prospects of a potential combination.

        On August 15, 2015, the executive committee of the Rockwell Collins Board met telephonically. At the meeting, Rockwell Collins senior management provided the committee with an update on the potential acquisition of B/E Aerospace, including the meetings between the two parties on August 9 and August 10, 2016.

        On August 16, 2016, the B/E Aerospace Board met telephonically. Present at the meeting were members of B/E Aerospace senior management and representatives from Shearman & Sterling, Citigroup and Goldman Sachs. At the meeting, B/E Aerospace senior management discussed the B/E Aerospace five-year plan that had previously been distributed to the B/E Aerospace Board and answered questions from members of the B/E Aerospace Board regarding the assumptions and inputs of the plan. The five-year plan, which had been prepared in connection with B/E Aerospace senior management's evaluation of a potential transaction with Rockwell Collins, included information related to revenue, earnings before interest and income tax, earnings before interest, tax, depreciation and amortization and free cash flow for the periods set forth therein. B/E Aerospace senior management then provided an update with respect to the ongoing discussions between B/E Aerospace and Rockwell Collins, including a report on the meetings between the two parties on August 9 and August 10, 2016.

        Also at this meeting, representatives of Citigroup and Goldman Sachs discussed certain aspects of the transaction and advised the B/E Aerospace Board that it was expected that any transaction would include consideration consisting of a significant Rockwell Collins stock component. Representatives of Shearman & Sterling discussed with the B/E Aerospace Board, among other things, its fiduciary duties under Delaware law in the context of a transaction process.

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        Following these discussions, representatives of Citigroup and Goldman Sachs were then excused from the meeting to allow the B/E Aerospace Board to discuss formally engaging both Citigroup and Goldman Sachs as joint financial advisors. Representatives from each of Citigroup and Goldman Sachs were then asked to return to the meeting at separate times to answer specific questions about their respective relationships with Rockwell Collins.

        At the conclusion of the meeting, the B/E Aerospace Board authorized B/E Aerospace senior management to proceed with negotiations with Rockwell Collins and to provide the B/E Aerospace five-year plan to Rockwell Collins in order to facilitate further discussions. In addition, the B/E Aerospace Board authorized B/E Aerospace senior management to formally retain both Citigroup and Goldman Sachs as joint financial advisors in connection with the consideration and review of strategic alternatives by the B/E Aerospace Board. On September 6, 2016, Citigroup and Goldman Sachs each executed engagement letters with B/E Aerospace to provide financial advisory services to B/E Aerospace in connection with the consideration and review of strategic alternatives by the B/E Aerospace Board.

        On August 22, 2016, representatives of senior management of B/E Aerospace and Rockwell Collins met to further discuss the prospect of a potential transaction. The parties also discussed their respective business plans, including each company's five-year plan, and presented certain legal, financial and operational information to each other.

        On September 2, 2016, the corporate strategy and finance committee and the executive committee of the Rockwell Collins Board met telephonically in a joint meeting. Present at the meeting were members of Rockwell Collins senior management and representatives from Skadden and J.P. Morgan. At the meeting, Rockwell Collins senior management provided an update with respect to the potential acquisition of B/E Aerospace, including a review of the process followed by Rockwell Collins senior management to identify suitable acquisition candidates and a review of B/E Aerospace's financial and market profile, the impact of the potential acquisition on the companies' combined business portfolio and potential cost synergies. Representatives of J.P. Morgan discussed J.P. Morgan's preliminary financial analysis perspectives with respect to the potential transaction. Rockwell Collins senior management then reviewed with the committees, and obtained their concurrence on, the terms of a proposed preliminary, non-binding indication of interest for the potential transaction.

        Later on September 2, 2016, Rockwell Collins delivered a preliminary, non-binding indication of interest to B/E Aerospace, pursuant to which Rockwell Collins proposed to acquire 100% of the common stock of B/E Aerospace for a per share purchase price of between $58 and $60, to be paid 50% in cash and 50% in shares of Rockwell Collins common stock.

        On September 5, 2016, following preliminary discussions with B/E Aerospace senior management, representatives of Citigroup and Goldman Sachs were directed to contact representatives of J.P. Morgan to inform J.P. Morgan that B/E Aerospace senior management believed that the B/E Aerospace Board would likely view Rockwell Collins' proposal as not sufficiently attractive and would likely be unwilling to engage in further discussions based on the valuation included in the proposal.

        On September 7, 2016, the B/E Aerospace Board met at the offices of Shearman & Sterling. Also present at the meeting were members of B/E Aerospace senior management and representatives from Shearman & Sterling, Citigroup and Goldman Sachs. At the meeting, B/E Aerospace senior management updated the B/E Aerospace Board with respect to the performance and outlook of B/E Aerospace, other general market conditions that impact B/E Aerospace's businesses, and other factors viewed as relevant in determining whether B/E Aerospace should further consider the Rockwell Collins proposal or other strategic alternatives. Following that discussion, B/E Aerospace senior management, together with its financial advisors, provided a general summary of the September 2, 2016 non-binding indication of interest, and representatives of Citigroup and Goldman Sachs provided their

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preliminary financial analysis with respect to B/E Aerospace and Rockwell Collins and an overview of preliminary discussions with J.P. Morgan with respect to the proposal.

        The B/E Aerospace Board, together with senior management and its advisors, then engaged in a detailed discussion on how to best facilitate a process that would be in the best interests of B/E Aerospace and its stockholders. The B/E Aerospace Board and B/E Aerospace senior management discussed possible strategic alternatives available to maximize stockholder value, including executing B/E Aerospace's organic business plan, alternative capital structures and capital deployment priorities, potential strategic acquisitions or an alternative business combination. B/E Aerospace senior management and the B/E Aerospace Board then discussed the current environment in the aerospace industry, including the trends in consolidation and competition, and the likely effect of these factors on B/E Aerospace. Following these discussions, the B/E Aerospace Board did not believe that other strategic alternatives would likely be as attractive as a potential transaction with Rockwell Collins (assuming more favorable terms could be negotiated).

        B/E Aerospace senior management then provided an overview of its prior discussions with Party A and Party B regarding a potential transaction involving B/E Aerospace, and noted that neither such discussions resulted in an express or implied indication of interest from Party A or Party B that such companies were prepared to pursue a potential transaction involving B/E Aerospace. The B/E Aerospace Board then asked one of its directors that had a previous relationship with (and from time to time speaks to representatives of) a potential strategic partner, referred to as Party C, to contact Party C to gauge its interest in a potential transaction involving B/E Aerospace. Following the meeting and in response to the inquiry made by a member of the B/E Aerospace Board, Party C advised that it was not interested in pursuing a transaction with B/E Aerospace.

        Representatives of Citigroup and Goldman Sachs then provided an overview of potential transaction partners (other than Rockwell Collins) that may have both a strategic rationale and the financial wherewithal to consummate a transaction with B/E Aerospace. These potential acquirers included companies currently serving the aerospace and defense markets as well as financial buyers. As part of these discussions, the B/E Aerospace Board discussed whether other parties should be contacted in light of Rockwell Collins' proposal and discussed the likelihood that any other parties would be interested in a strategic transaction involving B/E Aerospace on the same or similar terms to the Rockwell Collins proposal. Based upon these discussions, the prior contacts with Party A and Party B (and subject to the result of the inquiry to be made to Party C), and advice from the financial advisors, the B/E Aerospace Board determined that such transaction partners would not likely be able to consummate a transaction with B/E Aerospace that would provide equal or greater value to B/E Aerospace stockholders as compared to a potential transaction with Rockwell Collins (assuming more favorable terms could be negotiated). As such, the B/E Aerospace Board determined not to expand its search for strategic alternatives with other third parties to avoid the risk of losing momentum with what was viewed as the most attractive strategic alternative.

        The B/E Aerospace Board, together with B/E Aerospace senior management and its advisors, then engaged in an extensive discussion regarding a potential transaction with Rockwell Collins. Following these discussions, the B/E Aerospace Board determined that Rockwell Collins' proposal was, as then proposed, not yet sufficiently attractive from a financial point of view, but that further discussion with Rockwell Collins was warranted. The B/E Aerospace Board authorized Citigroup and Goldman Sachs to advise J.P. Morgan that B/E Aerospace found the Rockwell Collins proposal to be not sufficiently attractive and to provide guidance with respect to elements of the proposal that would need to be improved.

        On September 8, 2016, representatives of Citigroup and Goldman Sachs advised representatives of J.P. Morgan of the outcome of the B/E Aerospace Board meeting on September 7, 2016, and the need to improve the economic terms of the proposal by Rockwell Collins in order for B/E Aerospace to further consider a potential combination.

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        On September 14, 2016, the Rockwell Collins Board met in person for a regularly scheduled board meeting at Rockwell Collins' headquarters in Cedar Rapids, Iowa. Present at the meeting were members of Rockwell Collins senior management and representatives from Skadden and J.P. Morgan. At the meeting, representatives of Skadden discussed with the Rockwell Collins Board, among other things, its fiduciary duties under Delaware law in the context of a potential acquisition of B/E Aerospace. Rockwell Collins senior management provided an update with respect to the potential acquisition of B/E Aerospace, including a review of the process followed by management to identify suitable acquisition candidates and a review of B/E Aerospace's financial and market profile, the impact of the potential acquisition on the companies' combined business portfolio and potential cost synergies. Rockwell Collins senior management then presented preliminary valuation perspectives regarding B/E Aerospace and reviewed the terms of the preliminary, non-binding indication of interest submitted to B/E Aerospace on September 2, 2016 and B/E Aerospace's response to such indication of interest. Rockwell Collins senior management then reviewed with the Rockwell Collins Board possible revisions to the terms of its indication of interest. The preliminary valuation perspectives regarding B/E Aerospace presented by Rockwell Collins senior management and the possible revisions to the terms of the September 12, 2016 indication of interest included the merger consideration (including a cash and stock mix) set forth in the merger agreement.

        On September 16, 2016, representatives of J.P. Morgan, at Rockwell Collins' direction, indicated to representatives of Citigroup and Goldman Sachs that Rockwell Collins remained interested in a transaction and was prepared, subject to additional diligence, to negotiate a transaction (i) in a price range of $61 to $62 per share, consisting of 50% cash and 50% shares of Rockwell Collins common stock, subject to a price collar, (ii) with termination fees payable by each company under certain circumstances of $200 million and (iii) whereby one director designated by B/E Aerospace would be appointed to the Rockwell Collins Board.

        Between September 16, 2016 and September 27, 2016, each of B/E Aerospace and Rockwell Collins continued to perform additional due diligence on the other party, including a telephonic due diligence session that was held on September 25, 2016 among B/E Aerospace, Rockwell Collins and their respective financial advisors.

        On September 20, 2016, members of the B/E Aerospace Board met telephonically with representatives of B/E Aerospace senior management, Shearman & Sterling, Citigroup and Goldman Sachs, during which B/E Aerospace senior management, together with its financial advisors, provided an update on negotiations between B/E Aerospace and Rockwell Collins and reviewed the revised terms of the proposed transaction conveyed to Citigroup and Goldman by J.P. Morgan on September 16, 2016.

        On September 21, 2016, the compensation committee of the B/E Aerospace Board, consulted with Gibson, Dunn & Crutcher LLP, which is referred to as Gibson Dunn, regarding the possible engagement of Gibson Dunn as independent legal counsel to assist the compensation committee in its evaluation of certain compensation matters related to a potential transaction. Specifically, as previously disclosed in B/E Aerospace's public filings, since 2013, the B/E Aerospace Board and the compensation committee determined that they would favorably consider the grant of transaction bonuses to the top named executive officers of B/E Aerospace in the event of a change in control transaction, which bonuses would be in addition to amounts payable under the employment agreements with each executive. The final determination of the structure and the specific amount of such bonuses was deferred by the compensation committee until such time as B/E Aerospace might become involved in active transaction negotiations. The compensation committee determined to retain Gibson Dunn, negotiated the terms of the Gibson Dunn engagement, and ultimately executed an engagement letter with Gibson Dunn on September 30, 2016.

        On September 27, 2016, representatives of B/E Aerospace and Rockwell Collins senior management, as well as representatives from Shearman & Sterling, Citigroup, Goldman Sachs, Skadden

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and J.P. Morgan met at the offices of Shearman & Sterling. Following several rounds of negotiations, the parties reached a tentative agreement, subject to further due diligence, the negotiation of other material transaction terms and the negotiation of acceptable definitive documentation and board approval, on the following terms: (i) Rockwell Collins would acquire 100% of the common stock of B/E Aerospace for $62 per share, with the consideration consisting of 50% cash and 50% shares of Rockwell Collins common stock, subject to a two-way 7.5% collar; (ii) the termination fee payable by Rockwell Collins to B/E Aerospace under certain circumstances would be $300 million and the termination fee payable by B/E Aerospace to Rockwell Collins under certain circumstances would be $200 million; (iii) Rockwell Collins would add two directors designated by B/E Aerospace to the Rockwell Collins Board; and (iv) certain B/E Aerospace compensation and benefits related matters. Based upon Rockwell Collins' director qualification requirements, John T. Whates and Richard G. Hamermesh, both members of the B/E Aerospace Board, were identified as the likely B/E Aerospace designees.

        On September 27, 2016, members of Rockwell Collins senior management contacted Mr. Lieberherr to discuss Mr. Lieberherr's willingness to remain with the combined company following the closing of the potential merger. Mr. Lieberherr retained Latham & Watkins LLP, which is referred to as Latham & Watkins, to advise him regarding the terms of any future employment with the combined company. Mr. Lieberherr subsequently informed B/E Aerospace senior management of the possibility that he would continue to work for the combined company following closing of the potential merger.

        On September 29, 2016, B/E Aerospace opened a virtual data room and invited Rockwell Collins and its representatives to review due diligence materials relating to B/E Aerospace included therein.

        On September 30, 2016, Skadden distributed an initial draft of the merger agreement to Shearman & Sterling.

        On September 30, 2016, J.P. Morgan, at Rockwell Collins' request, provided due diligence materials relating to Rockwell Collins to Citigroup and Goldman Sachs, which in turn provided these materials to B/E Aerospace for due diligence review. The due diligence materials included Rockwell Collin's strategic plan and related projections.

        Between September 30, 2016 and October 23, 2016, Rockwell Collins' and B/E Aerospace's legal counsels negotiated the terms and conditions of the merger agreement, including, among other things, representations and warranties, covenants relating to conduct of business and regulatory approvals, tax matters relating to the KLX spin-off, the treatment of various pre- and post-closing compensation-related matters, closing conditions and termination rights and fees.

        Between October 1, 2016 and October 21, 2016, Mr. Lieberherr and his counsel, Latham & Watkins, negotiated terms of a future employment agreement with Rockwell Collins and Skadden. In the course of these negotiations, Rockwell Collins and Mr. Lieberherr discussed a possible leadership role in the combined company and ultimately agreed that Mr. Lieberherr would serve as an Executive Vice President of Rockwell Collins and the Chief Operating Officer of Rockwell Collins' aircraft interior systems business unit. On October 21, 2016, Mr. Lieberherr and Rockwell Collins executed and delivered an employment agreement. Later that same day, Mr. Lieberherr notified B/E Aerospace senior management that he had entered into such employment agreement.

        On October 3, 2016, Rockwell Collins hosted a telephonic due diligence call with B/E Aerospace and its financial advisors during which Rockwell Collins answered various questions regarding Rockwell Collins, its strategic plan and projections and the related due diligence materials previously provided.

        On October 5, 2016, J.P. Morgan, at Rockwell Collins' request, provided additional due diligence materials relating to Rockwell Collins to Citigroup and Goldman Sachs, which in turn provided these

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materials to B/E Aerospace for due diligence review. The diligence materials included Rockwell Collins' plans for the merger and an initial draft of the Rockwell Collins rating agency presentation.

        On October 7, 2016, Rockwell Collins and representatives from J.P. Morgan met with S&P and Moody's to provide an overview of the potential transaction between B/E Aerospace and Rockwell Collins.

        On October 12, 2016, the Rockwell Collins Board met telephonically. Present at the meeting were members of Rockwell Collins senior management and representatives from Skadden and J.P. Morgan. Rockwell Collins senior management reviewed in detail the potential acquisition of B/E Aerospace, including the strategic rationale for the transaction, the estimated cost synergies expected to be achieved in the transaction, B/E Aerospace's projected financial forecasts and pro forma financial forecasts of the combined companies, the proposed financing of the transaction, the results of the financial and legal due diligence review performed on B/E Aerospace and various tax considerations relating to the KLX spin-off. Representatives of Skadden reviewed the terms of the proposed draft merger agreement for the transaction. Representatives of J.P. Morgan discussed J.P. Morgan's preliminary financial analyses with respect to the transaction.

        On October 13, 2016, the B/E Aerospace Board met telephonically. B/E Aerospace senior management provided the B/E Aerospace Board with an update on negotiations between B/E Aerospace and Rockwell Collins, including the status of negotiations with respect to certain key contractual terms, the status of the mutual due diligence process and certain timing considerations. Mr. Khoury advised that Rockwell Collins was interested in retaining Mr. Lieberherr, and confirmed Mr. Lieberherr's willingness to remain with the combined company pursuant to the terms of an employment agreement to be negotiated and executed at or immediately prior to signing.

        On October 13, 2016, following four telephonic meetings of the compensation committee with the participation of its independent advisors, Gibson Dunn and Pearl Meyer & Partners, LLC (which also included a presentation from senior management's outside counsel, Freshfields Bruckhaus Deringer LLP, and senior management's outside consulting and tax advisory firm, Golden Parachute Tax Solutions LLC), the compensation committee recommended for approval by the B/E Aerospace Board, and the B/E Aerospace Board (with Mr. Khoury abstaining) approved, the payment and terms of transaction bonuses for Messrs. Khoury, Lieberherr, Lower and Patch.

        On October 18, 2016, representatives of J.P. Morgan, at Rockwell Collins' direction, contacted representatives of Citigroup and Goldman Sachs to convey Rockwell Collins' intent to revise the proposed mix of consideration, consisting of 55% cash (i.e., $34.10) and 45% stock (i.e., shares of Rockwell Collins common stock having a value equal to $27.90), subject to a two-way 7.5% collar.

        On October 21, 2016, the Rockwell Collins Board met at the offices of Skadden in New York. Present at the meeting were members of Rockwell Collins senior management and representatives from Skadden and J.P. Morgan. Rockwell Collins senior management updated the Rockwell Collins Board on the results of the additional financial analysis and due diligence performed on B/E Aerospace and the status of negotiations with B/E Aerospace. The reports on the additional financial analysis and due diligence presented by Rockwell Collins senior management included a review of B/E Aerospace's change of control payments, a review of the anticipated synergies from the transaction and an assessment of certain B/E Aerospace employee and customer relations matters. Rockwell Collins senior management also reviewed in detail the proposed financing of the transaction, including the terms of the proposed bridge commitment for a portion of the cash consideration. Representatives of Skadden reviewed, among other things, the terms of the draft merger agreement, a copy of which previously had been provided to the Rockwell Collins Board along with a summary of the material terms of the merger agreement. Representatives of J.P. Morgan reviewed J.P. Morgan's financial analyses with respect to the proposed transaction and rendered J.P. Morgan's oral opinion to the Rockwell Collins Board that, as of such date and based upon and subject to the factors and assumptions set forth in its

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opinion, the merger consideration to be paid by Rockwell Collins was fair, from a financial point of view, to Rockwell Collins. (The oral opinion was subsequently confirmed in writing by delivery of J.P. Morgan's written opinion dated October 23, 2016.) Following extensive discussion, the Rockwell Collins Board unanimously approved the merger agreement and the transactions contemplated thereby and unanimously approved and adopted resolutions authorizing the transaction and related matters.

        On October 21, 2016, the B/E Aerospace Board met at the offices of Shearman & Sterling. B/E Aerospace senior management updated the B/E Aerospace Board on the status of negotiations with Rockwell Collins and the results of the financial and legal due diligence performed on Rockwell Collins. Representatives of Shearman & Sterling reviewed, among other things, the terms of the draft merger agreement, a copy of which previously had been provided to the B/E Aerospace Board along with a summary of the material terms of the merger agreement.

        Representatives of Citigroup and Goldman Sachs presented their updated financial analyses with respect to B/E Aerospace and Rockwell Collins.

        Representatives of Citigroup then advised the B/E Aerospace Board that, based on Citigroup's current understandings and subject to review of the execution version of the merger agreement and future developments, Citigroup expected to be able to render an opinion to the B/E Aerospace Board, as of the date of the merger agreement and to the effect that, as of that date and based upon and subject to the factors and assumptions described therein, the merger consideration to be paid to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement is fair from a financial point of view to such holders.

        Representatives of Goldman Sachs then advised the B/E Aerospace Board that, based on Goldman Sachs' current understandings and subject to review of the execution version of the merger agreement and future developments, Goldman Sachs expected to be able to render an opinion to the B/E Aerospace Board, as of the date of the merger agreement and to the effect that, as of that date and based upon and subject to the factors and assumptions described therein, the merger consideration to be paid to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement is fair from a financial point of view to such holders.

        The B/E Aerospace Board and its advisors engaged in an extended discussion of the potential transaction and the proposed terms and conditions of the merger agreement, considering a number of factors, including the comparative likelihood of consummation of the potential transaction, the opportunities presented by the potential transaction, the recent and historical market prices for B/E Aerospace common stock and Rockwell Collins common stock and the fact that the stock portion of the merger consideration would be subject to a two-way 7.5% collar. The B/E Aerospace Board then reviewed the proposed resolutions authorizing the execution of the merger agreement. After carefully considering the merger agreement and the proposed resolutions, it was the consensus of the B/E Aerospace Board that the merger was in the best interests of B/E Aerospace's stockholders and, subject to an acceptable outcome in the negotiation of the final issues under the merger agreement, including certain tax matters, the ability of a party to terminate the agreement and the applicable fees payable in connection therewith, and certain other matters, the B/E Aerospace Board agreed that it was prepared to approve and adopt such proposed resolutions and authorized B/E Aerospace senior management to continue to negotiate and to finalize the merger agreement.

        On the evening of October 21, 2016, representatives of Shearman & Sterling, Citigroup, Goldman Sachs, Skadden and J.P. Morgan met at the offices of Shearman & Sterling to negotiate the final terms of the potential transaction.

        On the morning of October 22, 2016, the B/E Aerospace Board reconvened for a telephonic meeting with B/E Aerospace senior management and Shearman & Sterling. At the meeting, B/E Aerospace senior management provided an update with respect to the negotiation of the terms and

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conditions of the potential transaction with Rockwell Collins, the remaining issues related thereto and the proposed resolution of such issues. Following a discussion, the B/E Aerospace Board authorized B/E Aerospace senior management to continue to negotiate and finalize the definitive transaction documents in accordance with the proposed terms discussed at the meeting.

        On October 22, 2016, representatives of senior management of B/E Aerospace and Rockwell Collins and their respective advisors continued to negotiate the final terms and conditions of the merger agreement and related transactions.

        On the morning of October 23, 2016, Shearman & Sterling circulated an execution version of the merger agreement to the B/E Aerospace Board, B/E Aerospace senior management, Citigroup and Goldman Sachs. Later that morning, by written consent, the B/E Aerospace Board confirmed that the merger was in the best interests of B/E Aerospace's stockholders, unanimously approved and adopted the merger agreement and the transactions contemplated thereby and unanimously approved and adopted the resolutions authorizing the transaction and related matters. The B/E Aerospace Board received a written opinion, dated October 23, 2016, from each of Citigroup and Goldman Sachs to the effect that, as of that date and based upon and subject to the factors and assumptions set forth in such opinion, the merger consideration to be paid to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement was fair from a financial point of view to such holders.

        On the same day, each of B/E Aerospace, Rockwell Collins and Merger Sub executed and delivered the merger agreement. Thereafter, B/E Aerospace and Rockwell Collins issued a joint press release announcing the merger.

Rockwell Collins Board of Directors' Recommendations and Its Reasons for the Transaction

        On October 21, 2016, the Rockwell Collins Board unanimously (i) approved the merger agreement and the transactions contemplated by the merger agreement; (ii) determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Rockwell Collins and Rockwell Collins' stockholders; (iii) directed that the Share Issuance proposal be submitted to a vote of Rockwell Collins' stockholders; and (iv) recommended that the stockholders of Rockwell Collins vote "FOR" the Share Issuance proposal.

        In evaluating the merger agreement and the transactions contemplated by the merger agreement, the Rockwell Collins Board consulted with Rockwell Collins' management and legal and financial advisors and, in reaching its determinations, the Rockwell Collins Board considered a variety of factors with respect to the merger and the other transactions contemplated by the merger agreement, including the specific reasons described above under "Risk Factors" and "—Background of the Merger" beginning on page 46 and page 57, respectively, and the factors listed below.

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        The Rockwell Collins Board also specifically considered the terms of the merger agreement, including the following:

        The Rockwell Collins Board weighed the foregoing against a number of potentially negative factors, including:

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        This discussion of the information and factors considered by the Rockwell Collins Board in reaching its conclusions and recommendation includes the principal factors considered by the Rockwell Collins Board, but is not intended to be exhaustive and may not include all of the factors considered by the Rockwell Collins Board. In view of the wide variety of factors considered in connection with its evaluation of the transaction, and the complexity of these matters, the Rockwell Collins Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the transaction, including the share issuance, and to make its recommendation to Rockwell Collins stockholders. Rather, the Rockwell Collins Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Rockwell Collins' management and Rockwell Collins' advisors, as well as its experience and history. In addition, individual members of the Rockwell Collins Board may have assigned different weights to different factors.

        The Rockwell Collins Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of Rockwell Collins and its stockholders and approved the merger agreement. Accordingly, the Rockwell Collins Board unanimously recommends that Rockwell Collins stockholders vote "FOR" the Share Issuance proposal at the Rockwell Collins special meeting.

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B/E Aerospace Board of Directors' Recommendations and Its Reasons for the Transaction

        On October 23, 2016, the B/E Aerospace Board unanimously (i) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement; (ii) determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of B/E Aerospace and B/E Aerospace's stockholders; (iii) directed that the Merger proposal be submitted to a vote of B/E Aerospace's stockholders; and (iv) recommended that the stockholders of B/E Aerospace vote "FOR" the Merger proposal.

        In evaluating the merger agreement and the transactions contemplated by the merger agreement, the B/E Aerospace Board consulted with B/E Aerospace's management and legal and financial advisors and, in reaching its determinations, the B/E Aerospace Board considered a variety of factors with respect to the merger and the other transactions contemplated by the merger agreement, including the specific reasons described above under "Risk Factors" and "—Background of the Merger" beginning on page 46 and page 57, respectively, and the factors listed below.

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        The B/E Aerospace Board also specifically considered the terms of the merger agreement, including the following:

        The B/E Aerospace Board weighed the foregoing against a number of potentially negative factors, including:

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        This discussion of the information and factors considered by the B/E Aerospace Board in reaching its conclusions and recommendation includes the principal factors considered by the B/E Aerospace Board, but is not intended to be exhaustive and may not include all of the factors considered by the B/E Aerospace Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the other transactions contemplated by the merger agreement, and the complexity of these matters, the B/E Aerospace Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger and the other transactions contemplated by the merger agreement, and to make its recommendation to B/E Aerospace stockholders. Rather, the

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B/E Aerospace Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of B/E Aerospace's management and B/E Aerospace's advisors, as well as its experience and history. In addition, individual members of the B/E Aerospace Board may have assigned different weights to different factors.

        Certain of B/E Aerospace's directors and executive officers have financial interests in the merger that are different from, or in addition to, those of B/E Aerospace's stockholders generally. The B/E Aerospace Board was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to B/E Aerospace stockholders. For a discussion of these interests, see "—Interests of Directors and Executive Officers in the Merger" beginning on page 102.

        The B/E Aerospace Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of B/E Aerospace and its stockholders and approved the merger agreement. Accordingly, the B/E Aerospace Board unanimously recommends that B/E Aerospace stockholders vote "FOR" the Merger proposal at the B/E Aerospace special meeting.

Opinion of Rockwell Collins' Financial Advisor

        Pursuant to an engagement letter dated October 6, 2016, Rockwell Collins retained J.P. Morgan as its financial advisor in connection with the merger.

        At the meeting of the Rockwell Collins Board on October 21, 2016, J.P. Morgan rendered its oral opinion to the Rockwell Collins Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid by Rockwell Collins was fair, from a financial point of view, to Rockwell Collins. J.P. Morgan has confirmed its October 21, 2016 oral opinion by delivering its written opinion to the Rockwell Collins Board, dated October 23, 2016, that, as of such date, the merger consideration to be paid by Rockwell Collins was fair, from a financial point of view, to Rockwell Collins.

        The full text of the written opinion of J.P. Morgan, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Rockwell Collins stockholders are urged to read the opinion in its entirety. J.P. Morgan's opinion was addressed to the Rockwell Collins Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the fairness, from a financial point of view, to Rockwell Collins of the merger consideration to be paid by Rockwell Collins and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the merger consideration to the holders of any class of securities, creditors or other constituencies of Rockwell Collins or as to the underlying decision by Rockwell Collins to engage in the merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Rockwell Collins as to how such stockholder should vote with respect to the merger or any other matter.

        In arriving at its opinion, J.P. Morgan, among other things:

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        In addition, J.P. Morgan held discussions with certain members of the management of B/E Aerospace and Rockwell Collins with respect to certain aspects of the merger, the past and current business operations of B/E Aerospace and Rockwell Collins, the financial condition and future prospects and operations of B/E Aerospace and Rockwell Collins, the effects of the merger on the financial condition and future prospects of Rockwell Collins, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

        In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by B/E Aerospace and Rockwell Collins or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of B/E Aerospace or Rockwell Collins under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of B/E Aerospace and Rockwell Collins to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Rockwell Collins, and will be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Rockwell Collins and B/E Aerospace in the merger agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgan's analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Rockwell Collins with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on B/E Aerospace or Rockwell Collins or on the contemplated benefits of the merger.

        J.P. Morgan's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan's opinion noted that subsequent developments may affect J.P. Morgan's opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan's opinion is

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limited to the fairness, from a financial point of view, of the merger consideration to be paid by Rockwell Collins, and J.P. Morgan has expressed no opinion as to the fairness of any merger consideration to the holders of any class of securities, creditors or other constituencies of Rockwell Collins or as to the underlying decision by Rockwell Collins to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to the merger consideration to be paid by Rockwell Collins or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Rockwell Collins common stock or B/E Aerospace common stock will trade at any future time.

        The terms of the merger agreement, including the exchange ratio, were determined through arm's length negotiations between Rockwell Collins and B/E Aerospace, and the decision to enter into the merger agreement was solely that of the Rockwell Collins Board and the B/E Aerospace board of directors. J.P. Morgan's opinion and financial analyses constituted only one of the many factors considered by the Rockwell Collins Board in its evaluation of the merger and should not be viewed as determinative of the views of the Rockwell Collins Board or management with respect to the merger or the merger consideration.

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Rockwell Collins Board and contained in the presentation delivered to the Rockwell Collins Board in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan's analyses.

B/E Aerospace Financial Analyses

Public Trading Multiples

        Using publicly available information, J.P. Morgan compared selected financial and market data of B/E Aerospace with similar data for selected publicly traded companies that J.P. Morgan deemed relevant for purposes of analysis. The companies selected by J.P. Morgan were as follows:

        These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered similar to those of B/E Aerospace based on business sector participation, operational characteristics and financial metrics. Using publicly available information, J.P. Morgan calculated, for each selected company, (i) the multiple of enterprise value as of October 20, 2016 to estimated EBITDA (which means earnings before interest, tax, depreciation and amortization) for calendar year 2017, or EV/EBITDA 2017E, and (ii) the multiple of closing share price as of October 20, 2016 to estimated earnings per share for calendar year 2017, or P/E 2017E, based on Wall Street analysts' consensus

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estimates and FactSet data. This analysis indicated the following EV/EBITDA 2017E and P/E 2017E multiples:

 
  EV/EBITDA
2017E
  P/E
2017E
 

HEICO Corporation

    13.5x     24.2x  

Meggitt PLC

    9.7x     12.1x  

Rockwell Collins, Inc. 

    9.8x     14.6x  

TransDigm Group Inc. 

    13.7x     19.7x  

Zodiac Aerospace

    12.9x     19.7x  

        Based on the results of this analysis and other factors that J.P. Morgan considered relevant, J.P. Morgan selected a multiple reference range for EV/EBITDA 2017E of 10.0x - 13.5x and a multiple reference range for P/E 2017E of 12.0x - 19.5x.

        After applying such ranges to Rockwell Collins management's estimate of the EBITDA and EPS, respectively, for B/E Aerospace for calendar year 2017 in the adjusted B/E Aerospace forecast, the analysis indicated the following implied per share equity value ranges for B/E Aerospace common stock, rounded to the nearest $0.25:

 
  Implied Per Share
Equity Value
Range of
B/E Aerospace
Common Stock
 
 
  Low   High  

EV/EBITDA 2017E

  $ 45.00   $ 67.25  

P/E 2017E

  $ 43.75   $ 71.00  

        The ranges of implied per share equity values for B/E Aerospace common stock were compared to the closing share price of $50.65 of B/E Aerospace common stock as of October 20, 2016, and the offer price of $62.00 per share of B/E Aerospace common stock, which consists of $34.10 in cash consideration and shares of Rockwell Collins common stock with a value of $27.90 in stock consideration, subject to adjustment as described in detail in "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128 of this joint proxy statement/prospectus.

Transaction Multiples Analysis

        Using publicly available information, J.P. Morgan examined selected transactions involving businesses that J.P. Morgan considered to be analogous to B/E Aerospace's business or aspects thereof for purposes of analysis. These transactions were selected, among other reasons, because the businesses involved in these transactions share similar business characteristics to B/E Aerospace based on business

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sector participation, operational characteristics and financial metrics. Specifically, J.P. Morgan reviewed the following transactions:

Month/Year
Announced
  Acquiror   Target/Seller   TV/ LTM
EBITDA
  LTM P / E  

August 2015

  Berkshire Hathaway Inc.   Precision Castparts Corp.     12.3x     21.3x  

March 2015

  RBC Bearings Incorporated   Sargent Aerospace & Defense     13.3x/11.2x (1)   N/A  

March 2015

  Alcoa Inc.   RTI International Metals Inc.     13.1x     39.8x  

June 2014

  Alcoa Inc.   Firth Rixson Ltd.     14.3x/15.0x (2)   N/A  

December 2013

  Textron Inc.   Beechcraft Corp.     9.9x     N/A  

November 2012

  Precision Castparts Corp.   Titanium Metals Corp.     13.3x     28.1x  

September 2011

  United Technologies Corp.   Goodrich Corporation     12.9x     22.4x  

September 2010

  TransDigm Group Inc.   McKechnie Aerospace Holdings Inc.     12.9x     N/A  

March 2010

  Triumph Group, Inc.   Vought Aircraft Industries, Inc.     5.8x (3)   8.5x  

July 2007

  The Carlyle Group   Sequa Corporation     12.0x     31.1x  

March 2007

  JLL Partners Inc.   McKechnie Aerospace     11.9x     N/A  

March 2007

  Meggitt-USA Inc.   K&F Industries Holdings, Inc.     10.7x     19.5x  

December 2006

  Eaton Corporation   AT Holdings Corporation     11.0x     N/A  

(1)
11.2x multiple includes adjustment for tax benefits of approximately $78 million.

(2)
15.0x multiple adjusted for earn out consideration of approximately $150 million.

(3)
Reflects pro forma adjusted EBITDA, which includes acquiror-provided acquisition and purchase accounting adjustments.

        J.P. Morgan calculated, for each selected transaction, (i) the multiple of the transaction value to the target company's EBITDA for the 12-month period prior to the announcement of the applicable transaction, or TV/ LTM EBITDA, and (ii) the multiple of the per share offer price in the transaction to the earnings per share of the target company or the equity value in the transaction to the net income for the 12-month period prior to the announcement of the applicable transaction, or LTM P/E.

        Based on the results of this analysis and other factors that J.P. Morgan considered relevant, J.P. Morgan selected a multiple reference range of 10.0x - 14.0x for TV/ LTM EBITDA and a multiple reference range of 20.0x - 30.0x for LTM P/E.

        After applying such ranges to figures provided by B/E Aerospace for LTM EBITDA and LTM EPS, respectively, for B/E Aerospace for the 12-month period ended September 30, 2016, the analysis indicated the following implied per share equity value ranges for B/E Aerospace common stock, rounded to the nearest $0.25:

 
  Implied Per Share
Equity Value
Range of
B/E Aerospace
Common Stock
 
 
  Low   High  

TV/ LTM EBITDA

  $ 40.50   $ 64.25  

LTM P/E

  $ 65.75   $ 98.75  

        The ranges of implied per share equity values for B/E Aerospace common stock were compared to the closing price of $50.65 per share of B/E Aerospace common stock on October 20, 2016, and the offer price of $62.00 per share of B/E Aerospace common stock.

Discounted Cash Flow Analysis

        J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for B/E Aerospace common stock.

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        J.P. Morgan calculated the unlevered free cash flows that B/E Aerospace is expected to generate (i) during the fourth quarter of calendar year 2016 through calendar year 2021 based upon the adjusted B/E Aerospace forecast and (ii) during calendar years 2022 through 2026 based upon extrapolations from the adjusted B/E Aerospace forecast reviewed and approved by Rockwell Collins management. J.P. Morgan calculated a range of terminal values for B/E Aerospace at the end of the projection period by applying terminal growth rates, based on J.P. Morgan's professional judgment given the nature of B/E Aerospace, its business and its industry, ranging from 2.5% to 3.5%. The unlevered free cash flows and the range of terminal values were then discounted to present values using discount rates ranging from 7.5% to 8.5%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of B/E Aerospace. The present values of the unlevered free cash flows and the range of terminal values were then adjusted for B/E Aerospace's net debt and divided by the fully diluted shares outstanding of B/E Aerospace. The discounted cash flow analysis indicated an implied per share equity value range for B/E Aerospace common stock, rounded to the nearest $0.25, of $53.50 to $78.25.

        The range of implied per share equity values for B/E Aerospace common stock was compared to the closing price of $50.65 per share of B/E Aerospace common stock on October 20, 2016, and the offer price of $62.00 per share of B/E Aerospace common stock.

Rockwell Collins Financial Analysis

Discounted Cash Flow Analysis

        J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for Rockwell Collins common stock.

        J.P. Morgan calculated the unlevered free cash flows that Rockwell Collins is expected to generate (i) during fiscal years 2017 through 2021 based upon the Rockwell Collins stand-alone management forecast and (ii) during fiscal years 2022 through 2026 based upon extrapolations from the Rockwell Collins stand-alone management forecast reviewed and approved by Rockwell Collins management. J.P. Morgan calculated a range of terminal values for Rockwell Collins at the end of the projection period by applying terminal growth rates, based on J.P. Morgan's professional judgment given the nature of Rockwell Collins, its business and its industry, ranging from 2.0% to 3.0% to the unlevered free cash flows excluding pension contributions, to which a 0% terminal growth rate was applied per Rockwell Collins management instruction. The unlevered free cash flows and the range of terminal values were then discounted to present values using discount rates ranging from 7.5% to 8.5%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Rockwell Collins. The present values of the unlevered free cash flows and the range of terminal values were then adjusted for Rockwell Collins' net debt and divided by the fully diluted shares outstanding of Rockwell Collins. The discounted cash flow analysis indicated an implied per share equity value range for Rockwell Collins common stock, rounded to the nearest $0.25, of $98.25 to $136.75.

Potential Value Creation Analysis—Intrinsic Value Approach

        J.P. Morgan prepared a value creation analysis that compared the implied equity value derived from J.P. Morgan's discounted cash flow analysis of Rockwell Collins on a standalone basis to Rockwell Collins stockholders' pro forma ownership of the implied equity value of the combined company.

        The pro forma combined company equity value was equal to: (i) Rockwell Collins' standalone discounted cash flow value of $15.1 billion (calculated using a 2.5% terminal growth rate and 8.0% discount rate, representing the midpoint of the terminal growth rate and discount rate ranges, respectively, applied in the discounted cash flow analysis for Rockwell Collins described above), plus (ii) B/E Aerospace's standalone discounted cash flow value of $6.5 billion (calculated using a 3.0% terminal growth rate and an 8.0% discount rate, representing the midpoint of the terminal growth rate

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and discount rate ranges, respectively, applied in the discounted cash flow analysis for B/E Aerospace described above), plus (iii) the discounted cash flow value of Rockwell Collins management expectations of after-tax synergies totaling $1.8 billion (calculated using a 3.0% terminal growth rate and an 8.0% discount rate representing the midpoint of the terminal growth rate and discount rate ranges, respectively), less (iv) cash consideration of $3.8 billion (which includes the retirement of certain B/E Aerospace restricted stock units, transaction costs and change of control expenses). J.P. Morgan then calculated the implied pro forma equity value of the combined company attributable to Rockwell Collins stockholders based on the implied equity ownership percentage of 80% by Rockwell Collins stockholders implied by the exchange ratio in the consideration (assuming Rockwell Collins' closing share price as of October 20, 2016) and the number of Rockwell Collins diluted shares outstanding on a standalone basis (based on information as of September 30, 2016 per Rockwell Collins management). J.P. Morgan then compared the result to the implied equity value of Rockwell Collins on a standalone basis indicated by the discounted cash flow analysis of Rockwell Collins (described above) whereby the discount rates used were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Rockwell Collins. The value creation analysis indicated an implied pro forma equity value of $15.6 billion attributable to Rockwell Collins stockholders and implied pro forma accretion in implied equity value to Rockwell Collins stockholders of 3.4% higher than the implied equity value on a standalone basis indicated by the discounted cash flow analysis of Rockwell Collins.

Other Information

Historical Stock Trading

        J.P. Morgan reviewed the historical share prices of B/E Aerospace common stock for the 52-week period ended October 20, 2016. J.P. Morgan noted that the low and high closing share prices during this period were $37.91 and $53.11 per share of B/E Aerospace common stock, respectively.

Equity Research Analyst Price Targets

        J.P. Morgan reviewed the most recent publicly available research analyst price targets for B/E Aerospace common stock prepared and published by selected equity research analysts. J.P. Morgan noted that the range of such price targets as of October 20, 2016 was $48.00 to $66.00 per share of B/E Aerospace common stock.

        J.P. Morgan noted that the historical stock trading and equity research analyst price targets analyses are not valuation methodologies but were presented merely for reference only.

Miscellaneous

        The foregoing summary of financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Rockwell Collins or B/E Aerospace. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

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        Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to B/E Aerospace, and none of the selected transactions reviewed was identical to the merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered similar to those of B/E Aerospace. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan's analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to B/E Aerospace and the transactions compared to the merger.

        As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Rockwell Collins with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Rockwell Collins, B/E Aerospace and the industries in which they operate.

        For services rendered in connection with the merger, Rockwell Collins agreed to pay J.P. Morgan a transaction fee of $27.5 million, of which $5.0 million became payable by Rockwell Collins at the time J.P. Morgan delivered its opinion, and the balance of which is payable upon the closing of the merger. Rockwell Collins has also agreed to pay J.P. Morgan 10% of any break-up fee received by Rockwell Collins following or in connection with the termination, abandonment or failure of the merger, provided that such fee will not exceed the amount that would have been payable to J.P. Morgan if the merger had been consummated. In addition, Rockwell Collins has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement. During the two years preceding the date of J.P. Morgan's opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Rockwell Collins and B/E Aerospace for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint bookrunner and joint lead arranger on Rockwell Collins' revolving credit facility in February 2016; as joint lead arranger and joint bookrunner on the B/E Aerospace credit facilities in December 2014 and in May 2016; as lead arranger and lead-left bookrunner on credit facilities of KLX; as lead bookrunner on an offering of debt securities of KLX in November 2014; and as financial advisor to B/E Aerospace in connection with the KLX spin-off in December 2014. J.P. Morgan and its affiliates also provided asset management services to Rockwell Collins during such period. In addition, J.P. Morgan's commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Rockwell Collins, B/E Aerospace and KLX, for which it receives customary compensation or other financial benefits. J.P. Morgan and its affiliates have committed to provide financing to Rockwell Collins in connection with the merger for customary compensation, which is expected to be approximately $20 million in fees payable to J.P. Morgan in connection with such financing. During the two-year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from Rockwell Collins were approximately $3 million and from B/E Aerospace were approximately $10 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Rockwell Collins or B/E Aerospace for their own

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accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities.

Opinions of B/E Aerospace's Financial Advisors

Opinion of Citigroup Global Markets Inc.

        On October 23, 2016, Citigroup delivered to the B/E Aerospace Board a written opinion dated October 23, 2016, to the effect that, as of such date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in the written opinion, the merger consideration to be received by the holders of outstanding shares of common stock of B/E Aerospace (other than excluded holders) in the merger was fair, from a financial point of view, to such holders.

        The full text of Citigroup's written opinion, dated October 23, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citigroup in rendering its opinion, is attached to this joint proxy statement/prospectus as Annex C and is incorporated into this joint proxy statement/prospectus by reference in its entirety. The summary of Citigroup's opinion set forth below is qualified in its entirety by reference to the full text of the opinion. We urge you to read the opinion carefully and in its entirety. Citigroup's opinion, the issuance of which was authorized by Citigroup's fairness opinion committee, was provided to the B/E Aerospace Board (in its capacity as such) in connection with its evaluation of the merger and was limited to the fairness, from a financial point of view, as of the date of the opinion, to the holders of outstanding shares of common stock of B/E Aerospace (other than excluded holders) of the merger consideration to be received by such holders in the merger. Citigroup's opinion does not address any other aspects or implications of the merger and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the merger or otherwise. Citigroup's opinion does not address the underlying business decision of B/E Aerospace to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for B/E Aerospace or the effect of any other transaction in which B/E Aerospace might engage. The following is a summary of Citigroup's opinion.

        In arriving at its opinion, Citigroup, among other things:

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        In rendering its opinion, Citigroup assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citigroup and upon the assurances of the managements of B/E Aerospace and Rockwell Collins that they were not aware of any relevant information that was omitted or that remained undisclosed to Citigroup. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Citigroup, Citigroup was advised by the respective managements of B/E Aerospace and Rockwell Collins that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of B/E Aerospace and Rockwell Collins as to the future financial performance of B/E Aerospace and Rockwell Collins, the potential strategic implications and operational benefits anticipated to result from the merger and the other matters covered thereby, and assumed, with B/E Aerospace's consent, that the financial results (including the potential strategic implications and operational benefits anticipated to result from the merger) reflected in such forecasts and other information and data will be realized in the amounts and at the times projected.

        Citigroup also assumed, with B/E Aerospace's consent, that the merger will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on B/E Aerospace, Rockwell Collins or the contemplated benefits of the merger. Citigroup's opinion related to the relative values of B/E Aerospace and Rockwell Collins. Citigroup did not express any opinion as to what the value of Rockwell Collins common stock actually will be when issued pursuant to the merger or the price at which shares of Rockwell Collins common stock will trade at any time. Citigroup did not make and it was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of B/E Aerospace or Rockwell Collins and Citigroup did not make any physical inspection of the properties or assets of B/E Aerospace or Rockwell Collins. Citigroup's opinion did not address the underlying business decision of B/E Aerospace to effect the merger, the relative merits of the merger as compared to any alternative business strategies that might exist for B/E Aerospace or the effect of any other transaction in which B/E Aerospace might engage. Citigroup also expressed no view as to, and Citigroup's opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the merger consideration or otherwise. Citigroup's opinion was necessarily based upon information available to it, and financial, stock market and other conditions and circumstances existing, as of October 20, 2016, except as otherwise noted.

        For a summary of the material financial analyses presented by Citigroup, together with Goldman Sachs, to the B/E Aerospace Board in connection with the delivery of Citigroup's opinion, see the section entitled "—Financial Analyses by Financial Co-Advisors" beginning on page 87.

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        Under the terms of Citigroup's engagement, B/E Aerospace has agreed to pay Citigroup, for its financial advisory services in connection with the merger, an aggregate fee of approximately $27.3 million, $5 million of which was payable upon delivery by Citigroup of its opinion and the remainder of which is payable upon completion of the merger. Subject to certain limitations, B/E Aerospace also has agreed to reimburse Citigroup, subject to certain conditions, for reasonable and documented travel and other reasonable and documented out-of-pocket expenses incurred by Citigroup in performing its services, including reasonable and documented fees and expenses of its legal counsel, and to indemnify Citigroup and related persons against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

        Citigroup and its affiliates in the past have provided, and currently provide, services to B/E Aerospace unrelated to the merger, for which services Citigroup and such affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to October 23, 2016, having acted or acting (i) as financial advisor to B/E Aerospace in connection with B/E Aerospace's spin-off of KLX Inc. in December 2014, and (ii) as lender, syndication agent, joint lead arranger and joint book-runner in connection with a term loan and revolving credit facility of B/E Aerospace. During the two year period ended October 23, 2016, Citigroup has received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division directly to B/E Aerospace and/or its affiliates of approximately $18,700,000. Citigroup and its affiliates in the past have also provided, and currently provide, services to Rockwell Collins unrelated to the merger, for which services Citigroup and such affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to October 23, 2016, acting as lender, syndication agent, joint lead arranger and joint book-runner in connection with two revolving credit facilities of Rockwell Collins, as well as acting as lender in connection with certain committed corporate credit card facilities of Rockwell Collins. During the two-year period ended October 23, 2016, Citigroup has received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division directly to Rockwell Collins and/or to its affiliates of approximately $50,000. In the ordinary course of business, Citigroup and its affiliates may actively trade or hold the securities of B/E Aerospace and Rockwell Collins for its own account or for the account of its customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citigroup and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with B/E Aerospace, Rockwell Collins and their respective affiliates.

        In response to a request by Rockwell Collins, made after the execution of the merger agreement, that Citigroup participate in the financing of the merger by Rockwell Collins, the B/E Aerospace Board granted Citigroup permission to participate in such financing. Pursuant to such request and consent, Citigroup is now participating in such financing, including as a joint lead arranger and lender with respect to certain credit facilities, and Citigroup is now actively exploring participating, and may participate as an active bookrunner with respect to capital markets offerings.

        The B/E Aerospace Board selected Citigroup to act as one of its financial advisors in connection with the merger based on Citigroup's reputation and experience. Citigroup is an internationally recognized investment banking firm which regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

Opinion of Goldman, Sachs & Co.

        On October 23, 2016, Goldman Sachs delivered to the B/E Aerospace Board a written opinion dated October 23, 2016, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than

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Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated October 23, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Goldman Sachs provided its opinion for the information and assistance of the B/E Aerospace Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of B/E Aerospace's common stock should vote with respect to the merger or any other matter.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

        Goldman Sachs also held discussions with members of the senior managements of B/E Aerospace and Rockwell Collins regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of B/E Aerospace and Rockwell Collins; reviewed the reported price and trading activity for shares of B/E Aerospace common stock and shares of Rockwell Collins common stock; compared certain financial and stock market information for B/E Aerospace and Rockwell Collins with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the aerospace and defense industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

        For purposes of rendering its opinion, Goldman Sachs, with B/E Aerospace's consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with B/E Aerospace's consent that the Forecasts and Synergies were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of B/E Aerospace. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of B/E Aerospace or Rockwell Collins or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on B/E Aerospace or Rockwell Collins or on the expected benefits of the merger in any way

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meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion does not address the underlying business decision of B/E Aerospace to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to B/E Aerospace; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace, as of the date of the opinion, of the merger consideration to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs' opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of B/E Aerospace; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of B/E Aerospace, or class of such persons in connection with the merger, whether relative to the merger consideration to be paid to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement or otherwise. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of common stock of Rockwell Collins will trade at any time or as to the impact of the merger on the solvency or viability of B/E Aerospace or Rockwell Collins or the ability of B/E Aerospace or Rockwell Collins to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

        Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of B/E Aerospace, Rockwell Collins, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the merger contemplated by the merger agreement. Goldman Sachs acted as financial advisor to B/E Aerospace in connection with, and participated in certain of the negotiations leading to, the merger contemplated by the merger agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to B/E Aerospace and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as book manager with respect to a private offering of KLX, a former subsidiary of B/E Aerospace, 5.875% Senior Notes due 2022 (aggregate principal amount of $1,200,000,000) in November 2014; as lead arranger with respect to B/E Aerospace's term loan (aggregate principal amount of $2,200,000,000) put in place in November 2014; as B/E Aerospace's financial advisor in connection with the KLX spin-off in December 2014; and as a participant in B/E Aerospace's revolving credit facility (aggregate principal amount of $600,000,000) put in place in December 2014. During the two year period ended October 23, 2016, Goldman Sachs has received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division directly to B/E Aerospace and/or to its affiliates of approximately $9,900,000. During the two-year period ended October 23, 2016, Goldman Sachs has not been engaged by Rockwell Collins or its affiliates to provide financial advisory or underwriting services for which the

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Investment Banking Division of Goldman Sachs has received compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to B/E Aerospace, Rockwell Collins and their respective affiliates for which the Investment Banking Division of Goldman Sachs may receive compensation.

        The B/E Aerospace Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated September 6, 2016, B/E Aerospace engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between B/E Aerospace and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $27.3 million, $5 million of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. In addition, B/E Aerospace has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Financial Analyses by Financial Co-Advisors

        The following is a summary of the material financial analyses delivered by Citigroup and Goldman Sachs, referred to as the financial co-advisors, to the B/E Aerospace Board in connection with rendering their respective opinions described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by the financial co-advisors, nor does the order of analyses described represent relative importance or weight given to those analyses by the financial co-advisors. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of the financial co-advisors' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 20, 2016, and is not necessarily indicative of current market conditions.

        The preparation of financial opinions is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, financial opinions are not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth below, without considering the analyses as a whole, could create an incomplete view of the processes underlying each financial co-advisor opinion. In arriving at their respective fairness determinations, the financial co-advisors considered the results of all of their analyses and did not attribute any particular weight to any factor or analysis considered by them. Rather, each financial co-advisor made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to B/E Aerospace or Rockwell Collins or the contemplated merger.

        The financial co-advisors prepared these analyses for purposes of providing their respective opinions to the B/E Aerospace Board as to the fairness, from a financial point of view, to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace, as of the date of the opinions, of the merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of B/E Aerospace, Rockwell Collins, Citigroup, Goldman

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Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The merger consideration was determined through arm's-length negotiations between B/E Aerospace and Rockwell Collins, rather than by any financial advisor, and was approved by the B/E Aerospace Board. The financial co-advisors provided advice to B/E Aerospace during these negotiations. The financial co-advisors did not, however, recommend any specific amount of consideration to B/E Aerospace or the B/E Aerospace Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

        As described above, each financial co-advisor's opinion to the B/E Aerospace Board was one of many factors taken into consideration by the B/E Aerospace Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by the financial co-advisors in connection with their respective fairness opinions and is qualified in its entirety by reference to their respective written opinions attached as Annex C for Citigroup and Annex D for Goldman Sachs.

        Historical Stock Trading Analysis.    The financial co-advisors first calculated $62.00 as the implied value of the per share merger consideration (which we refer to as the "implied per share consideration") by adding the cash consideration of $34.10 per share of B/E Aerospace common stock to $27.90, the implied value of the stock portion of the per share merger consideration based on the closing price per share of Rockwell Collins common stock on October 20, 2016.

        The financial co-advisors then reviewed the historical trading prices for B/E Aerospace common stock and compared the implied per share consideration to the closing price per share of B/E Aerospace common stock as of October 20, 2016, the volume weighted average prices per share of B/E Aerospace common stock for the 30-day and 90-day periods ended October 20, 2016, the intra-day high price per share of B/E Aerospace common stock for the 52-week period ended October 20, 2016, and the closing price per share of B/E Aerospace common stock as of July 20, 2016 (the date of the initial meeting between the managements of B/E Aerospace and Rockwell Collins to discuss a potential merger).

        This analysis indicated that the implied per share consideration to be paid to the holders (other than Rockwell Collins and its affiliates) of outstanding shares of common stock of B/E Aerospace pursuant to the merger agreement represented:

        Implied Premia Analysis for U.S. Transactions.    For each year from 2013 through 2016 (as of October 6, 2016), the financial co-advisors calculated, using publicly available information, the first quartile, median and third quartile one-day unaffected stock price premia paid in such year for acquisition transactions announced in such year (expressed as a percentage of the merger consideration on the trading day prior to either (i) the announcement of the transaction or (ii) the date on which either the target confirmed a sale process or merger talks in the six months leading up to the

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transaction or rumors surfaced in the month leading up to the transaction). This analysis covered transactions announced or completed in this time period involving U.S. domiciled companies where the consideration exceeded $500 million and consisted of a mixture of cash and stock. The analysis excluded transactions in the financial institutions and real estate sectors as well as transactions with premia below 0%. The analysis indicated a first quartile, median and third quartile one-day unaffected stock premia of 18.5%, 27.7% and 41.7%, respectively. The financial co-advisors then multiplied the 18.5%-41.7% range of premia to the closing price of $51.35 per share of B/E Aerospace common stock as of October 17, 2016, which resulted in an illustrative range of prices per share of B/E Aerospace common stock of $60.75 to $72.75 (rounded to the nearest $0.25).

        Selected Transactions Analysis.    The financial co-advisors analyzed certain publicly available information relating to the following selected transactions in the aerospace and defense industry since September 2011:

        For each of the selected transactions, the financial co-advisors calculated and compared FV as a multiple of the target's EBITDA for the last 12 months as most recently disclosed at the time of the announcement of the transaction (which we refer to as the FV/LTM EBITDA Multiple). While none of the companies that participated in the selected transactions are directly comparable to B/E Aerospace, the target companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of B/E Aerospace's results, market size and product profile. In addition, the financial co-advisors calculated the FV/LTM EBITDA Multiple of B/E Aerospace, using the implied per share consideration and B/E Aerospace's EBITDA for the 12 months ended September 30, 2016 as provided to the financial co-advisors by the management of B/E Aerospace.

        The following tables present the results of this analysis:

Month/Year Announced
  Acquiror   Target/Seller   FV/LTM
EBITDA
 
August 2015   Berkshire Hathaway Inc.   Precision Castparts Corp.     13.2x  
March 2015   RBC Bearings Incorporated   Sargent Aerospace & Defense     13.3x (1)
February 2015   TransDigm Group Incorporated   Telair Cargo Group     12.1x  
May 2014   Cobham plc   Aeroflex Inc.     11.4x  
August 2013   Rockwell Collins, Inc.   Aeronautical Radio, Incorporated     12.6x  
December 2012   General Electric Company   Avio S.p.A.     8.5x  
September 2011   United Technologies Corporation   Goodrich Corporation     12.9x  

(1)
Reflects $500 million headline value. Multiple implied by $500 million transaction value less $78 million net present value from an Internal Revenue Code Section 338(h) (10) election reflects a multiple of 11.2x.
 
  Selected Transactions    
 
 
  Proposed
Transaction
 
Ratio/Multiple
  Low   Median   High  

FV/LTM EBITDA

    8.5x     12.6x     13.3x     13.6x  

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        The financial co-advisors identified an illustrative range of FV/LTM EBITDA Multiples of 11.6x to 13.6x based on the 12.6x median FV/LTM EBITDA Multiple. The financial co-advisors then applied the 11.6x to 13.6x range of FV/LTM EBITDA Multiples to B/E Aerospace's EBITDA for the last 12 months ended September 30, 2016 as provided to the financial co-advisors by the management of B/E Aerospace, which resulted in a range of illustrative prices per share of B/E Aerospace common stock of $50.00 to $61.75 (rounded to the nearest $0.25).

        Illustrative Present Value of Future Share Price Analysis—B/E Aerospace Standalone.    The financial co-advisors performed an illustrative analysis of the implied present value of the future price per share of B/E Aerospace common stock (including the present value of projected dividends).

        The financial co-advisors first calculated an illustrative range of the implied future values per share of B/E Aerospace common stock as of the end of each of the fiscal years 2017 to 2020, respectively, by applying a forward earnings per share multiple range of 13.5x to 15.0x to the estimated earnings per share for B/E Aerospace for each of the fiscal years from 2018 to 2021 using the Forecasts. The financial co-advisors then discounted these implied future values per share to determine the implied present values as of September 30, 2016 using an illustrative discount rate of 10.0% reflecting an estimate of B/E Aerospace's cost of equity. The financial co-advisors then, for each of the fiscal years 2017 to 2020, used the same illustrative discount rate to discount the future values per share of projected dividends from September 30, 2016 through and including the applicable fiscal year (using the Forecasts) to determine the implied present values of such projected dividends as of September 30, 2016, and added such implied present values of the projected dividends to the range of present values it derived above. This analysis resulted in a range of implied present values of $52.29 to $61.06 per share of B/E Aerospace common stock.

        The financial co-advisors also used the Forecasts to calculate an illustrative range of the implied future values per share of B/E Aerospace common stock as of the end of each of the fiscal years 2017 to 2020, respectively, by applying a price to next 12 months earnings per share multiple of 14.2x, which represented B/E Aerospace's standalone next 12 months earnings per share multiple as of October 17, 2016 based on IBES estimates, to the earnings per share of B/E Aerospace for each of the fiscal years from 2018 to 2021 using the Forecasts and then discounted these implied future values per share to determine the implied present values as of September 30, 2016 using an illustrative discount rate range of 9.0% to 10.5%, reflecting an estimate of B/E Aerospace's cost of equity. The financial co-advisors then, for each of the fiscal years 2017 to 2020, used the same illustrative range of discount rates to discount the future values per share of projected dividends from September 30, 2016 through and including the applicable fiscal year (using the Forecasts) to determine a range of the implied present values of such projected dividends as of September 30, 2016, and added such range of implied present values of the projected dividends to the range of present values it derived above. This analysis resulted in a range of implied present values of $54.64 to $60.23 per share of B/E Aerospace common stock.

        Illustrative Present Value of Future Share Price Analysis—Rockwell Collins Standalone.    The financial co-advisors performed an illustrative analysis of the implied present value of the future price per share of Rockwell Collins common stock (including the present value of projected dividends).

        The financial co-advisors first calculated an illustrative range of the implied future values per share of Rockwell Collins common stock for each of the fiscal years 2017 to 2020, respectively, by applying a forward earnings per share multiple range of 14.0x to 15.5x to the estimated earnings per share of Rockwell Collins for each of the fiscal years from 2018 to 2021 using the Forecasts and then discounted these implied future values per share to determine the implied present values as of September 30, 2016 using an illustrative discount rate of 8.5%, reflecting an estimate of Rockwell Collins' cost of equity. The financial co-advisors then, for each of the fiscal years 2017 to 2020, used the same illustrative discount rate to discount the future values per share of projected dividends from September 30, 2016 through and including the applicable fiscal year (using the Forecasts) to determine the implied present values of such projected dividends as of September 30, 2016, and added such implied present values of

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the projected dividends to the range of present values it derived above. This analysis resulted in a range of implied present values of $75.14 to $96.92 per share of Rockwell Collins common stock.

        The financial co-advisors also calculated an illustrative range of the implied future values per share of Rockwell Collins common stock for each of the fiscal years 2017 to 2020, respectively, by applying a price to next 12 months earnings per share multiple of 14.8x, which represented Rockwell Collins' standalone next 12 month earnings per share multiple as of October 17, 2016 based on IBES estimates, to the earnings per share for Rockwell Collins for each of the fiscal years from 2018 to 2021 using the Forecasts and then discounted these implied future values per share to determine the implied present values as of September 30, 2016 using an illustrative discount rate range of 7.5% to 9.0%, reflecting an estimate of Rockwell Collins' cost of equity. The financial co-advisors then, for each of the fiscal years 2017 to 2020, used the same illustrative range of discount rates to discount the future values per share of projected dividends from September 30, 2016 through and including the applicable fiscal year (using the Forecasts) to determine a range of the implied present values of such projected dividends as of September 30, 2016, and added such range of implied present values of the projected dividends to the range of present values it derived above. This analysis resulted in a range of implied present values of $78.99 to $96.17 per share of Rockwell Collins common stock.

        Illustrative Present Value of Future Pro Forma Combined Company Share Price Analysis Plus Cash Consideration.    The financial co-advisors performed an illustrative analysis of the implied present value of the future price per share of the combined company's common stock (including the present value of projected dividends) pro forma for consummation of the merger to determine an illustrative range of the implied present values of the portion of the per share merger consideration consisting of Rockwell Collins common stock and added the per share cash consideration to be paid pursuant to the merger to determine an illustrative range of the implied present values of the per share merger consideration into which each share of B/E Aerospace common stock converts in the merger.

        The financial co-advisors calculated the implied future values per share of the pro forma combined company's common stock for each of the fiscal years 2017 to 2020, respectively, by applying a price to next 12 months earnings per share multiple of 14.6x, which represented the blended next 12 month earnings per share multiple for B/E Aerospace and Rockwell Collins as of October 17, 2016 based on IBES estimates, to the earnings per share of the pro forma combined company for each of the fiscal years from 2018 to 2021 using the Forecasts (including the Synergies), and then discounted these implied future values per share to determine the implied present values as of September 30, 2016 using an illustrative discount rate range of 8.5% to 10%, reflecting an estimate of the pro forma combined company's cost of equity. The financial co-advisors then, for each of the fiscal years 2017 to 2020, used the same illustrative range of discount rates to discount the future values per share of projected dividends from September 30, 2016 through and including the applicable fiscal year (using the Forecasts and including the Synergies) to determine a range of the implied present values of such projected dividends as of September 30, 2016, and added such range of implied present values of the projected dividends to the range of present values it derived above. The financial co-advisors then multiplied the resulting range of implied present values for shares (which included the present values of project dividends) of the pro forma combined company's common stock by an assumed exchange ratio of Rockwell Collins common stock for each share of B/E Aerospace stock (determined by using the closing price per share of Rockwell Collins common stock on October 17, 2016), and added the product of that calculation to the $34.10 in per share cash consideration to be paid to holders of B/E Aerospace common stock in the merger. This analysis resulted in a range of implied present values of the per share merger consideration, into which each share of B/E Aerospace common stock converts in the merger, of $63.17 to $67.57.

        Illustrative Discounted Cash Flow Analysis—B/E Aerospace Standalone.    Using the Forecasts, the financial co-advisors performed an illustrative discounted cash flow analysis on B/E Aerospace. Using discount rates ranging from 7.75% to 9.25%, reflecting estimates of B/E Aerospace's weighted average

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cost of capital and derived by application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including B/E Aerospace's target capital structure, the cost of long-term debt, after-tax yield on permanent excess cash, if any, forecast tax rate and beta, as well as certain financial metrics for the United States financial markets generally, the financial co-advisors discounted to present value as of September 30, 2016, (i) estimates of unlevered free cash flow for B/E Aerospace for the fourth calendar quarter of 2016 and the calendar years 2017 through 2021 as reflected in the Forecasts and (ii) a range of illustrative terminal values for B/E Aerospace, which was calculated by applying a last 12 months EBITDA multiple ranging from 10.5x to 12.0x to the terminal year estimate of the last 12 months of EBITDA for B/E Aerospace, as reflected in the Forecasts. The financial co-advisors derived ranges of illustrative FVs for B/E Aerospace by adding the ranges of present values derived above. The financial co-advisors then subtracted from the range of illustrative FVs it derived for B/E Aerospace the $1.938 billion of net debt of B/E Aerospace as of September 30, 2016 as provided by the management of B/E Aerospace to derive a range of illustrative equity values for B/E Aerospace. The financial co-advisors then divided this range of illustrative equity values by the number of fully diluted outstanding shares of B/E Aerospace as provided by the management of B/E Aerospace to derive a range of illustrative present values ranging from $59.15 to $73.02 per share of B/E Aerospace common stock.

        Illustrative Discounted Cash Flow Analysis—Rockwell Collins Standalone.    Using the Forecasts, the financial co-advisors performed an illustrative discounted cash flow analysis on Rockwell Collins. Using discount rates ranging from 7.00% to 8.00%, reflecting estimates of Rockwell Collin's weighted average cost of capital and derived by application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including Rockwell Collins' target capital structure, the cost of long-term debt, after-tax yield on permanent excess cash, if any, forecast tax rate and beta, as well as certain financial metrics for the United States financial markets generally, the financial co-advisors discounted to present value as of September 30, 2016, (i) estimates of unlevered free cash flow for Rockwell Collins for the fiscal years ending on September 30, 2017 through September 30, 2021 as reflected in the Forecasts and (ii) a range of illustrative terminal values for Rockwell Collins, which was calculated by applying a last 12 months EBITDA multiple ranging from 9.5x to 11.0x to the terminal year estimate of the last 12 months of EBITDA for Rockwell Collins, as reflected in the Forecasts. The financial co-advisors derived ranges of illustrative FVs for Rockwell Collins by adding the ranges of present values derived above. The financial co-advisors then subtracted from the range of illustrative FVs it derived for Rockwell Collins the $1.755 billion of net debt of Rockwell Collins as of September 30, 2016, as provided by the management of Rockwell Collins and as approved for the financial co-advisors' use by B/E Aerospace, to derive a range of illustrative equity values for Rockwell Collins. The financial co-advisors then divided this range of illustrative equity values by the number of fully diluted outstanding shares of Rockwell Collins, as provided by the management of Rockwell Collins and as approved for the financial co-advisors' use by B/E Aerospace, to derive a range of illustrative present values ranging from $104.52 to $125.33 per share of Rockwell Collins common stock.

        Illustrative Discounted Cash Flow Analysis—Pro Forma for Combined Company Plus Cash Consideration.    Using the Forecasts (including the Synergies), the financial co-advisors performed an illustrative discounted cash flow analysis on the pro forma combined company to determine an illustrative range of implied present values of the portion of the per share merger consideration consisting of Rockwell Collins common stock and added the per share cash consideration to be paid pursuant to the merger to determine an illustrative range of the implied present values of the per share merger consideration into which each share of B/E Aerospace common stock converts in the merger. Using discount rates ranging from 7.25% to 8.50%, reflecting estimates of the pro forma combined company's weighted average cost of capital and derived by application of the Capital Asset Pricing Model, which takes into account certain company-specific metrics, including the pro forma combined company's target capital structure, the cost of long-term debt, after-tax yield on permanent excess cash,

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if any, forecast tax rate and beta, as well as certain financial metrics for the United States financial markets generally, the financial co-advisors discounted to present value as of September 30, 2016, (i) estimates of unlevered free cash flow for the pro forma combined company for the fiscal years ending on September 30, 2017 through September 30, 2021 as reflected in the Forecasts and including the Synergies, and (ii) a range of illustrative terminal values for the pro forma combined company, which was calculated by applying a last 12 months EBITDA multiple ranging from 9.75x to 11.25x to the terminal year estimate of last 12 months EBITDA for the pro forma combined company, as reflected in the Forecasts and including the Synergies. The financial co-advisors derived ranges of illustrative FVs for the pro forma combined company by adding the ranges of present values derived above. The financial co-advisors then subtracted from the range of illustrative FVs they derived for the pro forma combined company the $7.278 billion of pro forma net debt of the pro forma combined company, assuming the merger closed on December 31, 2016, as provided by the managements of B/E Aerospace and Rockwell Collins, and approved for the financial co-advisors use by B/E Aerospace, to derive a range of illustrative equity values for the pro forma combined company. The financial co-advisors then divided this range of illustrative equity values by the number of fully diluted outstanding shares of the pro forma combined company, as provided by the managements of B/E Aerospace and Rockwell Collins and approved for the financial co-advisors use by B/E Aerospace, to derive a range of illustrative present values per share for the combined company's common stock. The financial co-advisors then multiplied the resulting range of implied present values per share of the pro forma combined company's common stock by an assumed exchange ratio of Rockwell Collins common stock for each share of B/E Aerospace stock (determined by using the closing price per share of Rockwell Collins common stock on October 17, 2016), and added the product of that calculation to the $34.10 in per share cash consideration to be paid to holders of B/E Aerospace common stock in the merger. This analysis resulted in a range of implied present values of the per share merger consideration, into which each share of B/E Aerospace common stock converts in the merger, of $69.13 to $78.09.

        Selected Companies Analysis.    The financial co-advisors reviewed and compared certain financial information for B/E Aerospace to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the aerospace and defense industry (collectively referred to as the selected companies):

        Although none of the selected companies is directly comparable to B/E Aerospace, the companies included were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to certain operations of B/E Aerospace. The quantitative information used in this analysis, to the extent that it is based on market data, was based on market data as of October 17, 2016.

        The financial co-advisors also calculated and compared various financial multiples and ratios using information they obtained from SEC filings and IBES estimates. With respect to the selected companies, the financial co-advisors calculated the ratio of the price of a share of common stock of the selected companies (using the applicable closing market price per share as of October 17, 2016) to estimated earnings per share (which is referred to as the P/E Ratio) for calendar year 2017, and firm

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value, which is the market value of the diluted common equity, plus the book value of any preferred stock and debt, less the book value of cash and cash equivalents (which is referred to as FV), as a multiple of projected earnings before interest, taxes, depreciation and amortization (which is referred to as EBITDA, and such multiple is referred to as the FV/EBITDA Multiple) for calendar year 2017. The multiples and ratios for each of the selected companies were based on IBES estimates. The following tables present the results of this analysis:

 
  FV/EBITDA
2017E
  P/E 2017E  

Astronics Corporation

    8.7x     16.4x  

B/E Aerospace, Inc. 

    11.0x     13.9x  

Esterline Technologies Corporation

    8.8x     13.7x  

Meggit PLC

    9.5x     12.2x  

Moog Inc. 

    8.6x     14.4x  

Rockwell Collins, Inc. 

    9.6x     14.6x  

Woodard, Inc. 

    11.2x     17.6x  

Zodiac Aerospace, S.A. 

    12.5x     19.6x  
 
  Selected Companies
Ratio/Multiple:
  Range   Median

P/E 2017E

  12.2x - 19.6x   14.5x

FV/EBITDA 2017E

  8.6x - 12.5x   9.5x

        Calculated using IBES estimates.    Range and median include B/E Aerospace multiples calculated using IBES estimates.

        For reference purposes, the financial co-advisors identified an illustrative range of P/E Ratios of 13.0x to 16.0x using the median P/E Ratio of 14.5x for calendar year 2017. The financial co-advisors then multiplied the estimated earnings per share of B/E Aerospace common stock for calendar year 2017, using the Forecasts, by the 13.0x to 16.0x illustrative range of P/E Ratios for calendar year 2017, which resulted in an illustrative range of implied values of $47.50 to $58.50 per share of B/E Aerospace common stock (rounded to the nearest $0.25).

        For reference purposes, the financial co-advisors also identified an illustrative range of FV/EBITDA Multiples of 8.0x to 11.0x using the median FV/EBITDA Multiple of 9.5x for calendar year 2017. The financial co-advisors then multiplied the estimated EBITDA for B/E Aerospace for calendar year 2017, using the Forecasts, by the 8.0x to 11.0x illustrative range of FV/EBITDA Multiples for calendar year 2017, which resulted in an illustrative range of implied values of $32.25 to $51.50 per share of B/E Aerospace common stock (rounded to the nearest $0.25).

        The financial co-advisors also calculated (a) FV/EBITDA Multiples for B/E Aerospace, using the implied per share consideration to calculate FV and using the Forecasts for 2017 EBITDA, and (b) a P/E Ratio for B/E Aerospace, using the implied per share consideration as the price per share and the Forecasts for earnings per share for 2017. The following table presents the results of this analysis:

Ratio/Multiple:
  B/E Aerospace
(implied by the per share
consideration)
 

FV/EBITDA 2017E

    12.6x  

P/E 2017E

    17.0x  

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Certain Financial Projections

Certain Financial Projections Utilized by the Rockwell Collins Board of Directors and Rockwell Collins' Financial Advisor

        Rockwell Collins does not, as a matter of course, make long-term projections as to future performance available to the public other than generally providing, on a quarterly basis, estimated ranges of certain expected financial results and operational metrics for the current or impending fiscal year in its regular earnings press releases and other investor materials. Rockwell Collins avoids making public projections for extended periods due to, among other things, the unpredictability of the underlying assumptions and estimates.

        In connection with the proposed transaction, certain non-public, unaudited financial projections regarding Rockwell Collins' anticipated results of operations for fiscal years 2017 through 2021 were provided to the Rockwell Collins Board, Rockwell Collins' financial advisor, J.P. Morgan, and to B/E Aerospace. Such projections are referred to as the Rockwell Collins management forecast. The Rockwell Collins management forecast includes the results of projected acquisitions over the forecast period. Also, in connection with the proposed transaction, certain non-public, unaudited financial projections regarding Rockwell Collins' anticipated results of operations for fiscal years 2017 through 2021 excluding the results of projected acquisitions were provided to the Rockwell Collins Board, J.P. Morgan and B/E Aerospace. Such projections are referred to as the Rockwell Collins stand-alone management forecast. The Rockwell Collins management forecast and the Rockwell Collins stand-alone management forecast are the only financial forecasts provided by Rockwell Collins to B/E Aerospace.

        The Rockwell Collins management forecast and Rockwell Collins stand-alone management forecast are based on numerous estimates and assumptions. The 2017 amounts resulted from Rockwell Collins' operating plan process, and reflect a detailed forecast primarily driven by Rockwell Collins' original equipment manufacturer production rate projections and other market insights into expected revenues, as well as anticipated product line margins and discretionary spending. The 2017 amounts are consistent with the fiscal 2017 financial guidance provided publicly on October 23, 2016. The 2018 to 2021 amounts resulted from Rockwell Collins' strategic and financial planning process, and reflect more general market-level forecasts primarily driven by original equipment manufacturer rate projections and other market growth rate projections, as well as anticipated portfolio margins and discretionary spending. The underlying assumptions used in the strategic and financial planning process are generally based on information and market factors known to management in the spring of 2016.

        In addition, the Rockwell Collins Board received and reviewed certain non-public, unaudited financial projections regarding B/E Aerospace's anticipated results of operations for the fiscal years 2016 through 2021, which were prepared by B/E Aerospace's management as described in the section of this joint proxy statement/prospectus entitled "—Certain Financial Projections Utilized by the B/E Aerospace Board of Directors and B/E Aerospace's Financial Advisors" beginning on page 98. Rockwell Collins' management reviewed and performed due diligence regarding such projections. Rockwell Collins' management made certain adjustments to the B/E Aerospace management forecast described below. Such projections, as adjusted, are referred to as the adjusted B/E Aerospace forecast.

        As discussed below, the B/E Aerospace management forecast is based on numerous estimates and assumptions. In preparing the adjusted B/E Aerospace forecast, Rockwell Collins made adjustments to such forecast based on Rockwell Collins' view of key market drivers such as air traffic growth rates, original equipment manufacturer delivery rates, aircraft fleet growth, as well as Rockwell Collins' views of B/E Aerospace's competitiveness in each product line and its backlog levels.

        The forecasted financial information contained in this section "—Certain Financial Projections Utilized by the Rockwell Collins Board of Directors and Rockwell Collins' Financial Advisor" was not prepared for public disclosure. The inclusion of this information in this joint proxy statement/prospectus does not constitute an admission or representation by Rockwell Collins that the information is material.

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You should note that this forecasted financial information constitutes forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 44.

        The summaries of the forecasted financial information contained in this section "—Certain Financial Projections—Certain Financial Projections Utilized by the Rockwell Collins Board of Directors and Rockwell Collins' Financial Advisor" are being included in this joint proxy statement/prospectus to give Rockwell Collins' stockholders access to non-public information that was provided to J.P. Morgan or B/E Aerospace in the course of evaluating the merger, and are not intended to influence your decision whether to vote for the Share Issuance proposal or any other proposal at the Rockwell Collins special meeting.

        Rockwell Collins uses certain financial measures that are not in accordance with GAAP as supplemental measures to evaluate its operational performance. While Rockwell Collins believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Rockwell Collins' competitors and may not be directly comparable to similarly titled measures of Rockwell Collins' competitors due to potential differences in the exact method of calculation.

        The following is a summary of the Rockwell Collins management forecast prepared by senior management of Rockwell Collins and given to B/E Aerospace, the Rockwell Collins Board and J.P. Morgan, in each case, prior to the execution of the merger agreement (based on Rockwell Collins' fiscal year, in millions):

 
  2017   2018   2019   2020   2021  

Revenue

  $ 5,370   $ 6,017   $ 6,598   $ 7,130   $ 7,608  

EBITDA

  $ 1,320   $ 1,467   $ 1,683   $ 1,851   $ 1,970  

EBIT

  $ 1,055   $ 1,129   $ 1,288   $ 1,411   $ 1,526  

Free Cash Flow

  $ 650   $ 750   $ 850   $ 1,000   $ 1,050  

        The following is a summary of the Rockwell Collins stand-alone management forecast prepared by senior management of Rockwell Collins and given to B/E Aerospace, the Rockwell Collins Board and J.P. Morgan (which forecast was approved by Rockwell Collins for J.P. Morgan's use and reliance for purposes of J.P. Morgan's financial analysis and opinion), in each case, prior to the execution of the merger agreement (based on Rockwell Collins' fiscal year, in millions):

 
  2017   2018   2019   2020   2021  

Revenue

  $ 5,370   $ 5,864   $ 6,336   $ 6,752   $ 7,107  

EBITDA

  $ 1,320   $ 1,453   $ 1,652   $ 1,801   $ 1,900  

EBIT

  $ 1,055   $ 1,120   $ 1,268   $ 1,377   $ 1,477  

Free Cash Flow

  $ 650   $ 745   $ 835   $ 975   $ 1,015  

        The following is a summary of the adjusted B/E Aerospace forecast prepared by Rockwell Collins' management and given to the Rockwell Collins Board and J.P. Morgan (which forecast was approved by Rockwell Collins for J.P. Morgan's use and reliance for purposes of J.P. Morgan's financial analysis and opinion), in each case, prior to the execution of the merger agreement (based on B/E Aerospace's fiscal year, in millions):

 
  2016   2017   2018   2019   2020   2021  

Revenue

  $ 2,871   $ 3,059   $ 3,175   $ 3,361   $ 3,508   $ 3,656  

EBITDA

  $ 603   $ 651   $ 702   $ 733   $ 765   $ 790  

EBIT

  $ 517   $ 557   $ 600   $ 627   $ 657   $ 679  

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        In addition, the following tables show the estimated amount of unlevered free cash flows of Rockwell Collins and B/E Aerospace, in each case that were calculated by J.P. Morgan based upon the Rockwell Collins stand-alone management forecast and the adjusted B/E Aerospace forecast, respectively, which calculations were reviewed and approved by Rockwell Collins for J.P. Morgan's use in connection with the illustrative discounted cash flow analyses as described under the section entitled "The Merger—Opinion of Rockwell Collins' Financial Advisor" beginning on page 74. These calculations were not included in the forecasted financial information provided to B/E Aerospace.

Rockwell Collins

 
  Fiscal Year(1)  
 
  2017   2018   2019   2020   2021  

Revenue

  $ 5,370   $ 5,864   $ 6,336   $ 6,752   $ 7,107  

EBITDA

  $ 1,320   $ 1,453   $ 1,652   $ 1,801   $ 1,900  

EBIT

  $ 1,055   $ 1,120   $ 1,268   $ 1,377   $ 1,477  

Taxes

  $ (262 ) $ (330 ) $ (386 ) $ (436 ) $ (464 )

EBIAT

  $ 793   $ 790   $ 882   $ 941   $ 1,013  

Plus: Depreciation & Amortization

  $ 265   $ 333   $ 384   $ 424   $ 423  

Less: Capital Expenditures

  $ (200 ) $ (200 ) $ (225 ) $ (250 ) $ (275 )

Less: Changes in Net Working Capital, Other operating adjustments and Pension contributions

  $ (250 ) $ (215 ) $ (238 ) $ (168 ) $ (177 )

Unlevered Free Cash Flow

  $ 608   $ 708   $ 803   $ 947   $ 984  

(1)
Rockwell Collins' fiscal year end is September 30.

B/E Aerospace

 
  Fiscal Year(1)  
 
  2017   2018   2019   2020   2021  

Revenue

  $ 3,059   $ 3,175   $ 3,361   $ 3,508   $ 3,656  

EBITDA

  $ 651   $ 702   $ 733   $ 765   $ 790  

EBIT

  $ 557   $ 600   $ 627   $ 657   $ 679  

Taxes

  $ (129 ) $ (123 ) $ (118 ) $ (118 ) $ (122 )

EBIAT

  $ 428   $ 477   $ 509   $ 539   $ 556  

Plus: Depreciation & Amortization

  $ 95   $ 102   $ 106   $ 108   $ 111  

Less: Capital Expenditures

  $ (122 ) $ (106 ) $ (101 ) $ (105 ) $ (111 )

Less: Changes in Net Working Capital

  $ (30 ) $ 2   $ 6   $ 20   $ 16  

Unlevered Free Cash Flow

  $ 370   $ 474   $ 520   $ 561   $ 573  

(1)
B/E Aerospace's fiscal year end is December 31.

        EBIT is a non-GAAP operating financial measure defined as earnings before interest and income taxes.

        EBITDA is a non-GAAP operating financial measure defined as earnings before interest, tax, depreciation and amortization.

        EBIAT is a non-GAAP operating financial measure defined as earnings before interest and after taxes.

        Free cash flow is a non-GAAP operating financial measure defined as net cash flow from operations minus capital expenditures.

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        Unlevered free cash flow is a non-GAAP operating financial measure defined as EBIAT plus depreciation and amortization, less capital expenditures and less changes in net working capital. Unlevered free cash flow for Rockwell Collins also factored in certain other operating adjustments and pension contributions.

Certain Financial Projections Utilized by the B/E Aerospace Board of Directors and B/E Aerospace's Financial Advisors

        B/E Aerospace does not, as a matter of course, create long-term projections as to future performance or make any other projections as to future performance available to the public other than generally providing, from time to time, estimated ranges of certain expected financial results and operational metrics for the current or impending fiscal year in its regular earnings press releases and other investor materials. B/E Aerospace avoids making public projections for extended periods due to, among other things, the unpredictability of the underlying assumptions and estimates. However, in connection with its evaluation of the proposed merger, B/E Aerospace's senior management prepared certain non-public, unaudited financial projections regarding B/E Aerospace's anticipated results of operations for fiscal years 2016 through 2021. Such projections were provided to B/E Aerospace's financial advisors, Citigroup and Goldman Sachs, and to Rockwell Collins. Such projections are referred to as the B/E Aerospace management forecast. The B/E Aerospace management forecast was not prepared for public disclosure. The B/E Aerospace management forecast is based on numerous estimates and assumptions. The outlook is developed in the context of assumed passenger traffic growth and sustained airline profitability. The forecasts take into account awarded backlog with scheduled delivery dates, original equipment manufacturer rate projections, expected new product introductions and anticipated program launches. The forecasts incorporate products produced for both new aircraft deliveries and refurbishment of existing aircraft. The projections are based upon anticipated program margins with the continued benefit of cost reduction initiatives and disciplined expense management. The inclusion of the B/E Aerospace management forecast in this joint proxy statement/prospectus does not constitute an admission or representation by B/E Aerospace that the information is material. You should note that projections included in the B/E Aerospace management forecast constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 44 of this joint proxy statement/prospectus.

        In addition, the B/E Aerospace Board received and reviewed certain non-public, unaudited financial projections regarding Rockwell Collins' anticipated results of operations for the fiscal years 2017 through 2021, which were prepared by Rockwell Collins' management as described in the section of this joint proxy statement/prospectus entitled "—Certain Financial Projections Utilized by the Rockwell Collins Board of Directors and Rockwell Collins' Financial Advisor" beginning on page 95. B/E Aerospace's management reviewed and performed due diligence regarding such projections. Such projections were also provided to Citigroup and Goldman Sachs.

        The summaries of these projections are being included in this joint proxy statement/prospectus to give B/E Aerospace's stockholders access to non-public information that was provided to Citigroup, Goldman Sachs, and Rockwell Collins in the course of evaluating the proposed merger, and are not intended to influence your decision whether to vote for adoption of the merger agreement or any other proposal at the B/E Aerospace special meeting.

        B/E Aerospace uses certain financial measures that are not in accordance with GAAP as supplemental measures to evaluate its operational performance. While B/E Aerospace believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of B/E Aerospace's competitors and may not be directly comparable to similarly titled measures of B/E Aerospace's competitors due to potential differences in the exact method of calculation.

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        The following is a summary of the B/E Aerospace management forecast prepared by senior management of B/E Aerospace and given to Rockwell Collins, the B/E Aerospace Board, Citigroup and Goldman Sachs, in each case, prior to the execution of the merger agreement (based on B/E Aerospace's fiscal year, in millions):

 
  2016   2017   2018   2019   2020   2021  

Revenue

  $ 2,871   $ 3,072   $ 3,196   $ 3,364   $ 3,513   $ 3,691  

EBITDA

  $ 603   $ 655   $ 707   $ 735   $ 765   $ 797  

EBIT

  $ 517   $ 558   $ 604   $ 629   $ 657   $ 686  

Free Cash Flow

  $ 247   $ 354   $ 460   $ 510   $ 551   $ 565  

        In addition, the following table shows the estimated amount of unlevered free cash flow of B/E Aerospace, which was calculated by Citigroup and Goldman Sachs using the B/E Aerospace management forecast and the use of which was approved by B/E Aerospace management. These calculations were not included in the B/E Aerospace management forecasts provided to Rockwell Collins.

 
  2016   2017   2018   2019   2020   2021  

Unlevered Free Cash Flow

  $ 282   $ 390   $ 492   $ 536   $ 570   $ 576  

        EBIT is a non-GAAP operating financial measure defined as earnings before interest and income taxes. For purposes of the B/E Aerospace management forecast, EBIT is the same as operating earnings.

        EBITDA is a non-GAAP operating financial measure defined as earnings before interest, tax, depreciation and amortization.

        Free cash flow is a non-GAAP operating financial measure defined as net cash flow from operations minus capital expenditures.

        Unlevered free cash flow is a non-GAAP operating financial measure defined as free cash flow plus the after-tax adjustment for interest expense less share based compensation.

        The following table contains additional details regarding the calculation of various metrics included in the B/E Aerospace forecasted financial information included above:

 
  2016   2017   2018   2019   2020   2021  

EBITDA

  $ 603   $ 655   $ 707   $ 735   $ 765   $ 797  

Depreciation & Amortization

  $ 87   $ 97   $ 103   $ 106   $ 108   $ 111  

EBIT (Operating Earnings)

  $ 517   $ 558   $ 604   $ 629   $ 657   $ 686  

Net Cash Flow from Operations

 
$

327
 
$

476
 
$

566
 
$

611
 
$

656
 
$

676
 

Capital Expenditures

  $ 80   $ 122   $ 106   $ 101   $ 105   $ 111  

Free Cash Flow

  $ 247   $ 354   $ 460   $ 510   $ 551   $ 565  

Net Adjustment for Interest Expense

  $ 70   $ 72   $ 69   $ 64   $ 58   $ 51  

Adjustment for Share Based Compensation

  $ (35 ) $ (36 ) $ (37 ) $ (38 ) $ (39 ) $ (40 )

Unlevered Free Cash Flow

  $ 282   $ 390   $ 492   $ 536   $ 570   $ 576  

Important Information About Certain Financial Projections

        The forecasted financial information contained in the section of this joint proxy statement/prospectus entitled "—Certain Financial Projections Utilized by the Rockwell Collins Board of Directors and Rockwell Collins' Financial Advisor" beginning on page 95 and the forecasted financial information contained in the section of this joint proxy statement/prospectus entitled "—Certain

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Financial Projections Utilized by the B/E Aerospace Board of Directors and B/E Aerospace's Financial Advisors" beginning on page 98 are collectively referred to as the unaudited financial projections. While the unaudited financial projections summarized above in the sections of this joint proxy statement/prospectus entitled "—Certain Financial Projections Utilized by the Rockwell Collins Board of Directors and Rockwell Collins' Financial Advisor" beginning on page 95 and "—Certain Financial Projections Utilized by the B/E Aerospace Board of Directors and B/E Aerospace's Financial Advisors" beginning on page 98 were prepared by the respective managements of Rockwell Collins and B/E Aerospace in good faith and based on information available at the time of preparation, they constitute forward-looking information and no assurance can be made regarding actual future events. The estimates and assumptions underlying the unaudited financial projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant uncertainties and contingencies, including, among others, risks and uncertainties described in the sections of this joint proxy statement/prospectus entitled "Risk Factors" beginning on page 46 and "Cautionary Note Regarding Forward-Looking Statements" beginning on page 44, all of which are difficult to predict and many of which are beyond the control of Rockwell Collins and B/E Aerospace. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results will likely differ, and may differ materially, from those reflected in the unaudited financial projections, whether or not the merger is completed. As a result, the unaudited financial projections cannot be considered predictive of actual future operating results, and this information should not be relied on as such.

        The unaudited financial projections were prepared solely for internal use by Rockwell Collins or B/E Aerospace, as the case may be, or their respective financial advisors, and not with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements and the use of non-GAAP measures or GAAP. In the view of Rockwell Collins' management and B/E Aerospace's management, the respective forecasts prepared by them were prepared on a reasonable basis based on the information available to Rockwell Collins' management and B/E Aerospace's management, respectively, at the time of their preparation. The unaudited financial projections, however, are not facts and should not be relied upon as being indicative of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue, or any, reliance on this information. The inclusion of the unaudited financial projections in this joint proxy statement/prospectus is not an admission or representation by Rockwell Collins or B/E Aerospace that such information is material or that the results contained in the prospective financial information will be achieved. None of the unaudited financial projections reflect any impact of the merger or the other transactions contemplated by the merger agreement, except as noted herein. As a reminder, actual results may differ materially from those contained in these unaudited financial projections.

        The unaudited financial projections summarized in this section were prepared by and are the responsibility of the management of Rockwell Collins or B/E Aerospace, as the case may be. No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information or its achievability. The reports of the independent registered public accounting firms incorporated by reference into this joint proxy statement/prospectus relate to the historical financial information of Rockwell Collins and B/E Aerospace, respectively. Such reports do not extend to the unaudited financial projections and should not be read to do so. Each of these independent registered public accounting firms disclaims any association with the prospective financial information. By including in this joint proxy

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statement/prospectus a summary of certain of the unaudited financial projections regarding the operating results of Rockwell Collins and B/E Aerospace, neither Rockwell Collins, B/E Aerospace nor any of their respective advisors or other representatives has made or makes any representation to any person regarding the ultimate performance of Rockwell Collins or B/E Aerospace compared to the information contained in the financial projections. The unaudited financial projections cover multiple years and such information by its nature becomes less predictive and subject to greater uncertainty with each succeeding year.

        Summaries of the unaudited financial projections are not included in this joint proxy statement/prospectus in order to induce any B/E Aerospace stockholder to vote in favor of the B/E Aerospace merger proposal or any of the other proposals to be voted on at the B/E Aerospace special meeting or any Rockwell Collins stockholder to vote in favor of the Rockwell Collins share issuance proposal or any other proposal to be voted on at the Rockwell Collins special meeting.

        EXCEPT AS MAY BE REQUIRED BY FEDERAL SECURITIES LAWS, NEITHER ROCKWELL COLLINS NOR B/E AEROSPACE INTENDS TO UPDATE, AND EACH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE, OR OTHERWISE REVISE THE ABOVE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR RESPECTIVE PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR OR NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM) OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

        In light of the foregoing and the uncertainties inherent in the unaudited financial projections summarized in this section, stockholders of Rockwell Collins and B/E Aerospace are cautioned not to place undue, if any, reliance on such unaudited financial projections. Since the date the unaudited financial projections summarized in this section were prepared, Rockwell Collins has made publicly available its actual results of operations for the fiscal year ended September 30, 2016 and B/E Aerospace has made publicly available its actual results of operations for the quarter ended September 30, 2016. You should review Rockwell Collins' Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed on November 15, 2016 and B/E Aerospace's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed on October 28, 2016, to obtain this information. See the section entitled "Where You Can Find More Information" beginning on page 198.

Governance of Rockwell Collins Following Completion of the Merger

        The merger agreement provides that Rockwell Collins will take all necessary corporate action so that, upon and after the effective time, the size of the Rockwell Collins Board will be increased by two members to a total of eleven, and two individuals selected by B/E Aerospace who meet Rockwell Collins' independence criteria and are otherwise reasonably acceptable to Rockwell Collins will be appointed to the Rockwell Collins Board. One such individual will serve as a member of the class of directors of the Rockwell Collins Board with terms expiring in 2018, and the other will serve as a member of the class of directors of the Rockwell Collins Board with terms expiring in 2020. Pursuant to this provision of the merger agreement, John T. Whates and Richard G. Hamermesh, both members of the B/E Aerospace Board, were selected by B/E Aerospace to be appointed to the Rockwell Collins Board and are expected to serve as members of the class of directors of the Rockwell Collins Board with terms expiring in 2018 and 2020, respectively. Other than such additional directors, no changes to the Rockwell Collins Board are expected in connection with the consummation of the merger.

        For a more complete description of the material interests of directors of Rockwell Collins and B/E Aerospace in the merger that may be in addition to, or different from, their interests as

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stockholders, see "—Interests of Directors and Executive Officers in the Merger" beginning on page 102.

Headquarters

        Upon completion of the merger, Rockwell Collins' headquarters will remain in Cedar Rapids, Iowa.

Interests of Directors and Executive Officers in the Merger

Interests of Directors and Executive Officers of B/E Aerospace in the Merger

        In considering the recommendation of the B/E Aerospace Board that B/E Aerospace stockholders vote "FOR" the merger proposal, B/E Aerospace stockholders should be aware that B/E Aerospace's directors and executive officers have interests in the merger that may be different from, or in addition to, those of B/E Aerospace stockholders generally. The B/E Aerospace Board was aware of these interests and considered them, among other matters, in approving the merger agreement and recommending that the B/E Aerospace stockholders adopt the merger agreement.

        The following discussion sets forth certain of these interests in the merger of each person who has served as a non-employee director or executive officer of B/E Aerospace since January 1, 2015. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

Consideration Payable for Shares Converted Pursuant to the Merger Agreement

        As of January 18, 2017, the non-employee directors and executive officers of B/E Aerospace beneficially owned, in the aggregate, 269,296 shares of B/E Aerospace common stock (or approximately .3% of the outstanding shares as of such date), which for the purposes of this discussion and the table immediately below does not include shares underlying outstanding unvested restricted stock awards or shares subject to restricted stock units. Each share of B/E Aerospace common stock issued prior to the effective time of the merger (other than canceled shares and dissenting shares) will be converted into the right to receive $34.10 per share in cash, without interest, from Rockwell Collins and a number of validly issued, fully paid and non-assessable shares of Rockwell Collins common stock equal to the exchange ratio and, if applicable, cash in lieu of fractional shares of Rockwell Collins common stock. Upon the conversion of all shares of B/E Aerospace common stock held by the non-employee directors and executive officers of B/E Aerospace, they would receive an aggregate of $16,696,352 in cash, which includes the value of the shares of Rockwell Collins common stock to be issued pursuant to the merger agreement, assuming an exchange ratio of 0.3604 pursuant to the terms of the merger agreement.

        The following table sets forth, as of January 18, 2017, the cash consideration and the value of the Rockwell Collins common stock based on a presumed exchange ratio of 0.3604 that each non-employee

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director and executive officer would receive in respect of their outstanding shares of B/E Aerospace common stock upon conversion pursuant to the merger agreement:

Name
  Number of
B/E Aerospace
Shares(1)
  Amount
Payable(2)
 

Non-Employee Directors

             

James F. Albaugh

    5,224   $ 323,888  

David J. Anderson

    1,224   $ 75,888  

Richard G. Hamermesh

    7,924 (3) $ 491,288  

Jonathan M. Schofield

    37,814   $ 2,344,468  

Mary M. VanDeweghe

    1,244   $ 77,128  

John T. Whates

    2,831   $ 175,522  

Named Executive Officers

             

Sean J. Cromie

    6,071   $ 376,402  

Amin J. Khoury

    120,529   $ 7,472,798  

Werner Lieberherr

    26,975 (4) $ 1,672,450  

Joseph T. Lower

    30,681   $ 1,902,222  

Ryan M. Patch

    7,259   $ 450,058  

Tommy G. Plant

    4,784   $ 296,608  

Other Executive Officers

    16,736   $ 1,037,632  

(1)
The number of shares reflected in this column does not include shares subject to outstanding unvested restricted stock awards or shares underlying unvested restricted stock units. For information with respect to restricted stock awards and restricted stock units, please see "—Treatment of Restricted Stock Awards" and "—Treatment of Restricted Stock Units" beginning on page 103 and page 104, respectively.

(2)
The value of each share of B/E Aerospace common stock is based upon the per share value of the merger consideration from Rockwell Collins, assuming an exchange ratio of 0.3604 determined pursuant to the terms of the merger agreement. See "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128.

(3)
2,000 shares of B/E Aerospace common stock are indirectly held in a trust.

(4)
11,308 shares of B/E Aerospace common stock are indirectly held in a family trust.

Treatment of Restricted Stock Awards

        As of January 18, 2017, non-employee directors and executive officers of B/E Aerospace held an aggregate of 257,531 restricted stock awards, which are referred to as B/E Aerospace restricted stock awards, under a B/E Aerospace equity plan. As described below under "The Merger Agreement—Treatment of B/E Aerospace Stock-Based Awards" beginning on page 130, each unvested B/E Aerospace restricted stock award granted under a B/E Aerospace equity plan prior to the date of the merger agreement will vest as a result of the merger (provided that to the extent that such award is subject to performance conditions, any performance conditions will be deemed to have been satisfied at the maximum level) and such award will be cancelled and converted into the right to receive a lump sum cash payment equal to the product of the merger consideration and the number of shares of B/E Aerospace common stock subject to such B/E Aerospace restricted stock award, with the portion of the merger consideration that consists of shares of Rockwell Collins common stock converted to a lump sum cash payment equal to the product of the applicable number of shares of Rockwell Collins common stock and the stock price of Rockwell Collins common stock, as described in the merger agreement.

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        The following table provides information for the non-employee directors and executive officers of B/E Aerospace as of January 18, 2017, regarding the aggregate number of shares of B/E Aerospace common stock subject to outstanding unvested B/E Aerospace restricted stock awards that will become vested upon consummation of the merger. The number of shares subject to B/E Aerospace restricted stock awards provided in the following table does not include shares of B/E Aerospace common stock that are beneficially owned by the non-employee directors and executive officers as provided in the table immediately above or shares underlying unvested restricted stock units.

Name
  Number of
B/E Aerospace
Shares
Underlying
Unvested Restricted
Stock Awards
  Value of Unvested
Restricted Stock
Awards(1)
 

Non-Employee Directors

             

James F. Albaugh

    1,908   $ 118,296  

David J. Anderson

    1,908   $ 118,296  

Richard G. Hamermesh

    2,687   $ 166,594  

Jonathan M. Schofield

    2,687   $ 166,594  

Mary M. VanDeweghe

    1,908   $ 118,296  

John T. Whates

    2,688   $ 166,656  

Named Executive Officers

             

Sean J. Cromie

    13,939   $ 864,218  

Amin J. Khoury

    96,841   $ 6,004,142  

Werner Lieberherr

    57,448   $ 3,561,776  

Joseph T. Lower

    26,828   $ 1,663,336  

Ryan M. Patch

    15,095   $ 935,890  

Tommy G. Plant

    8,613   $ 534,006  

Other Executive Officers

    24,981   $ 1,548,822  

(1)
The value of each share of B/E Aerospace common stock is based upon the per share value of the merger consideration from Rockwell Collins, assuming an exchange ratio of 0.3604. See "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128.

Treatment of Restricted Stock Units

        As of January 18, 2017, non-employee directors and executive officers of B/E Aerospace held an aggregate of 395,622 restricted stock units, which are referred to as B/E Aerospace RSU awards, under the B/E Aerospace equity plans. As described below under "—Treatment of B/E Aerospace Stock-Based Awards" beginning on page 130, each unvested B/E Aerospace RSU award granted under a B/E Aerospace equity plan prior to the date of the merger agreement will vest as a result of the merger (provided that to the extent that such award is subject to performance conditions, any performance conditions will be deemed to have been satisfied at the maximum level, which, in certain cases, is 200% of target) and such award will be cancelled and converted into the right to receive a lump sum cash payment equal to the product of the merger consideration and the number of shares of B/E Aerospace common stock underlying such B/E Aerospace RSU awards. Accordingly, the number of B/E Aerospace RSU awards for which vesting will accelerate set forth in the table below will be greater than the number of RSU awards outstanding as of January 18, 2017.

        Consistent with past practice, each of Amin J. Khoury, Joseph T. Lower, and Ryan M. Patch, as well as two additional executive officers, all of whose employment will terminate upon consummation of the merger, have been granted on November 15, 2016 B/E Aerospace RSU awards (time- and performance-based), which will vest in full (with performance-based restricted stock units vesting at

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200% of target for Messrs. Khoury, Lower, and Patch and 100% of target for the two additional executive officers) in the event the merger is consummated, and each such executive will be entitled to a lump sum cash payment in cancellation of such awards in accordance with the terms of the merger agreement. Mr. Lieberherr's November 2016 B/E Aerospace RSU awards that are outstanding prior to the effective time of the merger, will be converted to a cash amount (with performance conditions deemed to be satisfied at 200% of target) payable on the first anniversary of the consummation of the merger, provided that he has not resigned without "good reason" (as defined in his employment agreement with Rockwell Collins, as described below). Pursuant to the transaction bonus agreements between B/E Aerospace and each of Messrs. Khoury, Lieberherr, Patch, and Lower, as described further under "—Interests of Directors and Executive Officers in the Merger—Transaction Bonuses" beginning on page 112, if such executive's employment is terminated prior to the consummation of the merger due to the executive's death or disability, by B/E Aerospace for any reason or by the executive for "good reason" (as defined in the executive's employment agreement), the executive will be entitled to the immediate full vesting of the executive's November 2016 B/E Aerospace RSU awards (with performance-based RSUs vesting at 200% of target), with payment to be made upon the consummation of the merger.

        As negotiated as part of the merger agreement, each outstanding B/E Aerospace RSU award that is granted by B/E Aerospace on or following the date of the merger agreement other than the RSU awards described in the immediately preceding paragraph, pursuant to the merger agreement, will upon the consummation of the merger be assumed by Rockwell Collins and converted into restricted stock unit awards covering shares of Rockwell Collins common stock with performance-based B/E Aerospace RSU awards converting to time-based restricted stock units of Rockwell Collins based on achievement of performance-based vesting conditions at 100% of target level.

        The following table provides information for each of the non-employee directors and executive officers of B/E Aerospace as of January 18, 2017, regarding the aggregate number of shares of B/E Aerospace common stock underlying outstanding unvested B/E Aerospace RSU awards for which vesting will accelerate pursuant to the merger agreement.

Name
  Number of
B/E Aerospace Shares
Underlying
Unvested Restricted
Stock Units(1)
  Value of Unvested
Restricted Stock
Units(2)
 

Non-Employee Directors

             

James F. Albaugh

      $  

David J. Anderson

      $  

Richard G. Hamermesh

      $  

Jonathan M. Schofield

      $  

Mary M. VanDeweghe

      $  

John T. Whates

      $  

Named Executive Officers

             

Sean J. Cromie

    37,708   $ 2,337,896  

Amin J. Khoury

    169,485   $ 10,508,070  

Werner Lieberherr

    217,326   $ 13,474,212  

Joseph T. Lower

    88,655   $ 5,496,610  

Ryan M. Patch

    45,219   $ 2,803,578  

Tommy G. Plant

    31,526   $ 1,954,612  

Other Executive Officers

    7,337   $ 454,894  

(1)
Amounts shown in this column represent shares underlying unvested time- and performance-based B/E Aerospace RSU awards. For each B/E Aerospace RSU award subject to performance vesting conditions granted prior to the date of the merger agreement, the amounts included in this column represent such award vesting at 200% of

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(2)
The value of each share of B/E Aerospace common stock is based upon the per share value of the merger consideration from Rockwell Collins, assuming an exchange ratio of 0.3604. See "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128.

Treatment of Non-Employee Director Stock Units

        As of January 18, 2017, non-employee directors of B/E Aerospace held an aggregate of 44,762 stock units under the B/E Aerospace Amended and Restated Non-Employee Directors Stock and Deferred Compensation Plan, which is referred to as the non-employee director plan. As described below under "—Treatment of B/E Aerospace Stock-Based Awards," beginning on page 118, each stock unit payable in shares of B/E Aerospace common stock granted under the non-employee director plan that is outstanding immediately prior to the effective time of the merger will be converted into the right to receive $34.10 per share in cash, without interest, from Rockwell Collins and a number of validly issued, fully paid and non-assessable shares of Rockwell Collins common stock equal to the exchange ratio and, if applicable, cash in lieu of fractional shares of Rockwell Collins common stock.

        The following table provides information for each of the non-employee directors of B/E Aerospace as of January 18, 2017, regarding the aggregate number of shares of B/E Aerospace common stock underlying outstanding stock units which will convert to a cash payment and a number of shares of Rockwell Collins common stock pursuant to the merger agreement.

Name
  Number of
B/E Aerospace Shares
Underlying
Stock Units
  Value of Stock
Units(1)
 

Non-Employee Directors

             

James F. Albaugh

    1,473   $ 91,326  

David J. Anderson

    7,608   $ 471,696  

Richard G. Hamermesh

    12,871   $ 798,002  

Jonathan M. Schofield

    12,112   $ 750,944  

Mary M. VanDeweghe

    7,098   $ 440,076  

John T. Whates

    3,600   $ 223,200  

(1)
The value of each stock unit award is based upon the per share value of the merger consideration from Rockwell Collins, assuming an exchange ratio of 0.3604. See "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128.

Potential Severance Payments in Connection with the Merger

        B/E Aerospace has entered into employment agreements with Amin J. Khoury, Werner Lieberherr, Joseph T. Lower, Sean J. Cromie, Tommy G. Plant, and Ryan M. Patch, as well as two additional executive officers. The employment agreements for Messrs. Khoury, Lieberherr, Lower, and Patch provide for automatic termination, severance payments, and certain other benefits in connection with a change in control. Conversely, the employment agreements for Mr. Cromie and the two additional executive officers provide for certain severance payments in the event of the executive's involuntary termination of employment in connection with a change in control, but do not provide for automatic termination upon a change in control. The employment agreements generally provide for some variation of termination payments equal to the executive's salary and certain other forms of

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compensation payable from the date the executive is terminated until the last valid date of his employment agreement, plus an additional amount equal to a multiple of the executive's salary and/or other forms of compensation.

        In addition, pursuant to the terms of the merger agreement, the existing employment agreements of Messrs. Cromie and Plant will be amended to provide for severance payments equal to the greater of (1) two times the executive's 2017 base salary or (2) the termination payments otherwise provided under the existing terms of the executive's employment agreement, subject to other terms and conditions discussed below.

        The existing employment agreements of the two additional executive officers, whose employment will be terminated in connection with the merger, will also be amended to provide for severance payments equal to the greater of (i) three times the executive's 2017 base salary, as pursuant to a commitment in effect prior to the signing of the merger agreement, or (ii) the termination payments otherwise provided under the existing terms of the executive's employment agreement, subject to other terms and conditions discussed below.

        Under the terms of Messrs. Khoury, Lieberherr, Lower, and Patch's employment agreements, upon the executive's termination, each executive and B/E Aerospace will execute a mutual waiver and release of claims substantially in the form prescribed by their agreement.

        The merger will constitute a "change in control" under each employment agreement.

        The current employment agreements for Messrs. Khoury, Lieberherr, Lower, and Patch first became effective on September 15, 2014, July 29, 2013, October 1, 2014, and July 29, 2013, respectively. The current agreements for Messrs. Cromie and Plant first became effective on May 4, 2012 and February 4, 2013, respectively, and will be amended pursuant to the terms of the merger agreement, as described above.

Severance Terms of Employment Agreements with Messrs. Cromie and Plant

        Under the terms of his existing employment agreement, if the employment of Mr. Cromie is terminated in connection with the merger due to Mr. Cromie's termination by B/E Aerospace without "cause" (as defined in his employment agreement), or Mr. Cromie's resignation on account of a material reduction or change, without Mr. Cromie's agreement, in his position, location, powers, duties or responsibilities, or due to an elimination or a material reduction of any compensation or material benefit payable pursuant to Mr. Cromie's existing employment agreement, B/E Aerospace or its successor will pay Mr. Cromie a lump sum severance payment equal to the sum of the amounts provided below:

        In addition, Mr. Cromie, his spouse, and his eligible dependents will also be entitled to continued coverage under B/E Aerospace's medical, dental, and health plans (except for the executive medical reimbursement plan) generally available to B/E Aerospace's executive officers as of the date of Mr. Cromie's termination on similar terms and conditions as active executives until the earlier of one year from Mr. Cromie's termination or the date on which he becomes eligible for comparable benefits provided by another party.

        Under the terms of his existing employment agreement, Mr. Plant is not entitled to any single- or double-trigger severance payments in connection with the merger.

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        In connection with the merger, B/E Aerospace will amend the existing employment agreements of Messrs. Cromie and Plant to provide that:

Severance Terms of Employment Agreements with Additional Executive Officers

        Under the terms of their existing employment agreements, if the employment of either of the two additional executive officers is terminated in connection with the merger due to the executive's termination by B/E Aerospace without "cause" (as defined in their employment agreement), or the executive's resignation on account of a material reduction or change, without the executive's agreement, in his position, location, powers, duties or responsibilities, or due to an elimination or a material reduction of any compensation or material benefit payable pursuant to the executive's existing employment agreement, B/E Aerospace or its successor will generally pay the executive a lump sum severance payment equal to the sum of the amounts provided below:

        In addition, the two executive officers and certain of their eligible dependents will also be entitled to continued coverage under B/E Aerospace's medical, dental, and health plans (which may include, without limitation, B/E Aerospace's executive medical reimbursement plan) then generally available to B/E Aerospace's executive officers on similar terms and conditions as active executives for a period that may extend to one year following the executive's termination or terminate earlier when the executive becomes eligible for comparable benefits provided by another party.

        Pursuant to the terms of the merger agreement, B/E Aerospace will amend the existing employment agreements of the two additional executive officers to provide that the executive's employment will be terminated upon the consummation of the merger and following such automatic termination:

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Severance Terms of Mr. Khoury's Employment Agreement

        Pursuant to the terms of his employment agreement, Mr. Khoury's employment will be terminated upon the consummation of the merger and B/E Aerospace or its successor will pay Mr. Khoury a lump sum severance payment equal to the sum of the amounts provided below:

        In addition, following any termination of his employment, Mr. Khoury and his spouse, for as long as they each may live, will be entitled to (i) all medical, dental, and health benefits available from time to time to B/E Aerospace's executive officers and their spouses, respectively, on similar terms and conditions as active employees are receiving on the date of Mr. Khoury's termination of employment (provided that the level of such benefits is not less than the benefits available to Mr. Khoury on July 1, 2014, including, without limitation, 100% payment for or reimbursement of medical and dental services or costs incurred by Mr. Khoury and his family (i.e., his spouse, his former spouse, his eligible dependents), the cost of which will be fully paid by B/E Aerospace) and (ii) the benefits available under B/E Aerospace's executive medical reimbursement plan as of the date of Mr. Khoury's termination of employment, but in no event less than those in effect as of July 1, 2014 (the "Post-Employment Benefits").

        Mr. Khoury's agreement provides that if his employment terminates at any time for any reason other than death or incapacity, B/E Aerospace will retain him as a consultant for strategic planning, financial planning, and merger and acquisition advice as well as such other services as may be mutually agreed by Mr. Khoury and B/E Aerospace for a five-year period. During the consulting term, Mr. Khoury is entitled to receive, without limitation, $209,400 in annual consulting fees, an office in Wellington, Florida or another agreed upon location, a full-time assistant, an automobile allowance, and travel in accordance with B/E Aerospace's policy on officer travel. In addition to the compensation, benefits, and perquisites to be provided pursuant to the consulting agreement, Mr. Khoury's agreement further provides that Mr. Khoury will also be entitled to continue to participate in all employee benefit plans, life insurance plans, disability income plans, incentive compensation plans and other benefit plans, as may be from time to time in effect for executives of B/E Aerospace generally, plus the Post-Employment Benefits.

        If any payments from B/E Aerospace to Mr. Khoury under the employment agreement or otherwise would be subject to an excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended, which is referred to as the Code (including any interest or penalties), an accounting firm and a legal advisor to, or other advisor designated by, Mr. Khoury will determine whether to reduce those payments so that they would not be subject to the excise tax. Such payments will be reduced only if doing so would result in greater net after-tax proceeds being received by Mr. Khoury. B/E Aerospace will pay the expenses of the accounting firm, and will reimburse Mr. Khoury for the fees of his legal or other advisor incurred in connection with such determination and any legal and accounting fees incurred in connection with related disputes.

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Severance Terms of Mr. Lieberherr's Employment Agreement and New Employment Agreement with Rockwell Collins

        Pursuant to his existing employment agreement, Mr. Lieberherr's employment will be terminated as of the consummation of the merger and B/E Aerospace or its successor will pay Mr. Lieberherr a lump sum severance payment equal to the sum of the amounts provided below:

        In addition, following any termination of his employment other than for cause, Mr. Lieberherr and his spouse, for as long as they each may live, and his eligible dependents, during such eligibility, will be entitled to (i) all medical, dental, and health benefits available from time to time to B/E Aerospace'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 B/E Aerospace) and (ii) the benefits available under B/E Aerospace'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.

        Should a dispute related to the payments due under Mr. Lieberherr's employment agreement arise in connection with the consummation of the merger, B/E Aerospace will pay all associated legal fees.

        In connection with the merger, Mr. Lieberherr also entered into a new employment agreement with Rockwell Collins, which will become effective upon the consummation of the merger. From and after the effective time of the merger, Mr. Lieberherr's new agreement with Rockwell Collins will govern Mr. Lieberherr's employment with Rockwell Collins. However, under the new employment agreement, Rockwell Collins agrees to honor all the obligations of Mr. Lieberherr's existing agreement with B/E Aerospace that continue following the effective time of the merger (including, without limitation, the benefit continuation, governing law, legal fees, and indemnification provisions of Mr. Lieberherr's agreement with B/E Aerospace). The new agreement with Rockwell Collins also provides for the payment of the severance amounts under Mr. Lieberherr's existing employment agreement pursuant to the terms of such agreement.

        Pursuant to the new employment agreement with Rockwell Collins, Mr. Lieberherr will serve as an Executive Vice President of Rockwell Collins and Chief Operating Officer of Rockwell Collins' aircraft interior systems business unit for an indefinite employment term. Mr. Lieberherr will receive an annual base salary of $875,000, which is subject to upward adjustment by the compensation committee of Rockwell Collins' Board, and will be eligible to receive an annual incentive target bonus equal to not less than 90% of his base salary. In addition, Mr. Lieberherr will receive an automobile allowance of at least $1,700 per month. Mr. Lieberherr will be eligible to participate in and receive benefits under any life or disability insurance, health, executive medical expense reimbursement, pension, retirement, accident and other benefit plans generally available to the executives of Rockwell Collins. Both during and after the term of his employment with Rockwell Collins, Mr. Lieberherr will continue to receive certain benefits pursuant to his existing employment agreement with B/E Aerospace (including, without limitation, executive medical, dental, and health plan benefits and executive health reimbursement benefits based on his base salary as in effect prior to the effective time of the merger).

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        As soon as practicable after the consummation of the merger, Rockwell Collins will grant Mr. Lieberherr a $2,000,000 cash retention award, which will vest and become payable in a lump sum on the first anniversary of the effective date of the merger. In the event Mr. Lieberherr's employment is terminated by Rockwell Collins without "cause" (as defined in his employment agreement with Rockwell Collins) or he resigns for "good reason" (as defined in his employment agreement with Rockwell Collins), the retention award will vest and be paid in a lump sum on the sixtieth day following the date of his termination, subject to Mr. Lieberherr's execution and non-revocation of a mutual waiver and release of claims. Commencing in November 2017 and continuing throughout the term of his employment, Mr. Lieberherr will be eligible to participate in any applicable equity compensation program of Rockwell Collins with terms no less favorable than those provided to Rockwell Collins' other senior executives, provided that the grant date value of annual equity awards granted by Rockwell Collins will have a target value of $1,300,000. Rockwell Collins will also make tax-deferred monthly contributions equal to 7.5% of Mr. Lieberherr's monthly salary to the B/E Aerospace 2010 Deferred Compensation Plan (which is referred to as the DCP). In addition, on January 1 of each year, Rockwell Collins will make a contribution to the DCP in an amount equal to 20% of Mr. Lieberherr's salary in effect at that time. All contributions to the DCP will vest in full on the date of contribution.

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

        Mr. Lieberherr's employment may be terminated by either himself or Rockwell Collins at any time and for any reason. In the event of the termination of Mr. Lieberherr's employment due to his death or incapacity, Mr. Lieberherr 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, as determined by the compensation committee of Rockwell Collins, 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 Liberherr Accrued Amounts.

Severance Terms of Mr. Lower's Employment Agreement

        Pursuant to his employment agreement, Mr. Lower's employment will be terminated as of the consummation of the merger and B/E Aerospace or its successor will pay Mr. Lower a lump sum severance payment equal to the sum of the amounts provided below:

        If any payments from B/E Aerospace to Mr. Lower would be subject to an excise tax under Section 4999 of the Code, an accounting firm and a legal or other advisor to Mr. Lower will determine whether to reduce those payments so that they would not be subject to the excise tax. Such payments will be reduced only if doing so would result in greater net after-tax proceeds being received by Mr. Lower. B/E Aerospace will pay the expenses of the accounting firm, and will reimburse Mr. Lower for the fees of his legal or other advisor.

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Severance Terms of Mr. Patch's Employment Agreement

        Pursuant to his employment agreement, Mr. Patch's employment will be terminated as of the consummation of the merger and B/E Aerospace or its successor will pay Mr. Patch a lump sum severance payment equal to the sum of the amounts provided below:

        In addition, following any termination of his employment other than for cause, Mr. Patch, his spouse/domestic partner, and his dependents, for a period of three years from his termination date, will be entitled to (i) all medical, dental, and health benefits available from time to time to B/E Aerospace's executive officers on similar terms and conditions as active employees (provided that the level of such benefits is not less than the benefits available to Mr. Patch on July 1, 2013), as well as 100% payment for and reimbursement of medical and dental services and costs incurred by Mr. Patch, his spouse/domestic partner, and his dependents, the cost of which will be fully paid by B/E Aerospace, and (ii) the benefits available under B/E Aerospace's executive medical reimbursement plan as of the date of Mr. Patch's termination of employment, but in no event less than those in effect as of July 1, 2013.

        Should a dispute related to the payments due under Mr. Patch's employment agreement arise in connection with the consummation of the merger, B/E Aerospace will pay all associated legal fees.

        If the severance payments and benefits provided under Mr. Patch's employment agreement would be subject to the excise taxes under Section 409A of the Code, he is also entitled to receive (i) a payment sufficient to cover such excise taxes and (ii) an additional gross-up payment sufficient to pay for the taxes arising as a result of that payment.

Grants of Retention Awards

        Pursuant to the merger agreement, Rockwell Collins will, upon consummation of the merger, make grants of Rockwell Collins cash retention awards, which are referred to as parent retention awards, to Messrs. Cromie and Plant with a grant date value equal to 100% of, respectively, Mr. Cromie's and Mr. Plant's base salary, 50% of which parent retention awards will vest and be payable on the six-month anniversary of the consummation of the merger and the remaining 50% on the first anniversary of the consummation of the merger, subject to continued employment through each vesting date.

Transaction Bonuses

        On October 23, 2016, B/E Aerospace entered into transaction bonus agreements with each of Messrs. Khoury, Lieberherr, Patch and Lower. The transaction bonus agreements provide that, upon consummation of the merger, Messrs. Khoury, Lieberherr, Patch and Lower will receive transaction bonuses equal to, respectively, $16,531,462, $8,400,000, $1,680,000 and $1,120,000, subject to the

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executive's continued employment through the date of the consummation of the merger. Each executive will be entitled to receive his transaction bonus (contingent on the consummation of the merger on or before December 31, 2017), if his employment is terminated prior to the consummation of the merger due to his death or disability, by B/E Aerospace for any reason or by the executive for "good reason" (as defined in the executive's employment agreement). In addition, the transaction bonus agreements with Messrs. Lower and Patch include a non-compete covenant covering the period during the executive's employment and 18 (for Mr. Lower) or 12 (for Mr. Patch) months following the executive's termination.

        To the extent that any payments or benefits under the transaction bonus agreements, in combination with any other severance and change in control payments and benefits, otherwise constitute "parachute payments" then such payments and benefits will be "cut-back" or reduced to the extent necessary, such that no portion of the payments and benefits is subject to the imposition of excise taxes, but only if the net amount of such payment and benefits, as so reduced (and after subtracting any additional taxes due on such reduced payments and benefits) is greater than or equal to the net amount of such payments and benefits without such reduction (but after subtracting the net amount of excise taxes and all additional taxes due on such unreduced payments and benefits).

Quantification of Potential Payments

        The severance payments and benefits to each executive officer (excluding the two additional executive officers) are set forth below in "—Payments Upon a Change in Control and a Qualifying Termination," and assume the closing of the merger occurred on January 26, 2017, which is the latest practicable date prior to the filing of this proxy statement, and such executive officer's employment is terminated by the executive officer for "good reason" (as defined in his November 2016 award agreement) or by the surviving corporation without "cause" (as defined in the executive officer's employment agreement) (which we refer to as a qualifying termination), if applicable, immediately after the closing of the merger. Payments included in "—Payments Upon a Change in Control and a Qualifying Termination" assume that severance payments and benefits are provided under the applicable officer's employment agreement (which, in the case of Mr. Lieberherr, refers to his new employment agreement with Rockwell Collins, and, in the case of Messrs. Cromie and Plant, will be the executives' employment agreements, as such agreements will be amended in connection with the merger). The two additional executive officers not covered under the table for "—Payments Upon a Change in Control and a Qualifying Termination" would be entitled to receive an aggregate amount of approximately $3,017,122 pursuant to their employment agreements, as such agreements will be amended in connection with the merger.

Indemnification and Insurance

        The merger agreement provides that, for six years following the effective time of the merger, Rockwell Collins or the surviving corporation will provide current and former directors and officers of B/E Aerospace with exculpation, indemnification and advancement of expenses no less favorable than currently provided by equivalent provisions of the B/E Aerospace's certificate of incorporation and B/E Aerospace's bylaws as in effect immediately prior to the effective time of the merger. In addition, prior to the merger, B/E Aerospace or Rockwell Collins will cause the surviving corporation as of or after the effective time, to purchase a six-year prepaid policy, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under B/E Aerospace's existing policies of directors' and officers' liability insurance and fiduciary liability insurance, with respect to matters arising on or before the effective time, including in connection with the merger agreement and the transactions contemplated thereby (provided that B/E Aerospace will not pay, and the surviving corporation will not be required to pay, in excess of 300% of the last annual premium paid by B/E Aerospace prior to the date of the merger agreement in respect of such policy).

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New Compensation Arrangements with Rockwell Collins

        As described under "—Governance of Rockwell Collins Following Completion of the Merger" beginning on page 101, the Rockwell Collins Board will be increased by two members to a total of eleven members, and Richard G. Hamermesh and John T. Whates, members of the B/E Aerospace Board, will be appointed to the Rockwell Collins Board.

        Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Rockwell Collins or the surviving corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Rockwell Collins or the surviving corporation.

Golden Parachute Compensation

        The following table sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the named executive officers, which are referred to as NEOs, of B/E Aerospace (i) that is based on or otherwise becomes payable immediately prior to, or upon the effectiveness of, the merger, assuming the closing of the merger occurred on January 18, 2017, which is the latest practicable date prior to the filing of this proxy statement, (ii) that becomes payable upon the termination of employment of such NEO if such termination is a qualifying termination and occurs immediately after the closing of the merger, as well as additional amounts payable in connection with the termination or (iii) that otherwise relates to the merger. In connection with the merger, Mr. Lieberherr's existing employment agreement with B/E Aerospace will be replaced by a new employment agreement with Rockwell Collins, pursuant to which Rockwell Collins will continue to honor all the obligations of Mr. Lieberherr's existing agreement with B/E Aerospace that survive following the effective time of the merger, as described more fully above under "—Severance Terms of Mr. Lieberherr's Employment Agreement."

        The following table does not include any amount that would be payable upon any termination of service that is not in connection with the merger.

        The payments described in the table below are made pursuant to the arrangements discussed in "—Potential Severance Payments in Connection with the Merger" beginning on page 106.

Golden Parachute Compensation Table

Name
  Cash(1)   Equity(2)   Perquisites/
Benefits(3)
  Other   Total  

Amin Khoury

  $ 16,531,462   $ 15,854,387   $   $   $ 32,385,849  

Werner Lieberherr

  $ 12,641,232   $ 16,357,296   $ 140,465   $   $ 29,138,993  

Joseph T. Lower

  $ 3,029,620   $ 6,874,703   $   $   $ 9,904,323  

Sean J. Cromie

  $ 1,182,083   $ 3,074,546   $ 14,921   $   $ 4,271,550  

Tommy G. Plant

  $ 1,295,277   $ 2,389,475   $   $   $ 3,684,752  

Ryan M. Patch

  $ 4,350,062   $ 3,590,492   $ 90,037   $   $ 8,030,591  

(1)
Amounts shown reflect cash severance payments under the executive's employment agreement, and any applicable transaction bonuses. For Mr. Khoury, the amount in this column represents a transaction bonus payment equal to $16,531,462. For Mr. Lieberherr, the amount in this column represents a cash severance payment equal to $4,241,232 and a transaction bonus payment equal to $8,400,000. For Mr. Lower, the amount in this column represents a cash severance payment equal to $1,909,620 and a transaction bonus payment equal to $1,120,000. For Mr. Cromie, the amount in this column represents a cash severance payment equal to $1,182,083. For Mr. Plant, the amount in this column represents a cash severance payment equal to $803,400 and payment of a pro-rated annual incentive bonus for 2016, calculated based on actual performance at 185% of

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(2)
Amounts shown reflect the value provided in respect of B/E Aerospace restricted stock awards and B/E Aerospace RSU Awards, as more fully described above under "—Treatment of Restricted Stock Awards" and "—Treatment of Restricted Stock Units." The amounts in this column are calculated based on a per share value of $59.53, which was B/E Aerospace's average closing market price over the first five business days following the first public announcement of the merger, as required by Item 402(t) of Regulation S-K, multiplied by the number of B/E Aerospace restricted stock awards and B/E Aerospace RSU Awards outstanding on a presumed closing date of January 18, 2017 and that would vest on a double trigger basis at the effective time of the merger. All amounts included in this column are single-trigger benefits in that they will only be paid upon the consummation of the merger. For Mr. Khoury, the amount in this column represents payments of $5,764,945 and $10,089,442 for his unvested and accelerated B/E Aerospace restricted stock awards and B/E Aerospace RSU awards, respectively. For Mr. Lieberherr, the amount in this column represents payments of $3,419,879 and $12,937,417 for his unvested and accelerated B/E Aerospace restricted stock awards and B/E Aerospace RSU awards, respectively. For Mr. Lower, the amount in this column represents payments of $1,597,071 and $5,277,632 for his unvested and accelerated B/E Aerospace restricted stock awards and B/E Aerospace RSU awards, respectively. For Mr. Cromie, the amount in this column represents payments of $829,789 and $2,244,757 for his unvested and accelerated B/E Aerospace restricted stock awards and B/E Aerospace RSU awards, respectively. For Mr. Plant, the amount in this column represents payments of $512,732 and $1,876,743 for his unvested and accelerated B/E Aerospace restricted stock awards and B/E Aerospace RSU awards, respectively. For Mr. Patch, the amount in this column represents payments of $898,605 and $2,691,887 for his unvested and accelerated B/E Aerospace restricted stock awards and B/E Aerospace RSU awards, respectively.

(3)
Amounts shown reflect continuation of all medical, dental and health benefits as well as the benefits under the Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc. The amounts associated with the medical, dental and health benefits are calculated using 2016 enrollment rates and severance agreement terms, and represent the value of coverage for one year post-termination. The amounts included in this column are double-trigger benefits and will be paid upon termination of employment. However, pursuant to the employment agreements of Messrs. Lieberherr and Patch, termination will occur automatically upon consummation of the merger.

Director and Officer Indemnification

        Under the merger agreement, certain indemnification and insurance rights exist in favor of B/E Aerospace and its subsidiaries' current and former directors and officers. See "—Interests of Directors and Executive Officers in the Merger—Indemnification and Insurance" beginning on page 113 for information about these rights.

Accounting Treatment

        Rockwell Collins prepares its financial statements in accordance with GAAP. The transaction will be accounted for by applying the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations, or ASC 805, which requires the determination of the acquirer, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of

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goodwill. The accounting guidance provides that in identifying the acquiring entity in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including the relative voting rights of the stockholders of the constituent companies in the combined entity, the composition of the board of directors and senior management of the surviving corporation, the relative size of each company and the terms of the exchange of equity securities in the business combination, including payment of any premium.

        Based on the fact that current Rockwell Collins Board members will represent a majority of the directors of the Rockwell Collins Board immediately following completion of the transaction, Rockwell Collins stockholders will own approximately 80.8% of the stock of the surviving corporation with B/E Aerospace stockholders receiving a premium (as of the date preceding the transaction announcement) over the fair market value of their shares on such date, as well as other terms of the transaction, Rockwell Collins is considered to be the acquirer of B/E Aerospace for accounting purposes.

        Accordingly, Rockwell Collins will allocate the purchase price to the fair value of B/E Aerospace's assets and liabilities at the acquisition date. To the extent the net fair value of the assets acquired and liabilities assumed is less than the purchase price, goodwill will be recognized for the difference. Currently, the preliminary purchase price allocation indicates that goodwill will be recognized because the preliminary net fair value of the assets to be acquired and liabilities to be assumed is less than the preliminary purchase price.

        All unaudited pro forma condensed combined consolidated financial statements contained in this joint proxy statement/prospectus were prepared using the acquisition method of accounting. The final allocation of the purchase price will be determined after the transaction is completed and after completion of an analysis to determine the estimated net fair value of B/E Aerospace's assets and liabilities. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Any decrease in the estimated net fair value of the assets and liabilities of B/E Aerospace as compared to the unaudited pro forma information included in this joint proxy statement/prospectus will have the effect of increasing the goodwill recognized related to the transaction.

Regulatory Approvals Required for the Merger

        To complete the merger, Rockwell Collins and B/E Aerospace must obtain approvals or consents from, or make filings with, a number of United States federal, state and foreign antitrust regulators. We describe below the material United States federal, state and foreign approvals. Rockwell Collins and B/E Aerospace are not currently aware of any other material governmental consents, approvals or filings that are required prior to the parties' completion of the transaction other than those we describe below. If additional approvals, consents and filings are required to complete the transaction, Rockwell Collins and B/E Aerospace intend to seek such consents and approvals and make such filings.

        Rockwell Collins and B/E Aerospace expect to complete the transaction in the spring of 2017. Although Rockwell Collins and B/E Aerospace believe that they will receive the required consents and approvals described below to complete the transaction, we cannot give any assurance as to the timing of these consents and approvals or as to Rockwell Collins' and B/E Aerospace's ultimate ability to obtain such consents or approvals (or any additional consents or approvals which may otherwise become necessary) or that we will obtain such consents or approvals on terms and subject to conditions satisfactory to Rockwell Collins and B/E Aerospace. The receipt of the regulatory approvals (as described hereinafter) is a condition to the obligation of each of Rockwell Collins and B/E Aerospace to complete the merger. For more information about the receipt of regulatory approvals as a condition to closing under the merger agreement, see the section entitled "The Merger Agreement—Covenants and Agreements—Appropriate Actions; Consents; Filings" beginning on page 139.

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Hart-Scott-Rodino Antitrust Improvements Act

        The merger is subject to the requirements of the HSR Act and the related rules and regulations, which provide that certain transactions may not be completed until required information has been furnished to the DOJ and the FTC and until certain waiting periods have been terminated, have expired or approval has been obtained. The HSR Act requires Rockwell Collins and B/E Aerospace to observe a 30-day waiting period after the submission of their HSR filings before consummating their transaction, unless the waiting period is terminated early.

        On November 7, 2016, each of Rockwell Collins and B/E Aerospace filed a Notification and Report Form under the HSR Act with the DOJ and the FTC, which filings started the initial 30-day waiting period required by the HSR Act. The required 30-day waiting period expired at 11:59 Eastern time on December 7, 2016.

Other Regulatory Approvals

        The merger is also subject to antitrust review by governmental authorities in several foreign jurisdictions in which the companies have a sufficient market presence to require filings. The parties are making filings in Europe, China, the Philippines, South Korea and Turkey.

Europe

        Based on the businesses in which Rockwell Collins and B/E Aerospace are engaged, a merger filing with the European Commission, which is referred to as the EC, and observation of the applicable review period under the EU Merger Regulation (Council Regulation (EC) No. 139/2004) is required before the merger agreement and the transactions contemplated thereby may close. The initial review period is 25 EC working days from filing of the EU notification, and can be extended to 35 EC working days if commitments are offered by the parties (Phase I) or by an additional 20 EC working days at the request of Rockwell Collins and B/E Aerospace. The review period may be further extended for an additional 90 EC working days or for an even longer period of time for an in-depth investigation (Phase II).

China

        Based on the businesses in which Rockwell Collins and B/E Aerospace are engaged, a merger notification will be made to the Anti-Monopoly Bureau of the Ministry of Commerce of China. Under the anti-monopoly law, the transactions may not be consummated until the expiration of a 30 calendar day review period following the complete filing of a notification concerning the merger agreement and the transactions contemplated thereby (Phase I). The review period may be extended for an additional 90 calendar days (Phase II) and further for an additional 60 calendar days in the event of an in-depth investigation (Phase III).

South Korea

        Based on the businesses in which Rockwell Collins and B/E Aerospace are engaged, an antitrust notification is required to the Korea Fair Trade Commission, which is referred to as the KFTC, Under the Monopoly Regulation and Fair Trade Act, the transactions may not be consummated until the expiration of a 30 calendar day review period following the complete filing of a notification concerning the merger agreement and the transactions contemplated thereby (Phase I). The review period may be extended for an additional 90 calendar days at the KFTC's discretion (Phase II).

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Philippines

        Based on the businesses in which Rockwell Collins and B/E Aerospace are engaged, a merger notification must be made to the Philippine Competition Commission. Under the Philippine Competition Act, the transactions may not be consummated until the expiration of a 30 calendar day review period following the complete filing of a notification concerning the merger agreement and the transactions contemplated thereby (Phase I). The review period may be extended for an additional 60 calendar days for an in-depth investigation (Phase II).

Turkey

        Based on the businesses in which Rockwell Collins and B/E Aerospace are engaged, Turkish competition law requires notification of and approval by the Turkish Competition Authority because the merger exceeds certain thresholds. The transactions may not be consummated until the expiration of a 30 calendar day review period following receipt of the complete notification (Phase I). The review period may be extended for an additional 6 months at the Authority's discretion (Phase II).

Treatment of B/E Aerospace's Existing Debt; Financing

        In connection with the merger, the parties intend to terminate B/E Aerospace's existing revolving credit facility and term loan facility. Rockwell Collins' obligation to complete the merger is not conditioned upon its obtaining financing. Rockwell Collins anticipates that approximately $3.6 billion will be required to pay the aggregate cash portion of the merger consideration to the B/E Aerospace stockholders. Rockwell Collins intends to fund the cash component of the merger through sources of debt financing.

        For a more complete description of sources of funding for the merger, see "—Source of Funding for the Merger" beginning on page 123.

Treatment of B/E Aerospace Stock-Based Awards

Treatment of B/E Aerospace Restricted Stock Awards and RSU Awards

        Upon completion of the merger, each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted prior to the date of the merger agreement will (i) become fully vested and, to the extent such award is subject to performance conditions, such performance conditions will be deemed satisfied at the maximum level and (ii) be cancelled and converted into the right to receive a lump sum cash payment per share of B/E Aerospace common stock underlying such award equal to the value of the per share merger consideration less any applicable withholding taxes. Upon completion of the merger, except for outstanding restricted stock unit awards granted to the executive officers of B/E Aerospace in November 2016, consistent with past practice, which will be cancelled and converted into a cash payment pursuant to their terms, each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted on or following the date of the merger agreement will be assumed by Rockwell Collins and converted into a Rockwell Collins award of restricted stock or restricted stock unit award, as applicable, which will vest subject to the grantee's continued service with Rockwell Collins or its affiliates through each applicable vesting date (with any performance conditions that were applicable to the B/E Aerospace award deemed satisfied at target level performance and following the closing, the converted Rockwell Collins award subject only to time-based vesting) covering a number of shares of Rockwell Collins common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of B/E Aerospace that were subject to the B/E Aerospace award by a ratio of the value of the merger consideration divided by the Rockwell Collins stock price (with the value of the stock consideration portion of the merger consideration determined by multiplying the number of such shares of Rockwell Collins common stock by the Rockwell Collins stock price).

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Treatment of B/E Aerospace Stock Units

        Each stock unit credited to the account of any current or former director under the B/E Aerospace Amended and Restated Non-Employee Directors Stock and Deferred Compensation Plan that is outstanding immediately prior to the effective time of the merger, which is referred to as the effective time, will be converted into the right to receive the merger consideration.

        For a more complete description of the treatment of outstanding restricted stock unit awards granted to the executive officers of B/E Aerospace in November 2016, see "—Interests of Directors and Executive Officers in the Merger" beginning on page 102.

        Any applicable withholding taxes resulting from this treatment will be satisfied by reducing the amount of cash, if any, that would otherwise be provided to holders of such awards. If no cash is to be provided to a holder of such an award or if the amount of cash that would otherwise be provided to a holder of such awards is not sufficient to cover the applicable withholding taxes, then the number of shares of Rockwell Collins common stock that would otherwise be provided to the holder in accordance with the terms described above will be reduced to the extent necessary to cover the shortfall.

Appraisal Rights

Rockwell Collins Stockholders Appraisal Rights

        Under Delaware law, Rockwell Collins stockholders will not be entitled to any appraisal rights in connection with the merger or any other transactions described in this joint proxy statement/prospectus.

B/E Aerospace Stockholders Appraisal Rights

        Record holders of B/E Aerospace common stock who comply with the procedures summarized below will be entitled to appraisal rights if the merger is completed. Under Section 262 of the General Corporation Law, which is referred to as Section 262, holders of shares of B/E Aerospace common stock with respect to which appraisal rights are properly demanded and perfected and not withdrawn or lost are entitled, in lieu of receiving the merger consideration, to have the "fair value" of their shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) at the effective time, judicially determined and paid to them in cash by complying with the provisions of Section 262. B/E Aerospace is required to send a notice to that effect to each stockholder not less than 20 days prior to the B/E Aerospace special meeting. This joint proxy statement/prospectus constitutes that notice to the record holders of B/E Aerospace common stock.

        The following is a brief summary of Section 262, which sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of the applicable requirements, and is qualified in its entirety by reference to Section 262, a copy of the text of which is attached to this joint proxy statement/prospectus as Annex E. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 contained in Annex E. Failure to comply timely and properly with the requirements of Section 262 may result in the loss of your appraisal rights under the DGCL. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

        Stockholders of record who desire to exercise their appraisal rights must do all of the following: (i) not vote in favor of the adoption of the merger agreement, (ii) deliver in the manner set forth below a written demand for appraisal of the stockholder's shares to the Secretary of B/E Aerospace before the vote on the adoption of the merger agreement at the B/E Aerospace special meeting, (iii) continuously hold the shares of record from the date of making the demand through completion of the merger and (iv) otherwise comply with the requirements of Section 262.

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        Only a holder of record of B/E Aerospace common stock is entitled to demand an appraisal of the shares registered in that holder's name. A demand for appraisal must be executed by or for the stockholder of record. The demand should set forth, fully and correctly, the stockholder's name as it appears on the certificates representing shares. If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an agent of two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose that, in exercising the demand, the agent is acting as agent for the record owner.

        A record owner, such as a broker, who holds shares as a nominee for others may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which the holder is the record owner. In that case, the written demand must set forth the number of shares covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares outstanding in the name of the record owner.

        Beneficial owners who are not record owners and who intend to exercise appraisal rights should consult with the record owner to determine the appropriate procedures for having the record holder make a demand for appraisal with respect to the beneficial owner's shares. Any holder of shares held in "street name" who desires appraisal rights with respect to those shares must take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record owner of the shares. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depository, such as Cede & Co., The Depository Trust Company's nominee. A demand for appraisal with respect to such shares must be made by or on behalf of the depository nominee and it must identify the depository nominee as the record owner. Any beneficial holder of shares desiring appraisal rights with respect to such shares which are held through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder.

        As required by Section 262, a demand for appraisal must be in writing and must reasonably inform B/E Aerospace of the identity of the record holder (which might be a nominee as described above) and of such holder's intention to seek appraisal of the holder's shares.

        Stockholders of record who elect to demand appraisal of their shares must mail or deliver their written demand to: B/E Aerospace, Inc., 1400 Corporate Center Way, Wellington, Florida 33414, Attention: Ryan M. Patch, Vice President—Law, General Counsel and Secretary. The written demand for appraisal should specify the stockholder's name and mailing address. The written demand must reasonably inform B/E Aerospace that the stockholder intends thereby to demand an appraisal of his, her or its shares. The written demand must be received by B/E Aerospace prior to the vote on the Merger proposal at the B/E Aerospace special meeting. Neither voting (in person or by proxy) against, abstaining from voting on or failing to vote on the adoption of the merger agreement will alone suffice to constitute a written demand for appraisal within the meaning of Section 262. In addition, the stockholder must not vote its shares of B/E Aerospace common stock in favor of adoption of the merger agreement. An executed proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the merger agreement and will cause the stockholder's right of appraisal to be lost. Therefore, a stockholder who desires to exercise appraisal rights should either (i) refrain from executing and submitting the enclosed proxy card or (ii) vote by proxy against the adoption of the merger agreement or affirmatively register an abstention with respect thereto.

        Notwithstanding a stockholder's compliance with the foregoing requirements, Section 262 provides that, because immediately prior to the merger B/E Aerospace common stock was listed on a national securities exchange, the Delaware Chancery Court will dismiss the proceedings as to all holders of

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shares of B/E Aerospace common stock who are otherwise entitled to appraisal rights unless (i) the total number of shares of B/E Aerospace common stock entitled to appraisal exceeds 1% of the outstanding shares of B/E Aerospace common stock or (ii) the value of the consideration provided in the merger for such total number of shares of B/E Aerospace common stock entitled to appraisal exceeds $1 million.

        Within 120 days after completion of the merger, but not thereafter, either the surviving corporation in the merger or any stockholder who has timely and properly demanded appraisal of such stockholder's shares and who has complied with the requirements of Section 262 and is otherwise entitled to appraisal rights, or any beneficial owner for which a demand for appraisal has been properly made by the record holder, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares of all stockholders who have properly demanded appraisal. There is no present intent on the part of B/E Aerospace as the surviving corporation to file an appraisal petition and stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file such a petition or that the surviving corporation will initiate any negotiations with respect to the fair value of such shares. Accordingly, stockholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262.

        Within 120 days after completion of the merger, any stockholder who has complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares of B/E Aerospace common stock not voting in favor of the merger and with respect to which demands for appraisal were received by the surviving corporation and the number of holders of such shares. A person who is the beneficial owner of shares held in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the surviving corporation for the statement described in the previous sentence. Such statement must be mailed within 10 days after the written request therefor has been received by the surviving corporation.

        If a petition for appraisal is duly filed by a B/E Aerospace stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of B/E Aerospace common stock and with whom agreements as to the value of their shares of B/E Aerospace common stock have not been reached. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. Where proceedings are not dismissed, the appraisal proceeding will be conducted, as to the shares of B/E Aerospace common stock owned by such stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings.

        After a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the shares owned by those stockholders, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid, if any, upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion

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determines otherwise for good cause shown, interest from the date the merger is completed through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the date the merger is completed and the date of payment of the judgment. Notwithstanding the foregoing, at any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash (which will be treated as an advance against the payment due to such stockholder), in which case interest shall accrue after such payment only upon the sum of (i) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery and (ii) interest theretofore accrued, unless paid at that time. When the fair value is determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, on the amount determined to be fair value, to the stockholders entitled to receive the same upon the surrender by such holders of the certificates representing their shares, if any, or, immediately in the case of any uncertificated shares. The parties have made no determination as to whether such a payment will be made if the merger is consummated, and B/E Aerospace reserves the right to make such a payment upon the consummation of the merger.

        In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al., the Delaware Supreme Court stated that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor,  Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        Stockholders considering seeking appraisal should bear in mind that the fair value of their shares determined under Section 262 could be more than, the same as, or less than the merger consideration they are entitled to receive pursuant to the merger agreement if they do not seek appraisal of their shares, and that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a transaction are not opinions as to fair value under Section 262. Each of Rockwell Collins and B/E Aerospace reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the "fair value" of a share of B/E Aerospace common stock is less than the applicable merger consideration.

        The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys' and expert witness fees. The Delaware Court of Chancery may order that all or a portion of the expenses incurred by such stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses.

        From and after the date of completion of the merger, any stockholder who has duly demanded appraisal in compliance with Section 262 will not, after completion of the merger, be entitled to vote

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for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to completion of the merger.

        Within 10 days after the effective time, the surviving corporation must give notice of the date that the merger became effective to each of B/E Aerospace's stockholders who has properly filed a written demand for appraisal, who did not vote in favor of the proposal to adopt the merger agreement and who has otherwise complied with Section 262. At any time within 60 days after completion of the merger, any stockholder who has demanded appraisal and who has not commenced an appraisal proceeding or joined that proceeding as a named party will have the right to withdraw such stockholder's demand for appraisal and to accept the cash and Rockwell Collins common stock to which the stockholder is entitled pursuant to the merger. After this period, the stockholder may withdraw such stockholder's demand for appraisal only with the written approval of the surviving corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after completion of the merger, stockholders' rights to appraisal will cease and all stockholders will be entitled only to receive the merger consideration as provided for in the merger agreement. No petition timely filed in the Delaware Court of Chancery demanding appraisal will be dismissed as to any stockholders without the approval of the Delaware Court of Chancery, and that approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. However, the preceding sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined the proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger within 60 days after completion of the merger.

        The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262, a copy of the text of which is attached as Annex E to this joint proxy statement/prospectus.

        Failure to comply strictly with all the procedures set forth in Section 262 may result in the loss of a stockholder's statutory appraisal rights. Consequently, if you wish to exercise your appraisal rights, you are strongly urged to consult a legal advisor before attempting to exercise your appraisal rights.

Source of Funding for the Merger

        Rockwell Collins' obligation to complete the merger is not conditioned upon its obtaining financing.

        Rockwell Collins anticipates that approximately $3.6 billion will be required to pay the aggregate cash portion of the merger consideration to the B/E Aerospace stockholders. Rockwell Collins expects to issue up to $4.35 billion in aggregate principal amount of its senior unsecured notes in one or more public offerings or private placements and borrow up to $1.5 billion under a new senior unsecured syndicated term loan facility. Rockwell Collins has entered into a committed bridge loan credit facility of $4.35 billion that would be funded only to the extent some or all of the senior unsecured notes described above are not issued prior to the consummation of the acquisition. Rockwell Collins expects to fund approximately $3.6 billion (based on the outstanding shares of B/E Aerospace common stock on January 26, 2017) for the aggregate cash portion of the merger consideration payable to the B/E Aerospace stockholders through the debt financing described above.

NYSE Listing of Rockwell Collins Common Stock; Delisting and Deregistration of B/E Aerospace Common Stock

        Prior to the completion of the merger, Rockwell Collins has agreed to use its reasonable best efforts to cause the shares of Rockwell Collins common stock to be issued in connection with the merger to be approved for listing on the NYSE. The listing of the shares of Rockwell Collins common

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stock on the NYSE, subject to official notice of issuance, is also a condition to completion of the merger.

        If the merger is completed, B/E Aerospace common stock will cease to be listed on the NASDAQ and B/E Aerospace common stock will be deregistered under the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act.

Litigation Relating to the Merger

        In connection with the merger, two purported B/E Aerospace stockholders filed two putative class action complaints in the Court of Chancery in the State of Delaware seeking to enjoin the merger and other relief and, at the same time, moved to expedite proceedings. The lawsuits were captioned The Vladimir Gusinsky Living Trust v. B/E Aerospace, et. al., C.A. No. 12957-VCS (Del. Ch.) (filed December 1, 2016) and Sharon Klein v. B/E Aerospace, et. al., C.A. No. 12969-VCS (Del. Ch.) (filed December 8, 2016). On December 21, 2016, the two lawsuits were consolidated under the caption In re B/E Aerospace, Inc. Stockholder Litigation, Consol. C.A. No. 12957-VCS, with the complaint filed on December 1, 2016 in the Gusinsky action as the operative complaint. The defendants in the consolidated action are B/E Aerospace, the members of the B/E Aerospace Board, Rockwell Collins and Merger Sub. The defendants filed motions to dismiss on December 23, 2016. On January 9, 2017, following Rockwell Collins' and B/E Aerospace's agreement to make certain supplemental disclosures, plaintiffs informed the Court of Chancery that they were withdrawing their motion to expedite proceedings.

        The complaint in the consolidated action alleges, among other things, that the directors of B/E Aerospace breached their fiduciary duties by misstating and/or omitting material information from the Form S-4 filed by Rockwell Collins on November 23, 2016, and that the corporate defendants aided and abetted such alleged breaches of fiduciary duties.

        In connection with the merger, one purported B/E Aerospace stockholder filed one putative class action lawsuit in the United States District Court for the Southern District of Florida seeking to enjoin the merger and other relief. The lawsuit is captioned Kipp Dodds v. B/E Aerospace, et. al., Case 1:16-cv-25038-KMM (S.D. Fla.) (filed December 5, 2016). The defendants are B/E Aerospace and the members of the B/E Aerospace Board. The defendants have not yet responded to the complaint in this lawsuit.

        The complaint in the Dodds action alleges, among other things, that the Form S-4 filed by Rockwell Collins on November 23, 2016 misstates and/or omits material information under Sections 14(a) and 20(a) of the Securities and Exchange Act of 1934, SEC Rule 14a-9 and 17 C.F.R. § 244.100. On January 5, 2017, plaintiff filed a motion for preliminary injunction to enjoin the B/E Aerospace shareholder vote on the merger. On January 20, 2017, following Rockwell Collins' and B/E Aerospace's agreement to make certain supplemental disclosures, plaintiff withdrew his motion for preliminary injunction on the basis that the supplemental disclosures mooted the disclosure claims asserted in the Dodds action, and the court entered an electronic order denying the motion for preliminary injunction as moot.

        The outcome of these lawsuits and any additional lawsuits filed in the future is uncertain. One of the conditions to the closing of the merger is that no governmental authority has issued or entered any order after the date of the merger agreement having the effect of enjoining or otherwise prohibiting the consummation of the merger or the other transactions contemplated by the merger agreement, and these lawsuits seek an order enjoining consummation of the merger. If the cases are not resolved, these lawsuits could prevent or delay completion of the merger and result in substantial costs to Rockwell Collins and B/E Aerospace, including, but not limited to, costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the

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time the merger is completed may adversely affect Rockwell Collins' and B/E Aerospace's business, financial condition, results of operations and cash flows.

U.S. Federal Income Tax Consequences

Tax Consequences of the Merger

        The following is a general discussion of the United States federal income tax consequences of the merger to U.S. holders and non-U.S. holders (each as defined below) of B/E Aerospace common stock who hold their stock as a capital asset within the meaning of Section 1221 of the Code. The summary is based on the Code, the U.S. Treasury Regulations issued under the Code, and administrative rulings and court decisions in effect as of the date of this joint proxy statement/prospectus, all of which are subject to change at any time, possibly with retroactive effect. Because holders of Rockwell Collins common stock will retain their shares of Rockwell Collins common stock in the merger, the transaction should have no tax consequences for such stockholders.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner of B/E Aerospace common stock that is for U.S. federal income tax purposes (1) a citizen or individual resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States, (3) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (4) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes. A "non-U.S. holder" means a beneficial owner of B/E Aerospace common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

        This summary is not a complete description of all the tax consequences of the merger and, in particular, may not address United States federal income tax considerations applicable to holders of B/E Aerospace common stock who are subject to special treatment under U.S. federal income tax law (including, for example, partnerships (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) and partners therein, financial institutions, dealers in securities, insurance companies or tax-exempt entities, U.S. expatriates, former long-term residents of the United States, holders who acquired B/E Aerospace common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, and holders who hold B/E Aerospace common stock as part of a hedge, straddle or conversion transaction). Also, this summary does not address U.S. federal income tax considerations applicable to holders of options or warrants to purchase B/E Aerospace common stock, or holders of debt instruments convertible into B/E Aerospace common stock. In addition, no information is provided with respect to the tax consequences of the merger under the U.S. federal estate, gift, Medicare, and alternative minimum tax laws, or any applicable state, local, or foreign tax laws. This summary does not address the tax consequences of any transaction other than the merger.

        The tax consequences of the merger will depend on your specific situation. You should consult your own tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

Tax Consequences to U.S. Holders

        The receipt of the merger consideration by U.S. holders in exchange for shares of B/E Aerospace common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives the merger

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consideration in exchange for shares of B/E Aerospace common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the amount of cash, including cash received in lieu of fractional shares, and the fair market value of Rockwell Collins common stock received in the merger and (2) the U.S. holder's adjusted tax basis in its B/E Aerospace common stock exchanged therefor.

        If a U.S. holder's holding period in the shares of B/E Aerospace common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of B/E Aerospace common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of B/E Aerospace common stock.

        A U.S. holder's aggregate tax basis in Rockwell Collins common stock received in the merger will equal the fair market value of the Rockwell Collins common stock as of the effective time. The holding period of the Rockwell Collins common stock received in the merger will begin on the day after the merger.

Tax Consequences to Non-U.S. Holders

        Payments made to a non-U.S. holder in exchange for shares of B/E Aerospace common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

        Gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates. Any gain described in the first bullet point above of a non-U.S. holder that is a corporation may also be subject to an additional "branch profits tax" at a 30% rate (or lower applicable treaty rate). A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a rate of 30% (or a lower applicable treaty rate) on any gain realized, which may be offset by U.S.-source capital losses recognized in the same taxable year. If the third bullet point above applies to a non-U.S. holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. B/E Aerospace believes that it has not been a "U.S. real property holding corporation" for U.S. federal income tax purposes at any time during the five-year period preceding the merger.

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Information Reporting and Backup Withholding

        Payments made in exchange for shares of B/E Aerospace common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding. To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an Internal Revenue Service Form W-9, certifying under penalties of perjury that such U.S. holder is a "United States person" (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

        A non-U.S. holder may be subject to information reporting and backup withholding on the merger consideration received in exchange for B/E Aerospace common stock unless the Non-U.S. Holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate version of Internal Revenue Service Form W-8.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

        Holders of B/E Aerospace common stock are urged to consult their own tax advisors with respect to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

Restrictions on Sales of Shares of Rockwell Collins Common Stock Received in the Merger

        All shares of Rockwell Collins common stock received by B/E Aerospace stockholders in the merger will be freely tradable for purposes of the Securities Act and the Exchange Act, except for shares of Rockwell Collins common stock received by any B/E Aerospace stockholder who becomes an "affiliate" of Rockwell Collins after completion of the merger (such as B/E Aerospace directors or executive officers who become directors or executive officers of Rockwell Collins after the merger). This joint proxy statement/prospectus does not cover resales of shares of Rockwell Collins common stock received by any person upon completion of the merger, and no person is authorized to make any use of this joint proxy statement/prospectus in connection with any resale.

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THE MERGER AGREEMENT

        This section of this joint proxy statement/prospectus describes the material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following summary is qualified by reference to the complete text of the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus and incorporated by reference herein. The rights and obligations of Rockwell Collins, B/E Aerospace and the Merger Sub are governed by the express terms and conditions of the merger agreement and not by this summary or any of the other information contained in this joint proxy statement/prospectus. You are urged to read the full text of the merger agreement because it is the legal document that governs the merger.

        The merger agreement contains representations, warranties and covenants by each of the parties thereto, which were made only for purposes of the merger agreement, as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties thereto; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Rockwell Collins, Merger Sub, B/E Aerospace or any of their respective subsidiaries or affiliates. Investors are not entitled to rely on the representations and warranties, which are only for the benefit of the parties to the merger agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Rockwell Collins' or B/E Aerospace's public disclosures. Each such agreement should not be read alone, but should instead be read in conjunction with the other information regarding the merger agreement, the merger, Rockwell Collins, B/E Aerospace and their respective affiliates and businesses, which is contained in or incorporated by reference into this joint proxy statement/prospectus, as well as in the Forms 10-K, Forms 10-Q and other filings that each of Rockwell Collins and B/E Aerospace have made or will make with the SEC.

Structure of the Merger

        The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into B/E Aerospace. As a result of the merger, the separate corporate existence of Merger Sub will cease, and B/E Aerospace will continue as the surviving corporation and a direct or indirect, wholly owned subsidiary of Rockwell Collins. The certificate of incorporation of B/E Aerospace, as in effect immediately prior to the effective time, will be amended in its entirety as set forth in Exhibit A to the merger agreement and, as so amended will be the certificate of incorporation of the surviving corporation. The bylaws of Merger Sub, as in effect immediately prior to the effective time, will be the bylaws of the surviving corporation, except as to the name of the surviving corporation, which shall be "B/E Aerospace, Inc."

Merger Consideration to be Received by B/E Aerospace Stockholders

        At the effective time, upon the terms and subject to the conditions set forth in the merger agreement, each share of B/E Aerospace common stock issued and outstanding immediately prior to the effective time (other than (i) shares of B/E Aerospace common stock that are owned, directly or indirectly, by Rockwell Collins, B/E Aerospace (including as treasury stock) or Merger Sub, which will be cancelled immediately prior to the effective time, and (ii) shares of B/E Aerospace common stock with respect to which appraisal rights are properly demanded and not withdrawn under Section 262 of

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the DGCL, both of which are collectively referred to as the B/E Aerospace excluded shares) will be converted into the right to receive the merger consideration, which is:

        The exchange ratio will be calculated based upon the volume-weighted average price per share of Rockwell Collins common stock on the NYSE (as reported by Bloomberg L.P. or, if not reported on Bloomberg L.P., in another authoritative source mutually selected by Rockwell Collins and B/E Aerospace) on each of the 20 consecutive trading days ending with the trading day immediately prior to the closing date, which is referred to as the Rockwell Collins stock price. If the Rockwell Collins stock price is greater than or equal to $77.41 and less than or equal to $89.97, the exchange ratio will be equal to the quotient of (i) $27.90 divided by (ii) the Rockwell Collins stock price, which, in each case, will result in the stock consideration having a value equal to $27.90. If the Rockwell Collins stock price is less than $77.41 or greater than $89.97, then a two-way collar mechanism will apply pursuant to which, (a) if the Rockwell Collins stock price is greater than $89.97, the exchange ratio will be fixed at 0.3101 and the value of the stock consideration will be more than $27.90, and (b) if the Rockwell Collins stock price is less than $77.41, the exchange ratio will be fixed at 0.3604 and the value of the stock consideration will be less than $27.90.

        The following table sets forth an illustrative range of the potential merger consideration based on various Rockwell Collins stock prices, ranging from $65.00 to $110.00, which reflect the 52-week stock price range for Rockwell Collins common stock as of January 26, 2017, plus or minus approximately 10 percent, as applicable. The highlighted rows represent the Rockwell Collins stock price values that are within the two-way collar mechanism described above.

Rockwell Collins
Stock Price
  Exchange
Ratio
  Value of Stock
Consideration
per share of
B/E Aerospace
Common Stock
  Cash Consideration
per share of
B/E Aerospace
Common Stock(1)
  Total
Consideration
 
$ 65.00     0.3604   $ 23.42   $ 34.10   $ 57.52  
$ 68.00     0.3604   $ 24.50   $ 34.10   $ 58.60  
$ 71.00     0.3604   $ 25.58   $ 34.10   $ 59.68  
$ 74.00     0.3604   $ 26.66   $ 34.10   $ 60.76  
$ 77.00     0.3604   $ 27.75   $ 34.10   $ 61.85  
$ 80.00     0.3487   $ 27.90   $ 34.10   $ 62.00  
$ 83.00     0.3361   $ 27.90   $ 34.10   $ 62.00  
$ 86.00     0.3244   $ 27.90   $ 34.10   $ 62.00  
$ 89.00     0.3134   $ 27.90   $ 34.10   $ 62.00  
$ 92.00     0.3101   $ 28.52   $ 34.10   $ 62.62  
$ 95.00     0.3101   $ 29.45   $ 34.10   $ 63.55  
$ 98.00     0.3101   $ 30.38   $ 34.10   $ 64.48  
$ 101.00     0.3101   $ 31.32   $ 34.10   $ 65.42  
$ 104.00     0.3101   $ 32.25   $ 34.10   $ 66.35  
$ 107.00     0.3101   $ 33.18   $ 34.10   $ 67.28  
$ 110.00     0.3101   $ 34.11   $ 34.10   $ 68.21  

(1)
B/E Aerospace stockholders will receive $34.10 in cash per share of B/E Aerospace common stock.

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        The examples above are illustrative only. It is impossible to accurately predict the market price of Rockwell Collins common stock at the effective time or during the period over which the Rockwell Collins stock price is calculated, and therefore impossible to accurately predict the number or value of the shares of Rockwell Collins common stock that B/E Aerospace stockholders will receive in the merger. You should obtain current market quotations for shares of Rockwell Collins common stock.

        All fractional shares of Rockwell Collins common stock that would otherwise be issued to a B/E Aerospace stockholder as part of the merger consideration will be aggregated to create whole shares of Rockwell Collins common stock that will be issued to B/E Aerospace stockholders as part of the merger consideration. If a fractional share of Rockwell Collins common stock remains payable to a B/E Aerospace stockholder after aggregating all fractional shares of Rockwell Collins common stock payable to such B/E Aerospace stockholder, then such B/E Aerospace stockholder will be paid, in lieu of such remaining fractional share of Rockwell Collins common stock, an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (x) the amount of the fractional share interest in a share of Rockwell Collins common stock to which such holder would otherwise be entitled (rounded to three decimal places) and (y) the Rockwell Collins stock price.

        Rockwell Collins stockholders will continue to own their existing shares of common stock of Rockwell Collins, the form of which will not be changed by the transaction.

Treatment of B/E Aerospace Stock-Based Awards

B/E Aerospace

Treatment of B/E Aerospace Restricted Stock Awards and RSU Awards

        Upon completion of the merger, each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted prior to the date of the merger agreement will (i) become fully vested and, to the extent such award is subject to performance conditions, such performance conditions will be deemed satisfied at the maximum level and (ii) be cancelled and converted into the right to receive a lump sum cash payment per share of B/E Aerospace common stock underlying such award equal to the value of the per share merger consideration less any applicable withholding taxes. Upon completion of the merger, except for outstanding restricted stock unit awards granted to the executive officers of B/E Aerospace in November 2016, consistent with past practice, which will be cancelled and converted into a cash payment pursuant to their terms, each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted on or following the date of the merger agreement will be assumed by Rockwell Collins and converted into a Rockwell Collins award of restricted stock or restricted stock unit award, as applicable, which will vest subject to the grantee's continued service with Rockwell Collins or its affiliates through each applicable vesting date (with any performance conditions that were applicable to the B/E Aerospace award deemed satisfied at target level performance and following the closing, the converted Rockwell Collins award subject only to time-based vesting) covering a number of shares of Rockwell Collins common stock (rounded down to the nearest whole share) determined by multiplying the number of shares of B/E Aerospace that were subject to the B/E Aerospace award by a ratio of the value of the merger consideration divided by the Rockwell Collins stock price (with the value of the stock consideration portion of the merger consideration determined by multiplying the number of such shares of Rockwell Collins common stock by the Rockwell Collins stock price).

Treatment of B/E Aerospace Stock Units

        Each stock unit credited to the account of any current or former director under the B/E Aerospace Amended and Restated Non-Employee Directors Stock and Deferred Compensation Plan that is outstanding immediately prior to the effective time of the merger, which is referred to as the effective time, will be converted into the right to receive the merger consideration.

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        For a more complete description of the treatment of outstanding restricted stock unit awards granted to the executive officers of B/E Aerospace in November 2016, see "The Merger—Interests of Directors and Executive Officers in the Merger" beginning on page 102.

        Any applicable withholding taxes resulting from this treatment will be satisfied by reducing the amount of cash, if any, that would otherwise be provided to holders of such awards. If no cash is to be provided to a holder of such an award or if the amount of cash that would otherwise be provided to a holder of such awards is not sufficient to cover the applicable withholding taxes, then the number of shares of Rockwell Collins common stock that would otherwise be provided to the holder in accordance with the terms described above will be reduced to the extent necessary to cover the shortfall.

Closing

        Unless another time, date or place is agreed to in writing by Rockwell Collins and B/E Aerospace, the closing of the merger will occur on a date to be specified by Rockwell Collins and B/E Aerospace, but no later than the second business day after the satisfaction or waiver of the closing conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions).

Effective Time

        The merger will become effective at the time the certificate of merger has been duly filed with the Delaware Secretary of State or at such other date and time as is agreed between Rockwell Collins and B/E Aerospace and specified in the certificate of merger.

Conversion of Shares; Exchange of Certificates; No Fractional Shares

Conversion and Exchange of B/E Aerospace Common Stock

        The conversion of shares of B/E Aerospace common stock, other than the B/E Aerospace excluded shares, into the right to receive the merger consideration will occur automatically at the effective time. As promptly as practicable after the effective time, but in no event later than 5 business days after such time, Rockwell Collins' exchange agent will mail a letter of transmittal to each holder of record of a certificate or book-entry share, in each case, representing shares of B/E Aerospace common stock, whose shares of B/E Aerospace common stock were converted into the right to receive the merger consideration. The letter of transmittal will specify that delivery will be effected and risk of loss and title to such certificates or book-entry shares, as applicable, will pass only upon proper delivery of such certificates (or affidavits of loss in lieu of such certificates) or book-entry shares to the exchange agent. The letter of transmittal will be accompanied by instructions for surrendering such certificates or book-entry shares in exchange for the merger consideration, any dividends or distributions payable pursuant to the merger agreement and cash in lieu of any fractional shares of Rockwell Collins common stock payable as part of the merger consideration. No interest will be paid or will accrue on any cash payable upon surrender of a certificate or book-entry share. B/E Aerospace stockholders should not return stock certificates with the enclosed proxy card.

        At the effective time, shares of B/E Aerospace common stock will no longer be outstanding, will be automatically cancelled and will cease to exist, and each certificate or book-entry share that represented shares of B/E Aerospace common stock immediately prior to the effective time will cease to have any rights with respect to such B/E Aerospace common stock other than the right to receive, upon surrender of such certificate or book-entry share, the merger consideration as described above and subject to the terms and conditions set forth in the merger agreement.

        Following surrender by holders of certificates or book-entry shares previously representing B/E Aerospace common stock to the exchange agent for exchange, such holders will receive any

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dividends or other distributions with a record date after the effective time and a payment date on or prior to the date of such surrender with respect to shares of Rockwell Collins common stock they receive as merger consideration, without interest.

        Rockwell Collins and the exchange agent will be entitled to deduct and withhold from the consideration otherwise payable to any person under the merger agreement such amounts as Rockwell Collins and the exchange agent are required to deduct and withhold from such consideration under the Code or under any provision of state, local or foreign tax law.

        All shares of Rockwell Collins common stock issued pursuant to the merger agreement will be issued in book-entry form unless a physical certificate is requested.

Representations and Warranties; Material Adverse Effect

        The merger agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions that have not had, and would not reasonably be expected to have, a "material adverse effect"). See the definition of "material adverse effect" beginning on page 133 of this joint proxy statement/prospectus. The parties' representations and warranties under the merger agreement relate to, among other things:

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        B/E Aerospace has also made certain representations and warranties relating to product warranties, government security clearances, the inapplicability of anti-takeover laws, the valid and binding nature of B/E Aerospace's amendment to the KLX tax sharing agreement and the truth and accuracy of matters relating to qualification of the KLX spin-off for the KLX spin-off tax treatment.

        Rockwell Collins and the Merger Sub have also made certain representations and warranties relating to sufficient financing, "interested stockholder" status and employment agreements with members of B/E Aerospace's management.

        The representations and warranties of each of the parties to the merger agreement will expire upon the effective time.

        Certain of the representations and warranties made by the parties are qualified as to "knowledge," "materiality" or "material adverse effect." For purposes of the merger agreement, "material adverse effect," when used in reference to Rockwell Collins or B/E Aerospace, means any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of the referenced party and its subsidiaries, taken as a whole, except that, for purposes of the definition of "material adverse effect," none of the following (or the results thereof) will constitute or be taken into account in determining whether a material adverse effect has occurred:

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provided that if the facts, circumstances, events, changes, occurrences or effects set forth in the first four bullets have a material disproportionate impact on the referenced party and its subsidiaries, taken as a whole, relative to the other participants in the industries in which the referenced party and its subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether a material adverse effect has occurred.

Covenants and Agreements

Conduct of Business

        Each of Rockwell Collins and B/E Aerospace has agreed to certain covenants in the merger agreement restricting the conduct of its respective business between the date of the merger agreement and the effective time. In general, each of Rockwell Collins and B/E Aerospace has agreed that prior to the effective time or the termination of the merger agreement in accordance with its terms, except as required by law, as agreed in writing by the other party (which consent will not be unreasonably withheld, delayed or conditioned) or as otherwise expressly contemplated or permitted by the merger agreement, it will and will cause its subsidiaries to:

Conduct of Business of B/E Aerospace

        In addition, without limiting the generality of the foregoing covenants described above, B/E Aerospace has agreed that, prior to the effective time or the termination of the merger agreement in accordance with its terms, except as required by law, as agreed in writing by Rockwell Collins (which consent will not be unreasonably withheld, delayed or conditioned) or as otherwise expressly contemplated or permitted by the merger agreement, it will not and will cause its subsidiaries not to:

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Conduct of Business of Rockwell Collins

        In addition, without limiting the generality of the foregoing covenants described above, Rockwell Collins has agreed that, prior to the effective time or the termination of the merger agreement in accordance with its terms, except as required by law, as agreed in writing by B/E Aerospace (which consent will not be unreasonably withheld, delayed or conditioned) or as otherwise expressly contemplated or permitted by the merger agreement, it will not and will cause its subsidiaries not to:

Stockholder Meetings and Board Recommendations

        The merger agreement requires each of Rockwell Collins and B/E Aerospace to, as promptly as practicable following effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, duly call, give notice of, convene and hold a meeting of its respective stockholders for the purpose of seeking (i) in the case of B/E Aerospace, the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement by the holders of at least a majority of the outstanding shares of B/E Aerospace common stock and (ii) in the case of Rockwell Collins, approval of the issuance of shares of Rockwell Collins common stock in connection with the merger by at least a majority of the votes cast by shares of Rockwell Collins common stock represented (in person or by proxy) at such meeting and entitled to vote on the proposal, and will submit the applicable proposal to its respective stockholders at such meeting and will not submit any other proposal in connection with such meeting without the prior written consent of the other party.

        If the applicable party's board of directors has not made an adverse recommendation change pursuant to the terms of the merger agreement, such party's board of directors will (i) recommend that its stockholders approve the proposal (a) in the case of B/E Aerospace, to adopt the merger agreement, referred to as the B/E Aerospace Recommendation and (b) in the case of Rockwell Collins, for the issuance of shares of Rockwell Collins common stock in connection with the merger, referred to as the Rockwell Collins Recommendation, (ii) include the applicable recommendation in this joint

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proxy statement/prospectus and (iii) use its reasonable best efforts to (x) solicit from its stockholders proxies in favor of the adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement, in the case of B/E Aerospace, and in favor of the issuance of Rockwell Collins common stock in connection with the merger, in the case of Rockwell Collins and (y) take all other action necessary or advisable to secure stockholder approval.

        Even if an adverse recommendation change has been made pursuant to the terms of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, the obligations of the parties under the merger agreement will continue in full force and effect and will not be affected by the commencement, public proposal, public disclosure or communication to either Rockwell Collins or B/E Aerospace of any acquisition proposal, as defined below under "No Solicitation."

        For purposes of the merger agreement, an adverse recommendation change refers to the (i) withdrawal, qualification or modification, or public proposal to withdraw, qualify or modify, the B/E Aerospace Recommendation or the Rockwell Collins Recommendation, as applicable, in each case in a manner adverse to the other party or parties, as applicable, or (ii) the approval or recommendation of any acquisition proposal, as defined below under "No Solicitation."

Appropriate Action; Consents; Filings

        Each of Rockwell Collins and B/E Aerospace has agreed to, and has agreed to cooperate with each other and use (and cause their respective subsidiaries to use) reasonable best efforts to consummate the transactions contemplated by the merger agreement and to cause the conditions to the consummation of the merger to be satisfied as promptly as reasonably practicable, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable:

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        Each of the parties to the merger agreement agreed to, in consultation and cooperation with the other parties and as promptly as reasonably practicable (and in no event later than 10 business days after the date of the merger agreement), make its respective filings under the HSR Act (which the parties filed on November 7, 2016) and to thereafter make any other applications and filings as reasonably determined by Rockwell Collins and B/E Aerospace under other applicable U.S. or foreign antitrust laws with respect to the transactions contemplated by the merger agreement as promptly as practicable, but in no event later than as required by law.

        Notwithstanding the parties' obligations summarized above in this section, (i) neither B/E Aerospace nor its subsidiaries or affiliates will grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with seeking or obtaining its consent to the transactions contemplated by the merger agreement and (ii) neither Rockwell Collins nor any of its affiliates will be required to agree to or proffer to sell, divest, lease, license, transfer, dispose of or otherwise encumber or impair Rockwell Collins' or any of its affiliates' ability to own or operate any assets or properties of Rockwell Collins or any of its affiliates (including any equity or other interests in B/E Aerospace) or any assets or properties of B/E Aerospace or any of its affiliates if such action would require the divestiture or holding separate (or any other remedy) of or with respect to any assets of Rockwell Collins, B/E Aerospace or any of their affiliates or subsidiaries representing, in the aggregate, more than $175 million of annual revenue generated between January 1, 2015 and December 31, 2015.

        Each of the parties has agreed to (i) furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any governmental filings, submissions or other documents; (ii) give the other reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any governmental authority regarding the transactions contemplated by the merger agreement, and permit the other to review and discuss in advance, and consider in good faith the views, and secure the participation, of the other in connection with any such filing, submission, document or communication; (iii) and cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a governmental authority or in connection with any legal, administrative or other similar proceeding or action initiated by a governmental authority or private party, including immediately informing the other party of any such investigation, inquiry or proceeding, and consulting in advance before making any presentations or submissions to a governmental authority, or, in connection with any legal, administrative or other similar proceeding or action initiated by a private party, to any other person or entity.

        Each of the parties has also agreed to give reasonable prior notice to and consult with the other in advance of any meeting, conference or substantive communication with any governmental authority, or, in connection with any legal or administrative proceeding by a private party, with any other person or entity, and to the extent not prohibited by applicable law or by the applicable governmental authority or other person or entity, and to the extent reasonably practicable, not participate or attend any meeting or conference, or engage in any substantive communication, with any governmental authority or such other person or entity in respect of the transactions contemplated by the merger agreement without the other party, and in the event one party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or substantive communication, keep such party apprised with respect thereto.

        Each party has agreed to furnish to the other copies of all substantive filings, submissions, correspondence and communications between it and its affiliates and their respective representatives, on the one hand, and any governmental authority or members of any governmental authority's staff (or any other person or entity in connection with any legal, administrative or other similar proceeding or actions initiated by a private party), on the other hand, with respect to the transactions contemplated by the merger agreement. Each party may, as it deems advisable and necessary, reasonably designate

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material provided to the other party as "Outside Counsel Only Material," and also may redact the material as necessary to (i) remove personally sensitive information; (ii) remove references concerning valuation, (iii) comply with contractual arrangements, (iv) address legal privilege or other confidentiality concerns, or (v) comply with applicable law.

        Between the date of the merger agreement and the effective time or the termination of the merger agreement in accordance with its terms, each of Rockwell Collins and Merger Sub will not, and will ensure that their subsidiaries do not, consummate, or enter into any agreement providing for any acquisition, divestiture or merger that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by the merger agreement.

No Solicitation

        Each of Rockwell Collins and B/E Aerospace has agreed:

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        Notwithstanding the foregoing, prior to obtaining stockholder approval with regard to the merger agreement and the transactions contemplated by the merger agreement, if either party receives a bona fide written acquisition proposal that was not initiated, sought, solicited, knowingly encouraged, knowingly induced or otherwise procured in violation of the merger agreement, then such party may:

if, in the case of the circumstances described in the immediately preceding two bullet points, the party's board of directors determines in good faith that such acquisition proposal constitutes or is reasonably likely to constitute or result in a superior proposal, such term referring to a bona fide written acquisition proposal (provided that for purposes of the definition of superior proposal, references to 20% in the definition of acquisition proposal will be deemed to be references to 50%) that the referenced party's board of directors determines in good faith (i) to be reasonably likely to be consummated if accepted and (ii) to be more favorable to the referenced party's stockholders from a financial point of view than the merger and the other transactions contemplated by the merger agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and the merger agreement, and any changes to the terms of the merger agreement offered by the other party to the merger agreement in response to such acquisition proposal.

        Each of Rockwell Collins and B/E Aerospace will (i) promptly (and in any case within 24 hours) provide the other party notice (a) of the receipt of any acquisition proposal, which notice will include a complete, unredacted copy of such acquisition proposal, and (b) of any inquiries, proposals or offers received by, any requests for non-public information from, or any discussions or negotiations initiated or continued (or sought to be initiated or continued) with, the party or any of its representatives concerning an acquisition proposal, and disclose the identity of the other party (or parties) and the material terms of such inquiry, offer, proposal or request and, in the case of written materials, provide copies of such materials, (ii) promptly (and in any case within 24 hours) make available to the other party copies of all written materials provided by the referenced party to the proposing party but not previously made available to the other party and (iii) keep the other party informed on a reasonably prompt basis (and, in any case, within 24 hours of any significant development) of the status and material details (including amendments and proposed amendments) of any such acquisition proposal or other inquiry, offer, proposal or request.

Adverse Recommendation Change and Termination

        Except as permitted by the merger agreement in the case of a superior proposal or an intervening event (in each case, as described immediately below), neither the Rockwell Collins Board, the B/E Aerospace Board, nor any committee thereof will (i) make an adverse recommendation change or (ii) adopt or approve, or publicly propose to adopt or approve, or allow such party to execute or enter into, any binding or non-binding letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other agreement, commitment, arrangement or understanding contemplating

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or otherwise in connection with, or that is intended to or would reasonably be expected to lead to, any acquisitions proposal.

Superior Proposal

        Subject to the non-solicitation obligations described above and the obligations further described in this paragraph, if, prior to receipt of the approval of their respective stockholders, either party receives an acquisition proposal that its respective board of directors determines in good faith constitutes a superior proposal that was not initiated, sought, solicited, knowingly encouraged, knowingly induced or otherwise procured in violation of the merger agreement, such party's board of directors may (i) effect an adverse recommendation change or (ii) terminate the merger agreement pursuant to the termination provisions as described below in order to enter into a definitive agreement providing for such superior proposal if (a) such party's board of directors determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; (b) such party has notified the other party in writing that it intends to effect an adverse recommendation change or terminate the merger agreement pursuant to the termination provisions as described below in order to enter into a definitive agreement providing for such superior proposal; (c) if applicable, such party has provided the other party a copy of the proposed definitive agreements between such party and the person or entity making such superior proposal; (d) for a period of four days following the notice delivered pursuant to clause (b) above, such party will have discussed and negotiated in good faith and made its representatives available to discuss and negotiate in good faith (in each case to the extent the other party desires to negotiate) with the other party's representatives any proposed modifications to the terms and conditions of the merger agreement or the transactions contemplated by the merger agreement so that the failure to take such action would no longer be inconsistent with the fiduciary duties of such party's board of directors under applicable law (it being understood and agreed that any amendment to any material term or condition of any superior proposal will require a new notice and a new negotiation period that will expire on the later to occur of (1) two days following delivery of such new notice from such party to the other party and (2) the expiration of the original four-day period described in clause (d) above); and (e) no earlier than the end of such negotiation period, such party's board of directors will have determined in good faith, after considering the terms of any proposed amendment or modification to the merger agreement, that (x) the acquisition proposal that is the subject of the notice described in clause (b) above still constitutes a superior proposal and (y) the failure to take such action would still be inconsistent with its fiduciary duties under applicable law.

Intervening Event

        Subject to the non-solicitation obligations described above and the obligations further described in this paragraph, other than in connection with a superior proposal and prior to receipt of the approval of their respective stockholders, each of the board of directors of Rockwell Collins and B/E Aerospace may, in response to an intervening event, withdraw, qualify, or modify, or publicly propose to withdraw, qualify or modify, the Rockwell Collins Recommendation or the B/E Aerospace Recommendation, as applicable, only if (i) such party's board of directors determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; (ii) such party has notified the other party in writing that it intends to effect such adverse recommendation change (which notice will specify the facts and circumstances providing the basis of the intervening event and for the determination of such party's board of directors to effect such adverse recommendation change in reasonable detail); (iii) for a period of four days following the notice delivered pursuant to clause (ii) above, such party will have discussed and negotiated in good faith and made its representatives available to discuss and negotiate in good faith (in each case to the extent the other party desires to negotiate) with the other party's representatives any proposed modifications to the terms and conditions of the merger agreement or the transactions contemplated by the merger agreement so that the failure to take such action would no longer be inconsistent with the fiduciary duties of such party's

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board of directors under applicable law (it being understood and agreed that any material change to the relevant facts and circumstances will require a new notice and a new negotiation period that will expire on the later to occur of (a) two days following delivery of such new notice from such party to the other party and (b) the expiration of the original four-day period described above in this clause (iii)); and (iv) no earlier than the end of such negotiation period, the board of directors of such party will have determined in good faith, after considering the terms of any proposed amendment or modification to the merger agreement, that the failure to take such action would still be inconsistent with its fiduciary duties under applicable law.

        Subject to Rockwell Collins' and B/E Aerospace's obligations with respect to their merger recommendations, as summarized in the section above, their obligations with respect to effecting an adverse recommendation change as summarized immediately above, and their obligations with respect to publicity related to the transactions contemplated by the merger agreement, nothing in the merger agreement prohibits Rockwell Collins or B/E Aerospace or either of their respective boards of directors, as applicable, from (i) disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or from issuing a "stop, look and listen" statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the applicable board of directors determines in good faith that its failure to make such disclosure would be inconsistent with its fiduciary duties under applicable law; provided, however, that the obligations with respect to the adverse recommendation change and termination provisions described above will not be affected by this provision and any such disclosure (other than issuance by the applicable party of a "stop, look and listen" or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the applicable board of directors with respect to the merger agreement or an acquisition proposal will be deemed to be an adverse recommendation change unless the applicable board of directors in connection with such communication publicly states that its recommendation with respect to the merger agreement has not changed or refers to its prior recommendation without disclosing any adverse recommendation change.

Employee Benefits Matters

        For the period beginning at the effective time and ending on December 31, 2018 employees who are actively employed by B/E Aerospace or any of its subsidiaries immediately prior to the effective time, who are referred to as covered employees, will be provided by Rockwell Collins or any of its subsidiaries, for so long as such covered employees remain employees of Rockwell Collins or any of its subsidiaries, with compensation (including salary or base rate of compensation, annual cash bonus opportunities, commissions and severance) and benefits that are in the aggregate, no less favorable than the compensation (excluding any equity or equity-based compensation, retention, change of control, transaction or similar bonuses and nonqualified deferred compensation) and benefits (excluding any defined benefit pension plan or retiree medical benefits) being provided by B/E Aerospace or its subsidiaries to covered employees immediately prior to the effective time.

        If any covered employee first becomes eligible to participate under any Rockwell Collins benefit plan, following the effective time, Rockwell Collins will, for covered employees who become eligible during 2017, use commercially reasonable efforts to (i) waive any preexisting condition exclusions and waiting periods with respect to participation and coverage requirements applicable to any covered employee under any Rockwell Collins benefit plan providing medical, dental or vision benefits to the same extent such limitation would have been waived or satisfied under any similar material employee benefit plan of B/E Aerospace, which is referred to as a B/E Aerospace benefit plan, that the covered employee participated in immediately prior to coverage under the Rockwell Collins benefit plan and (ii) provide each covered employee with credit for any copayments and deductibles paid prior to the covered employee's coverage under any Rockwell Collins benefit plan during the plan year in which the

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effective time occurs, to the same extent such credit was given under any similar B/E Aerospace benefit plan that covered employee participated in immediately prior to coverage under the Rockwell Collins benefit plan, in satisfying any applicable deductible or out-of-pocket requirements under the Rockwell Collins benefit plan for the plan year in which the effective time occurs.

        As of the effective time, Rockwell Collins will recognize all service of each covered employee prior to the effective time, to B/E Aerospace (or any of its predecessor entities or subsidiaries) for vesting and eligibility purposes (but not for benefit accrual purposes under any defined benefit pension plan) and for purposes of determining future vacation accruals and severance amounts to the same extent as such covered employee received, immediately before the effective time, credit for such service under any similar B/E Aerospace benefit plan in which such covered employee participated immediately prior to the effective time; provided that service of each covered employee prior to the effective time will not be recognized for the purpose of any entitlement to participate in, or receive benefits with respect to, any (i) non-elective employer contributions under any plan of Rockwell Collins under Section 401(k) of the Code or (ii) Rockwell Collins retiree medical program in which any covered employee participates after the effective time. In no event will there be any duplication of benefits for the same period of service.

        B/E Aerospace and its subsidiaries will satisfy all legal or contractual requirements to provide notice to, or to carry out any consultation procedure with, any employee or groups of employees of B/E Aerospace or any of its subsidiaries, or any labor or trade union, labor organization or works council, which is representing any employee of B/E Aerospace or any of its subsidiaries, in connection with the transactions contemplated by the merger agreement.

Financing

        The merger is not conditioned upon Rockwell Collins obtaining financing. If Rockwell Collins fails to obtain financing for the merger, it will still be required to fulfill its obligations under the merger agreement, including, subject to provisions related to termination and fulfillment or waiver of the conditions to closing, its obligation to consummate the merger and the other transactions contemplated by the merger agreement.

        Rockwell Collins has agreed to keep B/E Aerospace reasonably informed on a reasonably current basis of material developments in respect of obtaining financing for the merger. B/E Aerospace has agreed to use reasonable best efforts to provide reasonable cooperation that is customary in connection with the arrangement of debt or equity financing that Rockwell Collins deems reasonably necessary in connection with the merger and that is consistent with transactions substantially similar to the merger.

Designation of Directors

        The merger agreement provides that Rockwell Collins will take all necessary corporate action so that, upon the effective time, the size of the Rockwell Collins Board will be increased by two members to a total of eleven members, and two individuals selected by B/E Aerospace who meet Rockwell Collins' independence criteria and are otherwise reasonably acceptable to Rockwell Collins will be appointed to the Rockwell Collins Board. One such individual will serve as a member of the class of directors of the Rockwell Collins Board with terms expiring in 2018, and the other will serve as a member of the class of directors of the Rockwell Collins Board with terms expiring in 2020. Pursuant to this provision of the merger agreement, John T. Whates and Richard G. Hamermesh, both members of the B/E Aerospace Board, were selected by B/E Aerospace to be appointed to the Rockwell Collins Board and are expected to serve as members of the class of directors of the Rockwell Collins Board with terms expiring in 2018 and 2020, respectively. Other than such additional directors, no changes to the Rockwell Collins Board are expected in connection with the consummation of the merger.

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Other Covenants and Agreements

        The merger agreement contains additional agreements relating to, among other matters:

Directors' and Officers' Indemnification and Insurance

        The parties have agreed that all rights, existing at the time of the merger agreement, to indemnification and exculpation from liabilities (including advancement of expenses) for acts or omissions occurring at or prior to the effective time, in favor of the current or former directors or officers of B/E Aerospace as provided in the certificate of incorporation or the by-laws of B/E Aerospace or in any indemnification contract between such directors or officers and B/E Aerospace will survive the merger and will continue in full force and effect.

        For 6 years after the effective time, Rockwell Collins will maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the certificate of incorporation or the by-laws of B/E Aerospace as in effect immediately prior to the effective time with respect to acts or omissions occurring prior to the effective time and will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any of the current or former directors or officers of B/E Aerospace; provided that all rights to indemnification in respect of any action pending or asserted or any claim made within such 6-year period will continue until the disposition of such action or resolution of such claim.

        Prior to the effective time, B/E Aerospace will (or, if B/E Aerospace is unable to, after the effective time, Rockwell Collins will), purchase a 6-year prepaid "tail" policy, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under B/E Aerospace's existing policies of directors' and officers' liability insurance and fiduciary liability insurance, with respect to matters arising on or before the effective time (including in connection with the merger agreement and the transactions or actions contemplated by the merger agreement), and Rockwell Collins will maintain such policy in full force and effect, for its full term, and no other party will have any further obligation to purchase or pay for insurance; provided that B/E Aerospace will not pay, and Rockwell Collins will not be required to pay, in excess of 300% of the last annual premium paid by B/E Aerospace prior to the date of the merger agreement in respect of such "tail" policy. If B/E Aerospace for any reason fails to obtain such "tail" insurance policies prior to, as of or after the effective time, Rockwell Collins will, for 6 years from the effective time, maintain in effect the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by B/E Aerospace with respect to matters arising on or before the effective time, again without being required to pay annual premiums in excess of 300% of the last annual premium paid by B/E Aerospace prior to the date of the merger agreement in respect of the coverage required to be obtained, but in such case Rockwell Collins will purchase as much coverage as reasonably practicable for such amount.

Certain Tax Matters

        Rockwell Collins and B/E Aerospace have agreed to use reasonable best efforts to obtain from their respective legal advisors the opinions related to the KLX spin-off tax treatment that are required as conditions to the closing of the merger, as described above.

        In addition, Rockwell Collins and B/E Aerospace have each agreed to deliver tax representation letters similar to the Rockwell Collins Signing Representation Letter and the B/E Aerospace Signing Representation Letter, respectively, immediately prior to the closing, and covenanted that neither knew of any reason that it would not be able to deliver their respective tax representation letters at the closing. Rockwell Collins and B/E Aerospace each agree to use their respective reasonable best efforts not to take any action what would cause any of the representations, warranties and covenants in their respective tax representation letters that were delivered at signing to become untrue.

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        Rockwell Collins and B/E Aerospace represented that they had each received opinions as of the date of the merger agreement from their respective tax counsels to the effect that the merger will not cause the KLX spin-off to fail to qualify for the KLX spin-off tax treatment.

        Rockwell Collins and B/E Aerospace agreed to use reasonable best efforts to jointly engage promptly after the date of the merger agreement a nationally recognized law firm to serve as additional tax counsel in accordance with the terms of the merger agreement.

Section 16 Matters

        Prior to the effective time, the parties will take all such steps as may be reasonably necessary or advisable to cause any dispositions of B/E Aerospace common stock (including derivative securities) or acquisitions of Rockwell Collins common stock (including derivative securities) resulting from the transactions contemplated by the merger agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to B/E Aerospace or will become subject to such reporting requirements with respect to Rockwell Collins, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by law.

Public Disclosure

        While the merger agreement is in effect, neither Rockwell Collins, B/E Aerospace nor any of their affiliates will disseminate any press release or other public announcement concerning the merger agreement, the merger or the other transactions contemplated by the merger agreement without the prior written consent of the other parties to the merger agreement (which consent will not be unreasonably withheld, conditioned or delayed), except (i) as required by law or the rules of a national securities exchange, (ii) to the extent disclosed in or consistent with a press release or other document previously approved for external distribution by the other parties to the merger agreement or the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, (iii) and to the extent the information included therein is not confidential information of any other party, a party may communicate to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable law. In addition, such obligation to obtain prior written consent of the other parties to the merger agreement will not apply to press releases or public announcements if B/E Aerospace or Rockwell Collins has effected an adverse recommendation change, to any disclosures in connection with either a determination by B/E Aerospace or Rockwell Collins, in accordance with their respective obligations under the non-solicitation provisions of the merger agreement, that an acquisition proposal is a superior proposal or to any disclosures in connection with any dispute between the parties regarding the merger agreement, the merger or the other transactions contemplated by the merger agreement.

Stock Exchange Listing

        Rockwell Collins has agreed to use reasonable best efforts to cause the shares of Rockwell Collins common stock to be issued in connection with the merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the effective time.

Dividend Record Dates

        B/E Aerospace will coordinate with Rockwell Collins to designate the record dates and payment dates for B/E Aerospace's quarterly dividends to coincide with the record dates and payment dates for Rockwell Collins' quarterly dividends, it being the intention of the parties that holders of B/E Aerospace common stock and Rockwell Collins common stock will not receive dividends twice for a corresponding fiscal quarter of either B/E Aerospace or Rockwell Collins.

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Conditions to the Merger

Conditions to the Obligations of the Parties to Complete the Merger

        The obligations of each of Rockwell Collins, Merger Sub and B/E Aerospace to consummate the merger are subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

Conditions to the Obligations of Rockwell Collins and Merger Sub to Complete the Merger

        In addition, the obligations of Rockwell Collins and Merger Sub to complete the merger are subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

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Conditions to the Obligation of B/E Aerospace to Complete the Merger

        In addition, the obligation of B/E Aerospace to complete the merger is subject to the satisfaction or (to the extent permitted by law) waiver of the following conditions:

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Termination

        The merger agreement may be terminated at any time prior to the effective time, before or after approval is obtained from the stockholders of Rockwell Collins or B/E Aerospace (except as expressly noted otherwise), as follows:

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Effect of Termination

        If the merger agreement is terminated as described above and the merger is abandoned, the terminating party must provide written notice to the other party specifying the provisions of the merger agreement pursuant to which the termination is being made and the merger agreement will be null and void and of no effect, without liability on the part of any party to the merger agreement, and the rights and obligations of any party to the merger agreement will cease, except that, obligations with respect to certain provisions of the merger agreement will survive the termination of the merger agreement, including the following:

        Under the merger agreement, intentional breach means an action or omission taken or omitted to be taken that the breaching party intentionally takes (or fails to take) and knows (or should reasonably have known) would, or would reasonably be expected to, cause a material breach of the merger agreement.

Termination Fees and Expense Reimbursements

        The merger agreement provides for payment of termination fees in connection with a termination of the merger agreement under the following circumstances:

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        In no event will Rockwell Collins or B/E Aerospace be required to pay a termination fee if such party has already paid a termination fee, and no termination fee will be payable more than once.

        In addition to the termination fees described above, the merger agreement provides for expense reimbursements in connection with the termination of the merger agreement under the following circumstances:

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        Payment of the expense reimbursements by either party does not affect the other party's right to receive any applicable termination fees, but does reduce on a dollar-for-dollar basis any termination fee that becomes due and payable to such other party under the terms of the merger agreement.

        The right of either party to receive the applicable termination fee and expense reimbursement, in circumstances in which the applicable termination fee or expense reimbursement is owed, is the sole and exclusive monetary remedy of the receiving party against the other party and its subsidiaries and representatives for all losses and damages suffered as a result of the failure of the consummation of the transactions contemplated by the merger agreement to be consummated or failure to perform under the merger agreement or otherwise, except (i) in the event of (a) termination due to failure of a party to include its required recommendation under the merger agreement in this joint proxy statement/prospectus or due to breach of such party's non-solicitation obligations, (b) intentional breach of the covenant in the merger agreement related to certain tax matters or fraudulent breach of either party's representations and warranties under the merger agreement related to their respective tax representation letters or (c) the right of each party to receive the applicable termination fee less the applicable expense reimbursement under certain circumstances and (ii) that any party that fails to timely pay any termination fee or expense reimbursement due pursuant to the merger agreement will be obligated to pay any costs and expenses in connection with any suit brought by the other party that results in a judgment against the delinquent party for the payment of such termination fee and expense reimbursement.

Expenses

        Except as otherwise described under "Termination Fees and Expense Reimbursements" above, all expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement shall be paid by the party incurring such expenses, whether or not the merger is consummated.

Amendment and Waiver

Amendment

        The merger agreement may be amended by mutual agreement of the parties in writing at any time before or after receipt of the respective stockholder approvals of Rockwell Collins and B/E Aerospace, except that no amendment may be made (i) after receipt of either of the respective stockholder approvals of Rockwell Collins and B/E Aerospace if such amendment would require, in accordance with applicable law or the rules of any stock exchange, further approval of the parties' respective stockholders, (ii) that is not permitted under applicable law or (iii) that would adversely affect the rights of Rockwell Collins' financing sources under the merger agreement relating to amendment, status as third-party beneficiaries, waiver of jury trial or governing law and liability with regard to legal, administrative or other similar proceedings or actions related to such financing sources.

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Waiver

        At any time prior to the effective time, subject to applicable law, the parties may:

        No failure or delay by any party in exercising any right under the merger agreement will operate as a waiver of such right nor will any single or partial exercise of any such right preclude any other or further exercise of any other right under the merger agreement. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party.

Third-Party Beneficiaries

        The merger agreement is not intended to and will not confer upon any person or entity other than the parties thereto any rights or remedies, except for:

Governing Law; Jurisdiction; Waiver of Jury Trial

Governing Law; Jurisdiction

        The merger agreement and all legal, administrative and other similar proceedings or actions (whether based on contract, tort or otherwise) arising out of or relating to the merger agreement or the actions of the parties to the merger agreement in the negotiation, administration, performance and enforcement of the merger agreement, will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

        Notwithstanding the provision described in the preceding paragraph, the parties have agreed not to bring any legal, administrative or other similar proceedings or actions against any of Rockwell Collins' financing sources relating to the merger in any forum other than the Supreme Court of the State of New York or, if exclusive jurisdiction for any such proceeding or action is vested in federal courts, the United States District Court for the Southern District of New York and appellate courts thereof. In addition, such proceedings or actions against any of Rockwell Collins' financing sources will be governed by the laws of the State of New York, except that, prior to the closing of the merger, the definition of material adverse effect and the representations and warranties in the merger agreement will, for the purposes of any commitment letter, engagement letter or definitive financing document in

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connection with the transactions contemplated by the merger agreement, be governed by the laws of the State of Delaware.

        B/E Aerospace has agreed that it will have no rights or claims against any of Rockwell Collins' financing sources in connection with the merger agreement, the merger or any financing document in connection with the transactions contemplated by the merger agreement.

Waiver of Jury Trial

        The parties have agreed to waive all rights to trial by jury in any action, proceeding or counterclaim between any of them arising out of or relating to the merger agreement.

Enforcement

        The parties have agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any party to the merger agreement does not perform the provisions of the merger agreement (including failing to take such actions as are required of such party to consummate the merger agreement) in accordance with the specified terms of the merger agreement or otherwise breach the provisions of the merger agreement. Accordingly, the parties acknowledged and agreed that, prior to any termination of the merger agreement in accordance with the terms of the merger agreement, the parties will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agreed that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement will not be required to provide any bond or other security in connection with any such order or injunction.

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INFORMATION ABOUT THE COMPANIES

Rockwell Collins

        Rockwell Collins designs, produces and supports communications and aviation systems for commercial and military customers and provides information management services through voice and data communication networks and solutions worldwide. The integrated system solutions and products Rockwell Collins provides to its served markets are oriented around a set of core competencies: communications, navigation, automated flight control, displays/surveillance, simulation and training, integrated electronics and information management systems. Rockwell Collins also provides a wide range of services and support to its customers through a worldwide network of service centers, including equipment repair and overhaul, service parts, field service engineering, training, technical information services and aftermarket used equipment sales. The structure of Rockwell Collins' business allows it to leverage these core competencies across markets and applications to bring high value solutions to its customers.

        Rockwell Collins serves a worldwide customer base through its three operating segments: Commercial Systems, Government Systems and Information Management Services. The Commercial Systems segment supplies aviation electronics systems, products and services to customers located throughout the world. The customer base is comprised of original equipment manufacturers of commercial air transport, business and regional aircraft, commercial airlines and business aircraft operators. The Government Systems segment provides a broad range of electronic products, systems and services to customers including the U.S. Department of Defense, various ministries of defense, other government agencies and defense contractors around the world. These products, systems and services support airborne, precision weapon, ground and maritime applications on new equipment as well as in retrofit and upgrade applications designed to extend the service life and enhance the capability of existing aircraft, vehicle and weapon platforms. The Information Management Services segment provides communications services, systems integration and security solutions across the aviation, airport, rail and nuclear security markets to customers located around the world. The customer base includes commercial airlines, business aircraft operators, the U.S. Federal Aviation Administration (FAA), airport and critical infrastructure operators and major passenger and freight railroads.

        Rockwell Collins serves a broad range of customers worldwide, including the U.S. Department of Defense, U.S. Coast Guard, civil agencies, airports, defense contractors, foreign ministries of defense, manufacturers of commercial helicopters, manufacturers of commercial air transport, business and regional aircraft, commercial airlines, fractional and other business jet operators, the FAA, critical infrastructure operators and major passenger and freight railroads. Rockwell Collins markets its systems, products and services directly to its customers through an internal marketing and sales force. In addition, it utilizes a worldwide dealer network to distribute its products and international sales representatives to assist with international sales and marketing. In 2016, various branches of the U.S. Government, both directly and indirectly through subcontracts, accounted for 33% of Rockwell Collins' total sales.

        Rockwell Collins' executive offices are located at 400 Collins Road NE, Cedar Rapids, Iowa 52498 and its telephone number is (319) 295-1000. Rockwell Collins' website address is www.rockwellcollins.com. Information contained on Rockwell Collins' website does not constitute part of this joint proxy statement/prospectus. Rockwell Collins' stock is publicly traded on the NYSE under the ticker symbol "COL."

B/E Aerospace

        B/E Aerospace is a world leading manufacturer of aircraft cabin interior products. B/E Aerospace designs, develops and manufactures a broad range of products for both commercial aircraft and

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business jets. B/E Aerospace's manufactured products include aircraft cabin seating, lighting systems, oxygen systems, food and beverage preparation and storage equipment, galley systems and modular lavatory systems. B/E Aerospace also provides cabin interior reconfiguration, program management and certification services. B/E Aerospace sells and supports its products through its own global direct sales and product support organization.

        B/E Aerospace's commercial aircraft segment includes seating products, interior systems, and engineering services for commercial aircraft, and brazing technologies and electronic systems for the commercial and military aerospace markets. B/E Aerospace has the design and engineering capabilities to create and manufacture highly customized products tailored to customers' unique preferences. As an industry leading manufacturer of interior systems for both narrow- and wide-body aircraft, B/E Aerospace supplies food and beverage preparation equipment, galleys and galley air chillers, cabin lighting, oxygen systems and passenger service units (PSUs), lavatories, and water and waste systems. B/E Aerospace services also include optimizing cabin layout and installing crew rest compartments. Additionally, B/E Aerospace is a market leader in the design, engineering, and manufacturing of customized, fully integrated thermal management, power conversion and interconnect solutions that address complex power management requirements. Revenues for the commercial aircraft segment in the third quarter of 2016 were $578.8 million.

        B/E Aerospace's business jet segment manufactures products that include a complete line of business jet seating and divan products, super first class environments, lighting systems, air valves, water and waste systems, oxygen delivery systems and de-icing systems. B/E Aerospace is internationally recognized as a leading supplier of business jet products and services for leading prominent business jet manufacturers and completion centers. Revenues for the business jet segment in the third quarter of 2016 were $153.9 million.

        B/E Aerospace was founded by Amin and Bob Khoury in 1987 upon the acquisition of Bach Engineering. After acquiring EECO, Inc. in 1989, the company's name was changed to B/E Avionics. B/E Aerospace became a public company listed on the NASDAQ in April 1990. In 1992, B/E Aerospace acquired the assets of PTC Aerospace, Inc. and Aircraft Products Company, transforming B/E Aerospace into a cabin interiors provider, and the company's name became "B/E Aerospace, Inc." Over the next 10 years, acquisitions of interior equipment companies established B/E Aerospace as a renowned interiors provider. In 2001, B/E Aerospace expanded its operations to include distribution by acquiring M&M Aerospace. Honeywell's Consumables Solutions business was acquired in 2008, establishing B/E Aerospace as a global leader in distributing aerospace fasteners and consumables, and provider of logistics services. In 2014, the Consumables Management Segment, which consisted of B/E Aerospace's aerospace distribution and energy services businesses, was spun-off to form KLX.

        B/E Aerospace's executive offices are located at 1400 Corporate Center Way, Wellington, Florida, 33414, its website address is www.beaerospace.com, and its phone number is (561) 791-5000. Information contained on B/E Aerospace's website does not constitute part of this joint proxy statement/prospectus. B/E Aerospace common stock is listed on the NASDAQ, trading under the symbol "BEAV."

Merger Sub

        Merger Sub, a wholly owned subsidiary of Rockwell Collins, is a Delaware corporation incorporated on October 19, 2016 for the purpose of effecting the merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Sub are located at 400 Collins Road NE, Cedar Rapids, Iowa 52498.

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ROCKWELL COLLINS SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to the Rockwell Collins stockholders as part of a solicitation of proxies by the Rockwell Collins Board for use at the Rockwell Collins special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides Rockwell Collins stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Rockwell Collins special meeting.

Date, Time and Place

        The special meeting of Rockwell Collins stockholders will be held at the Cedar Rapids Marriott, 1200 Collins Road NE, Cedar Rapids, Iowa, on March 9, 2017, at 8:30 a.m. (Central time) Rockwell Collins intends to mail this joint proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the Rockwell Collins special meeting on or about February 6, 2017.

Purpose of the Rockwell Collins Special Meeting

        At the Rockwell Collins special meeting, Rockwell Collins stockholders will be asked to consider and vote on the following:

        Completion of the merger is conditioned on the approval of the Share Issuance proposal.

Recommendation of the Rockwell Collins Board

        On October 21, 2016, the Rockwell Collins Board adopted the merger agreement, declared the merger agreement advisable and determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of Rockwell Collins and its stockholders. Accordingly, the Rockwell Collins Board unanimously recommends that Rockwell Collins stockholders vote "FOR" the Share Issuance proposal and "FOR" the Rockwell Collins Adjournment proposal.

        Rockwell Collins stockholders should carefully read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the other transactions contemplated by the merger agreement.

Rockwell Collins Record Date; Stockholders Entitled to Vote

        Only holders of record of Rockwell Collins common stock at the close of business on January 18, 2017 will be entitled to notice of, and to vote at, the Rockwell Collins special meeting or any adjournments or postponements thereof.

        As of the record date, there were 130,799,839 shares of Rockwell Collins common stock outstanding and entitled to vote at the Rockwell Collins special meeting. Each share of Rockwell Collins common stock outstanding on the Rockwell Collins record date entitles the holder thereof to one vote on each proposal to be considered at the Rockwell Collins special meeting, in person or by

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proxy through the Internet or by telephone or by a properly executed and delivered proxy with respect to the Rockwell Collins special meeting.

        A complete list of stockholders entitled to vote at the Rockwell Collins special meeting will be available for examination by any Rockwell Collins stockholder in the Investor Relations department at Rockwell Collins' corporate office at 400 Collins Road NE, Cedar Rapids, Iowa for purposes pertaining to the Rockwell Collins special meeting, during ordinary business hours for a period of 10 days before the Rockwell Collins special meeting, and at the time and place of the Rockwell Collins special meeting.

Voting by Rockwell Collins' Directors and Executive Officers

        As of the record date Rockwell Collins directors and executive officers and their affiliates were entitled to vote 363,896 shares of Rockwell Collins common stock or approximately less than 1% of the shares of Rockwell Collins common stock outstanding on that date. Rockwell Collins currently expects its directors and executive officers to vote their shares in favor of all Rockwell Collins proposals, but no director or executive officer has entered into any agreement obligating him or her to do so.

Quorum

        The Rockwell Collins by-laws provide that the holders of a majority of the issued and outstanding stock of Rockwell Collins present either in person or by proxy will constitute a quorum for the transaction of business at the Rockwell Collins special meeting.

        Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the Rockwell Collins special meeting.

        Broker non-votes, if any, will not be counted for the purpose of determining the presence of a quorum for the transaction of business at the Rockwell Collins special meeting.

Required Vote

        The required votes to approve the Rockwell Collins proposals are as follows:

Voting of Proxies by Holders of Record

How to Vote by Proxy If You Are the Record Holder of Your Shares

        If you were the record holder of your shares as of the Rockwell Collins record date, you may submit your proxy to vote by mail, by telephone or via the Internet. Note that if you hold your shares through the Rockwell Collins Retirement Savings Plan, which was established pursuant to Section 401(k) of the Internal Revenue Code and is referred to as the Rockwell Collins 401(k) Plan, additional restrictions apply as described below under "How to Vote Your 401(k) Plan Shares by Proxy."

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        Voting by Mail.    As an alternative to submitting your proxy via the Internet or by telephone, you may submit your proxy by mail.

How to Vote Your Rockwell Collins 401(k) Plan Shares by Proxy

        If you hold shares of Rockwell Collins common stock through the Rockwell Collins 401(k) Plan, you may vote your shares by telephone, mail or via the Internet as described above. If you vote your shares by telephone or via the Internet, your voting instructions must be received before 11:59 p.m. (Central time) on March 5, 2017 in order for the Rockwell Collins 401(k) Plan trustee to vote your shares. If you vote your shares by mail, your voting instructions must be received by March 5, 2017 in order for the Rockwell Collins 401(k) Plan trustee to vote your shares. If you hold shares through the Rockwell Collins 401(k) Plan and do not timely submit your voting instructions by this deadline, your applicable shares will be voted in the same proportion to the shares held in the Rockwell Collins 401(k) Plan for which votes were cast.

        If you hold shares of Rockwell Collins common stock through the Rockwell Collins 401(k) Plan, you may attend the Rockwell Collins special meeting. However, shares held through the Rockwell Collins 401(k) Plan can only be voted as described above, and cannot be voted in person at the Rockwell Collins special meeting.

General

        Please be aware that any costs related to voting via the Internet, such as Internet access charges, will be your responsibility.

        All properly signed proxies that are timely received and that are not revoked will be voted at the Rockwell Collins special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the Rockwell Collins Board. Unless a Rockwell Collins stockholder checks the box on its proxy card to withhold discretionary authority, the proxy holders may use their discretion to vote on other matters relating to the Rockwell Collins special meeting. In addition, as noted above, if you hold shares through the Rockwell Collins 401(k) Plan, you may attend the Rockwell Collins special meeting, but those shares can only be voted as described above, and cannot be voted at the Rockwell Collins special meeting.

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Treatment of Abstentions; Failure to Vote

        For purposes of the Rockwell Collins special meeting, an abstention occurs when a Rockwell Collins stockholder attends the Rockwell Collins special meeting, either in person or by proxy, but abstains from voting.

Shares Held in Street Name

        If you are a Rockwell Collins stockholder and your shares are held in "street name" through a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to Rockwell Collins or by voting in person at the Rockwell Collins special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of Rockwell Collins common stock on behalf of their customers may not give a proxy to Rockwell Collins to vote those shares with respect to the Share Issuance proposal and the Rockwell Collins Adjournment proposal without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power. Therefore, if you are a Rockwell Collins stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Attendance at the Rockwell Collins Special Meeting and Voting in Person

        Stockholders who wish to attend the Rockwell Collins special meeting will be required to present verification of ownership of Rockwell Collins common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued picture identification, such as a driver's license or passport, to gain admittance to the Rockwell Collins special meeting.

        If you are a stockholder of record and plan to attend the Rockwell Collins special meeting and wish to vote in person, you will be given a ballot at the Rockwell Collins special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, and you wish to

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vote in person at the Rockwell Collins special meeting, you must bring to the Rockwell Collins special meeting a legal proxy from the record holder of the shares (your broker, bank or other nominee) authorizing you to vote at the Rockwell Collins special meeting.

        No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Rockwell Collins special meeting.

Revocability of Proxies

        Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the Rockwell Collins special meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

        If you hold shares of Rockwell Collins common stock through the Rockwell Collins 401(k) Plan, you may revoke your proxy using any of the above methods (other than as described in the 4th bullet above), but must do so before 11:59 p.m. (Central time) on March 5, 2017 if you vote by telephone or via the Internet and your revocation must be received by March 5, 2017 if you vote by mail.

        If your shares are held by a broker, bank or other nominee or through the Rockwell Collins 401(k) Plan, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee, or Rockwell Collins 401(k) Plan administrator to find out how to do so.

Solicitation

        The Rockwell Collins Board is soliciting proxies for the Rockwell Collins special meeting from its stockholders. Rockwell Collins will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this joint proxy statement/prospectus, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of Rockwell Collins' regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. Rockwell Collins has retained Innisfree M&A Incorporated, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $23,000 plus reasonable out-of-pocket costs and expenses. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of Rockwell Collins common stock of record for beneficial owners for forwarding to such beneficial owners. Rockwell Collins may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

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Assistance

        If you need assistance with voting via the Internet, voting by telephone or completing your proxy card, or have questions regarding the Rockwell Collins special meeting, please contact Rockwell Collins' Shareowner Relations line at (319) 295-4045.

        Your vote is very important regardless of the number of shares of Rockwell Collins common stock that you own. Please vote your shares via the Internet or by telephone, or sign, date and return a proxy card promptly to ensure that your shares can be represented, even if you otherwise plan to attend the Rockwell Collins special meeting in person.

Tabulation of Votes

        Rockwell Collins has appointed Wells Fargo Shareowner Services, which is referred to as Wells Fargo, to serve as the Inspector of Election for the Rockwell Collins special meeting. Wells Fargo will independently tabulate affirmative and negative votes and abstentions.

Adjournments

        The Rockwell Collins special meeting may be adjourned to allow additional time for obtaining additional proxies. No notice of an adjourned meeting need be given if the time and place thereof are announced at the meeting at which the adjournment was taken unless:

        At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

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ROCKWELL COLLINS PROPOSALS

Item 1.    The Share Issuance Proposal

        (Item 1 on Rockwell Collins Proxy Card)

        In the Share Issuance proposal, Rockwell Collins is asking its stockholders to approve the issuance of Rockwell Collins common stock pursuant to the merger agreement. Approval of the Share Issuance proposal by Rockwell Collins stockholders is required for completion of the merger.

        The Rockwell Collins Board unanimously recommends a vote "FOR" the Share Issuance proposal (Item 1).

Item 2.    The Rockwell Collins Adjournment Proposal

        (Item 2 on Rockwell Collins Proxy Card)

        The Rockwell Collins special meeting may be adjourned to another time or place from time to time, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Rockwell Collins Special Meeting to approve the Share Issuance proposal.

        If, at the Rockwell Collins special meeting, the number of shares of Rockwell Collins common stock present or represented and voting in favor of the Share Issuance proposal is insufficient to approve the Share Issuance proposal, Rockwell Collins intends to adjourn the Rockwell Collins special meeting in order to enable the Rockwell Collins Board to solicit additional proxies for approval of the Share Issuance proposal.

        In the Rockwell Collins Adjournment proposal, Rockwell Collins is asking its stockholders to authorize the holder of any proxy solicited by the Rockwell Collins Board to vote in favor of granting authority to the proxy holders, and each of them individually, to adjourn the Rockwell Collins special meeting to another time and place for the purpose of soliciting additional proxies. If the Rockwell Collins stockholders approve the Rockwell Collins Adjournment proposal, Rockwell Collins could adjourn the Rockwell Collins special meeting and any adjourned session of the Rockwell Collins special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Rockwell Collins stockholders who have previously voted.

        The Rockwell Collins Board unanimously recommends a vote "FOR" the Rockwell Collins Adjournment proposal (Item 2).

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B/E AEROSPACE SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to the B/E Aerospace stockholders as part of a solicitation of proxies by the B/E Aerospace Board for use at the B/E Aerospace special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides B/E Aerospace stockholders with information they need to know to be able to vote or instruct their vote to be cast at the B/E Aerospace special meeting.

Date, Time and Place

        The special meeting of B/E Aerospace stockholders will be held at the Hilton Palm Beach Airport, 150 Australian Avenue, West Palm Beach, Florida, 33406-1473, on March 9, 2017, at 10:00 a.m. (Eastern time) B/E Aerospace intends to mail this joint proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the B/E Aerospace special meeting on or about February 6, 2017.

Purpose of the B/E Aerospace Special Meeting

        At the B/E Aerospace special meeting, B/E Aerospace stockholders will be asked to consider and vote on the following:

        Completion of the merger is conditioned on the approval of the Merger proposal.

Recommendation of the B/E Aerospace Board

        On October 23, 2016, the B/E Aerospace Board adopted the merger agreement, declared the merger agreement advisable and determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of B/E Aerospace and its stockholders. Accordingly, the B/E Aerospace Board unanimously recommends that B/E Aerospace stockholders vote "FOR" the Merger proposal, "FOR" the Merger-Related Compensation proposal and "FOR" the B/E Aerospace Adjournment proposal.

        B/E Aerospace stockholders should carefully read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the other transactions contemplated by the merger agreement.

B/E Aerospace Record Date; Stockholders Entitled to Vote

        Only holders of record of B/E Aerospace common stock at the close of business on January 18, 2017 will be entitled to notice of, and to vote at, the B/E Aerospace special meeting or any adjournments or postponements thereof.

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        As of the record date, there were 101,515,298 shares of B/E Aerospace common stock outstanding and entitled to vote at the B/E Aerospace special meeting. Each share of B/E Aerospace common stock outstanding on the B/E Aerospace record date entitles the holder thereof to one vote on each proposal to be considered at the B/E Aerospace special meeting, in person or by proxy through the Internet or by telephone or by a properly executed and delivered proxy with respect to the B/E Aerospace special meeting.

        A complete list of stockholders entitled to vote at the B/E Aerospace special meeting will be available for examination by any B/E Aerospace stockholder in the Investor Relations department at B/E Aerospace's corporate office at 1400 Corporate Center Way, Wellington, Florida, for purposes pertaining to the B/E Aerospace special meeting, between the hours of 9:00 a.m. and 4:00 p.m. (Eastern time) for a period of 10 days before the B/E Aerospace special meeting, and at the time and place of the B/E Aerospace special meeting.

Voting by B/E Aerospace's Directors and Executive Officers

        As of the record date, B/E Aerospace directors and executive officers and their affiliates were entitled to vote 269,296 shares of B/E Aerospace common stock or less than 1% of the shares of B/E Aerospace common stock outstanding on that date. B/E Aerospace currently expects its directors and executive officers to vote their shares in favor of all B/E Aerospace proposals, but no director or executive officer has entered into any agreement obligating him or her to do so. The number of shares reflected above does not include shares subject to outstanding unvested restricted stock awards or shares underlying unvested restricted stock units. For information with respect to restricted stock awards and restricted stock units, please see "—Treatment of Restricted Stock Awards" and "—Treatment of Restricted Stock Units" beginning on page 103 and page 104, respectively.

Quorum

        The B/E Aerospace by-laws require that the holders of a majority of the votes entitled to be cast be present in person or by proxy in order for the business of the B/E Aerospace special meeting to be transacted.

        Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the B/E Aerospace special meeting.

        Broker non-votes, if any, will not be counted for the purpose of determining the presence of a quorum for the transaction of business at the B/E Aerospace special meeting.

Required Vote

        The required votes to approve the B/E Aerospace proposals are as follows:

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Voting of Proxies by Holders of Record

How to Vote by Proxy If You Are the Record Holder of Your Shares

        If you were the record holder of your shares as of the B/E Aerospace record date, you may submit your proxy to vote by mail, by telephone or via the Internet. Note that if you hold your shares through the B/E Aerospace, Inc. Savings Plan, which was established pursuant to Section 401(k) of the Internal Revenue Code and is referred to as the B/E Aerospace 401(k) Plan, additional restrictions apply as described below under "How to Vote Your B/E Aerospace 401(k) Plan Shares by Proxy."

        Voting by Mail.    As an alternative to submitting your proxy via the Internet or by telephone, you may submit your proxy by mail.

How to Vote Your B/E Aerospace 401(k) Plan Shares by Proxy

        If you hold shares of B/E Aerospace common stock through the B/E Aerospace 401(k) Plan, you may vote your shares by telephone, mail or via the Internet as described above. If you vote your shares by telephone or via the Internet, your voting instructions must be received before 11:59 p.m. (Eastern time) on March 6, 2017 in order for the B/E Aerospace 401(k) Plan trustee to vote your shares. If you vote your shares by mail, your voting instructions must be received before 6:00 p.m. (Eastern time) on March 6, 2017 in order for the B/E Aerospace 401(k) Plan trustee to vote your shares. If you hold shares through the B/E Aerospace 401(k) Plan and do not timely submit your voting instructions by this deadline, your applicable shares will be voted in the same proportion to the shares held in the B/E Aerospace 401(k) Plan for which votes were cast.

        If you hold shares of B/E Aerospace common stock through the B/E Aerospace 401(k) Plan, you may attend the B/E Aerospace special meeting. However, shares held through the B/E Aerospace 401(k) Plan can only be voted as described above, and cannot be voted in person at the B/E Aerospace special meeting.

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General

        Please be aware that any costs related to voting via the Internet, such as Internet access charges, will be your responsibility.

        All properly signed proxies that are timely received and that are not revoked will be voted at the B/E Aerospace special meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the B/E Aerospace Board. Unless a B/E Aerospace stockholder checks the box on its proxy card to withhold discretionary authority, the proxy holders may use their discretion to vote on other matters relating to the B/E Aerospace special meeting.

Treatment of Abstentions; Failure to Vote

        For purposes of the B/E Aerospace special meeting, an abstention occurs when a B/E Aerospace stockholder attends the B/E Aerospace special meeting, either in person or by proxy, but abstains from voting.

Shares Held in Street Name

        If you are a B/E Aerospace stockholder and your shares are held in "street name" through a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to B/E Aerospace or by voting in person at the B/E Aerospace special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of B/E Aerospace common stock on behalf of their customers may not give a proxy to B/E Aerospace to vote those shares with respect to the Merger proposal, the Merger-Related Compensation proposal and the B/E Aerospace Adjournment proposal without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

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Therefore, if you are a B/E Aerospace stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Attendance at the B/E Aerospace Special Meeting and Voting in Person

        Stockholders who wish to attend the B/E Aerospace special meeting will be required to present verification of ownership of B/E Aerospace common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued picture identification, such as a driver's license or passport, to gain admittance to the B/E Aerospace special meeting.

        If you are a stockholder of record and plan to attend the B/E Aerospace special meeting and wish to vote in person, you will be given a ballot at the B/E Aerospace special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, and you wish to vote in person at the B/E Aerospace special meeting, you must bring to the B/E Aerospace special meeting a legal proxy from the record holder of the shares (your broker, bank or other nominee) authorizing you to vote at the B/E Aerospace special meeting. In addition, as noted above, if you hold shares through the B/E Aerospace 401(k) Plan, you may attend the B/E Aerospace special meeting, but those shares can only be voted as described above, and cannot be voted at the B/E Aerospace special meeting.

        No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the B/E Aerospace special meeting.

Revocability of Proxies

        Any stockholder giving a proxy has the power to revoke it at any time before the proxy is voted at the B/E Aerospace special meeting. If you are a stockholder of record, you may revoke your proxy in any of the following ways:

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        If you hold shares of B/E Aerospace common stock through the B/E Aerospace 401(k) Plan, you may revoke your proxy using any of the above methods (other than (4) above), but must do so before 11:59 p.m. (Eastern time) on March 6, 2017 if you vote by telephone or via the Internet and your revocation must be received before 6:00 p.m. (Eastern time) on March 6, 2017 if you vote by mail.

        If your shares are held by a broker, bank or other nominee or through the B/E Aerospace 401(k) Plan, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee, or B/E Aerospace 401(k) Plan administrator to find out how to do so.

Solicitation

        The B/E Aerospace Board is soliciting proxies for the B/E Aerospace special meeting from its stockholders. B/E Aerospace will bear the entire cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this joint proxy statement/prospectus, the proxy card and any additional materials furnished to stockholders. Proxies may be solicited by directors, officers and a small number of B/E Aerospace's regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. B/E Aerospace has retained Georgeson LLC to assist in the solicitation of proxies for a fee of approximately $15,000 plus reasonable out-of-pocket costs and expenses. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of B/E Aerospace common stock of record for beneficial owners for forwarding to such beneficial owners. B/E Aerospace may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Assistance

        If you need assistance with voting via the Internet, voting by telephone or completing your proxy card, or have questions regarding the B/E Aerospace special meeting, please contact B/E Aerospace's Investor Relations department at (561) 791-5000.

        Your vote is very important regardless of the number of shares of B/E Aerospace common stock that you own. Please vote your shares via the Internet or by telephone, or sign, date and return a proxy card promptly to ensure that your shares can be represented, even if you otherwise plan to attend the B/E Aerospace special meeting in person.

Tabulation of Votes

        B/E Aerospace has appointed Computershare Trust Company, N.A., which is referred to as Computershare to serve as the Inspector of Election for the B/E Aerospace special meeting. Computershare will independently tabulate affirmative and negative votes and abstentions.

Adjournments

        The B/E Aerospace special meeting may be adjourned to allow additional time for obtaining additional proxies. No notice of an adjourned meeting need be given if the time and place thereof are announced at the meeting at which the adjournment was taken unless:

        At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

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B/E AEROSPACE PROPOSALS

Item 1.    The Merger Proposal

        (Item 1 on B/E Aerospace Proxy Card)

        In the Merger proposal, B/E Aerospace is asking its stockholders to adopt the merger agreement. Approval of the Merger proposal by B/E Aerospace stockholders is required for completion of the merger.

The B/E Aerospace Board unanimously recommends a vote "FOR" the Merger proposal (Item 1).

Item 2.    The Merger-Related Compensation Proposal

        (Item 2 on B/E Aerospace Proxy Card)

        In the Merger-Related Compensation proposal, B/E Aerospace is asking its stockholders to approve, on an advisory basis, the merger-related compensation arrangements of B/E Aerospace's named executive officers.

        Because the vote on the Merger-Related Compensation proposal is advisory only, it will not be binding on either B/E Aerospace or Rockwell Collins. Accordingly, if the Merger proposal is approved and the merger is completed, the merger-related compensation will be payable to B/E Aerospace's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the Merger-Related Compensation proposal.

        The B/E Aerospace Board unanimously recommends a vote "FOR" the Merger-Related Compensation proposal (Item 2).

Item 3.    The B/E Aerospace Adjournment Proposal

        (Item 3 on B/E Aerospace Proxy Card)

        The B/E Aerospace special meeting may be adjourned to another time or place from time to time, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the B/E Aerospace Special Meeting to approve the Merger proposal.

        If, at the B/E Aerospace special meeting, the number of shares of B/E Aerospace common stock present or represented and voting in favor of the Merger proposal is insufficient to approve the Merger proposal, B/E Aerospace intends to adjourn the B/E Aerospace special meeting in order to enable the B/E Aerospace Board to solicit additional proxies for approval of the Merger proposal.

        In the B/E Aerospace Adjournment proposal, B/E Aerospace is asking its stockholders to authorize the holder of any proxy solicited by the B/E Aerospace Board to vote in favor of granting authority to the proxy holders, and each of them individually, to adjourn the B/E Aerospace special meeting to another time and place for the purpose of soliciting additional proxies. If the B/E Aerospace stockholders approve the B/E Aerospace Adjournment proposal, B/E Aerospace could adjourn the B/E Aerospace special meeting and any adjourned session of the B/E Aerospace special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from B/E Aerospace stockholders who have previously voted.

        The B/E Aerospace Board unanimously recommends a vote "FOR" the B/E Aerospace Adjournment proposal (Item 3).

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed combined financial statements have been prepared to illustrate the estimated effects of the merger and the related financing transactions. The unaudited pro forma condensed combined balance sheet as of September 30, 2016 is based on the individual historical consolidated balance sheets of Rockwell Collins and B/E Aerospace, and has been prepared to reflect the merger as if it occurred on September 30, 2016, which was the end of Rockwell Collins 2016 fiscal year. The unaudited pro forma condensed combined statement of income for the year ended September 30, 2016 combines the historical results of operations of Rockwell Collins and B/E Aerospace, and has been prepared to reflect the merger as if it occurred on October 1, 2015, the first day of Rockwell Collins 2016 fiscal year.

        Rockwell Collins operates on a 52/53 week fiscal year ending on the Friday closest to September 30. Fiscal year 2016 was a 52-week year. For ease of presentation, September 30 is utilized consistently throughout these unaudited pro forma condensed combined financial statements and notes to represent the fiscal year-end date. All date references contained herein relate to Rockwell Collins' fiscal year unless otherwise stated. B/E Aerospace's fiscal year ends on December 31. As a result of Rockwell Collins and B/E Aerospace's different fiscal years:

        The historical consolidated financial information in the unaudited pro forma condensed combined financial statements has been adjusted to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statement of income, expected to have a continuing impact on the combined results of Rockwell Collins and B/E Aerospace. The unaudited pro forma condensed combined financial statements do not give effect to any cost savings, operating synergies or revenue synergies that may result from the merger or the costs to achieve any such cost savings, operating synergies and revenue synergies, except for adjustments to reflect the net decrease in compensation expense related to certain B/E Aerospace executives and B/E Aerospace Board members for whom employment terminates immediately upon change in control in accordance with existing employment arrangements.

        The unaudited pro forma condensed combined financial statements are for informational purposes only and are not necessarily indicative of what the actual financial results of Rockwell Collins would have been had the merger occurred on the dates or for the periods indicated, nor do they purport to project the financial results of Rockwell Collins for any future periods or as of any date. The unaudited pro forma combined financial statements contain estimated adjustments, which are based on information available to management; accordingly, such adjustments are subject to change and the impact of such changes may be material. Although Rockwell Collins and B/E Aerospace have entered into the merger agreement, there is no guarantee that the merger will be completed on the terms set forth therein or at all.

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        The following unaudited pro forma condensed combined financial statements should be read in conjunction with:

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2016
(in millions)

 
  Historical
Rockwell Collins
  Historical
B/E Aerospace
  Pro Forma
Adjustments
  Note
References
  Pro Forma
Combined
 

ASSETS

                             

Current Assets:

                             

Cash and cash equivalents

  $ 340   $ 126   $ 160   3a   $ 626  

Receivables, net

    1,094     432     97   3b     1,623  

Inventories, net

    1,939     1,252     (604 ) 3c     2,587  

Other current assets

    117     60             177  

Total current assets

    3,490     1,870     (347 )       5,013  

Property

    1,035     392             1,427  

Goodwill

    1,919     814     5,332   3d     8,065  

Intangible Assets

    667     221     2,237   3e     3,125  

Deferred Income Taxes

    219         (219 ) 3f      

Other Assets

    377     52     25   3g     454  

TOTAL ASSETS

  $ 7,707   $ 3,349   $ 7,028       $ 18,084  

LIABILITIES AND EQUITY

                             

Current Liabilities:

                             

Short-term debt

  $ 740   $   $ 150   3h   $ 890  

Accounts payable

    527     336     98   3i     961  

Compensation and benefits

    269         142   3j, 3k     411  

Advance payments from customers

    283         122   3j     405  

Accrued customer incentives

    246         53   3j     299  

Product warranty costs

    87         105   3j     192  

Accrued liabilities

        563     (563 ) 3j      

Other current liabilities

    194         160   3j, 3l     354  

Total current liabilities

    2,346     899     267         3,512  

Long-term Debt, Net

    1,382     2,036     3,664   3h     7,082  

Retirement Benefits

    1,660                 1,660  

Deferred Income Taxes

        92     514   3f     606  

Other Liabilities

    235     131             366  

Equity:

                             

Common stock

    1     1     (1 ) 3m     1  

Additional paid-in capital

    1,506     (819 )   3,656   3m, 3n     4,343  

Retained earnings

    3,327     1,419     1,482   3m, 3o     3,264  

Accumulated other comprehensive loss

    (1,898 )   (149 )   149   3m     (1,898 )

Common stock in treasury, at cost

    (858 )   (261 )   261   3m     (858 )

Total shareowners' equity

    2,078     191     2,583         4,852  

Noncontrolling interest

    6                 6  

Total equity

    2,084     191     2,583         4,858  

TOTAL LIABILITIES AND EQUITY

  $ 7,707   $ 3,349   $ 7,028       $ 18,084  

   

See accompanying "Notes to Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 177 of this joint proxy statement/prospectus.

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Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended September 30, 2016
(in millions, except per share amounts)

 
  Historical
Rockwell Collins
  Historical
B/E Aerospace
  Pro Forma
Adjustments
  Note
References
  Pro Forma
Combined
 

Sales:

                             

Revenues

  $   $ 2,862   $ (2,862 ) 3p   $  

Product sales

    4,411         2,791   3p     7,202  

Service sales

    848         69   3p     917  

Total sales

    5,259     2,862     (2 )       8,119  

Costs, expenses and other:

                             

Cost of sales

        1,739     (1,739 ) 3q      

Product cost of sales

    3,045         2,292   3q, 3r     5,337  

Service cost of sales

    597         32   3q     629  

Selling, general and administrative expenses          

    638     326     (3 ) 3s     961  

Research, development and engineering

        275     (275 ) 3t      

Interest expense

    64     91     72   3u     227  

Other income, net

    (20 )               (20 )

Total costs, expenses and other

    4,324     2,431     379         7,134  

Income from continuing operations before income taxes

    935     431     381         985  

Income tax expense

    208     96     116   3v     188  

Income from continuing operations

  $ 727   $ 335   $ (265 )     $ 797  

Income from continuing operations per basic common share attributable to Rockwell Collins common shareholders

  $ 5.57                   $ 4.93  

Income from continuing operations per diluted common share attributable to Rockwell Collins common shareholders

  $ 5.50                   $ 4.88  

Basic weighted average common shares outstanding

    130.5           31.1   2c     161.6  

Diluted weighted average common shares outstanding

    132.1           31.3   2c, 2d     163.4  

   

See accompanying "Notes to Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 177 of this joint proxy statement/prospectus.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1: Description of the Transaction and Basis of Presentation

        On October 23, 2016, Rockwell Collins and B/E Aerospace announced that the board of directors of both companies reached an agreement under which Rockwell Collins will acquire B/E Aerospace. Upon completion of the merger, each issued and outstanding share of B/E Aerospace common stock will be converted into the right to receive the $62.00 per share merger consideration, including $34.10 in cash and a number of Rockwell Collins shares equal to the exchange ratio, which depends on the Rockwell Collins stock price. If the Rockwell Collins stock price is greater than or equal to $77.41 and less than or equal to $89.97 per share, the exchange ratio will be the quotient of $27.90 divided by the Rockwell Collins stock price. If the Rockwell Collins stock price is greater than $89.97, the exchange ratio will be 0.3101. If the Rockwell Collins stock price is less than $77.41, the exchange ratio will be 0.3604. Accordingly, the actual number of shares and the value of Rockwell Collins common stock delivered to B/E Aerospace stockholders will depend on the Rockwell Collins stock price, and the value of the shares of Rockwell Collins common stock delivered for each such share of B/E Aerospace common stock may be greater than, less than or equal to $27.90. A 10% increase or decrease in the price of Rockwell Collins common stock from the closing price of Rockwell Collins common stock as of January 26, 2017 of $91.26 per share would increase the value of merger consideration to be paid by approximately $283 million or decrease the value of merger consideration to be paid by approximately $40 million, respectively.

        Rockwell Collins anticipates that approximately $3.560 billion will be required to pay the aggregate cash portion of the merger consideration to the B/E Aerospace stockholders. Rockwell Collins expects to issue up to $4.35 billion in aggregate principal amount of its senior unsecured notes in one or more public offerings and/or private placements and borrow up to $1.5 billion under a new senior unsecured syndicated term loan facility. Rockwell Collins has obtained a bridge loan commitment of $4.35 billion that would be funded only to the extent some or all of the senior unsecured notes described above are not issued prior to the consummation of the acquisition. There can be no assurance that Rockwell Collins will finance the merger in the manner and amount as anticipated.

        The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, or ASC 805, which requires the determination of the acquirer, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill. Rockwell Collins is considered to be the acquirer of B/E Aerospace for accounting purposes.

        To prepare the unaudited pro forma condensed combined financial statements, Rockwell Collins adjusted B/E Aerospace's assets and liabilities to their estimated fair values based on preliminary valuation work. As of the date of this joint proxy statement/ prospectus, Rockwell Collins has not completed the detailed valuation work necessary to finalize the required estimated fair values of the B/E Aerospace assets to be acquired and liabilities to be assumed and the related allocation of purchase price. The final allocation of the purchase price will be determined after the transaction is completed and after completion of an analysis to determine the estimated net fair value of B/E Aerospace's assets and liabilities. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Also, as of the date of this joint proxy statement/prospectus, Rockwell Collins has not identified all adjustments necessary to conform B/E Aerospace's accounting policies to Rockwell Collins accounting policies. Rockwell Collins will conduct a final review of B/E Aerospace's accounting policies as of the date of the completion of the merger in an effort to determine if differences in accounting policies require adjustment or reclassification of B/E Aerospace's results of operations or reclassification of assets or liabilities to conform to Rockwell Collins' accounting policies and classifications. As a result of this review, the final acquisition accounting adjustments may be materially different from the unaudited pro forma

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adjustments. The unaudited pro forma condensed combined financial statements do not give effect to any cost savings, operating synergies or revenue synergies that may result from the merger or the costs to achieve any such cost savings, operating synergies and revenue synergies, except for adjustments to reflect the net decrease in compensation expense related to certain B/E Aerospace executives and B/E Aerospace Board members for whom employment terminates immediately upon change in control in accordance with existing employment arrangements. There were no material transactions between Rockwell Collins and B/E Aerospace during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated except as detailed in Note 3p below.

NOTE 2: Preliminary Consideration Transferred and Preliminary Fair Value of Net Assets Acquired

        The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the estimated fair values of the B/E Aerospace identifiable assets acquired and liabilities assumed. The excess of consideration over these fair values is recorded to goodwill. The preliminary unaudited pro forma purchase price allocation was based on discussions with B/E Aerospace's management, Rockwell Collins historical experience, data that was available through the public domain, Rockwell Collins due diligence review of B/E Aerospace's business, and reviews of publicly disclosed allocations for other acquisitions in the industry. Until the merger is completed, Rockwell Collins and B/E Aerospace are limited in their ability to share information with each other. Upon completion of the merger, additional valuation work will be performed and any increases or decreases in the fair value of assets acquired or liabilities assumed will result in adjustments to the balance sheet and/or statement of income until the purchase price allocation is finalized. The following tables represent the estimated consideration transferred and preliminary allocation of total estimated consideration transferred as if the merger occurred on September 30, 2016:

(in millions)
  Note   Amount  

Calculation of estimated consideration to be transferred:

           

Cash consideration to be paid for B/E Aerospace outstanding common stock

  2a   $ 3,415  

Cash consideration to be paid for B/E Aerospace dilutive equity holders

  2b     145  

Total cash consideration

        3,560  

Less cash acquired

        (126 )

Net cash consideration paid

        3,434  

Fair value of Rockwell Collins common stock to be issued for B/E Aerospace outstanding common stock

  2c     2,835  

Fair value of Rockwell Collins common stock to be issued for B/E Aerospace dilutive equity holders

  2d     2  

Total estimated consideration transferred

      $ 6,271  

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(in millions)
  Amount  

Recognized amounts of identifiable assets acquired and liabilities assumed:

       

Current assets, net of cash acquired

  $ 1,237  

Property and equipment

    392  

Goodwill

    6,146  

Intangible assets

    2,458  

Other assets

    52  

Total assets

    10,285  

Current liabilities

    (974 )

B/E Aerospace debt expected to be repaid

    (2,064 )

Other liabilities

    (976 )

Total liabilities

    (4,014 )

Estimated total merger consideration

  $ 6,271  
a.
Cash consideration to be paid for B/E Aerospace outstanding common stock is computed as follows (for information regarding the source of funding for this cash consideration, see Note 3h):
(in millions, except per share amounts)
  Amount  

Outstanding shares of B/E Aerospace common stock (as of October 25, 2016)

    100.1  

Dilutive shares of B/E Aerospace common stock entitled to merger consideration

    0.1  

Total estimated shares of B/E Aerospace common stock entitled to merger consideration

    100.2  

Cash consideration to be paid per B/E Aerospace basic share

  $ 34.10  

Cash consideration to be paid to B/E Aerospace shareholders

  $ 3,415  
b.
Cash consideration to be paid for each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted prior to the date of the merger agreement is computed as follows (for information regarding the source of funding for this cash consideration, see Note 3h):
(in millions, except per share amounts)
  Amount  

Shares of B/E Aerospace dilutive security holders to be settled in cash, per merger agreement

    2.3  

Cash consideration to be paid per B/E Aerospace dilutive share

  $ 62.00  

Cash consideration to be paid to B/E Aerospace shareholders

  $ 145  

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c.
The fair value of Rockwell Collins common stock to be issued for B/E Aerospace outstanding common stock is computed as follows:
(in millions, except per share amounts)
  Amount  

Outstanding shares of B/E Aerospace common stock (as of October 25, 2016)

    100.1  

Dilutive shares of B/E Aerospace common stock entitled to merger consideration

    0.1  

Total estimated shares of B/E Aerospace common stock entitled to merger consideration

    100.2  

Exchange ratio(1)

    0.3101  

Shares of Rockwell Collins common stock to be issued for B/E Aerospace outstanding common stock ($0.01 par value)

    31.1  

Price per share of Rockwell Collins common stock as of January 26, 2017

  $ 91.26  

Fair value of Rockwell Collins common stock to be issued for B/E Aerospace common stock

  $ 2,835  

(1)
The exchange ratio is equal to 0.3101, which is the minimum exchange ratio under the two-way collar mechanism (explained in detail along with a more detailed explanation of the merger consideration in Note 1 and in the section entitled "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128), based on the price of Rockwell Collins common stock as of January 26, 2017 ($91.26).
d.
The fair value of Rockwell Collins restricted stock to be issued for each outstanding award of B/E Aerospace restricted stock and each B/E Aerospace restricted stock unit award that in each case was granted on or following the date of the merger agreement is computed as follows:
(in millions, except per share amounts)
  Amount  

Shares of B/E Aerospace dilutive security holders to be exchanged for Rockwell Collins stock, per merger agreement

    0.3  

Equity Award Exchange ratio(1)

    0.6838  

Shares of Rockwell Collins common stock to be issued for B/E Aerospace dilutive security holders

    0.2  

Price per share of Rockwell Collins common stock as of January 26, 2017

  $ 91.26  

Fair value of Rockwell Collins restricted stock to be issued for B/E Aerospace restricted stock

  $ 19  

Less: Estimated fair value allocated to post acquisition compensation expense

    (17 )

Fair value allocated to purchase consideration(2)

    2  

(1)
The equity award exchange ratio is equal to the value of the merger consideration (which is equal to $62.40, the sum of the values of the cash portion of the merger consideration ($34.10) and the stock portion of the merger consideration ($28.30)) divided by Rockwell Collins stock price as of January 26, 2017 ($91.26). The merger consideration is explained in detail in Note 1 and in the section entitled "The Merger Agreement—Merger Consideration to be Received by B/E Aerospace Stockholders" beginning on page 128.

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(2)
Rockwell Collins intends to conduct additional analysis to determine the fair value allocation of restricted stock between purchase consideration and post-acquisition expense.

NOTE 3: Pro Forma Adjustments

Reclassifications

        The following items are presented as reclassifications in the unaudited pro forma condensed combined financial statements for purposes of conforming B/E Aerospace's classification of certain assets, liabilities, income and expenses to Rockwell Collins' classification for the combined presentation:

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

        The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined balance sheet:

a.
Cash and cash equivalents

        Adjustments to cash include the following;

(in millions)
  Amount  

Net proceeds of bridge credit facility and new term loan

  $ 5,799  

Fees associated with new Rockwell Collins revolving credit facility

    (2 )

Scheduled payment of accrued interest on B/E Aerospace term loan

    (13 )

Repayment of B/E Aerospace term loan (see Note 3h)

    (2,064 )

Cash purchase consideration (see Note 2)

    (3,560 )

Pro forma adjustment, Cash and cash equivalents

  $ 160  

        The $5.799 billion net cash proceeds from new financing assumes gross borrowings of $4.35 billion from the bridge facility and $1.5 billion from the new term loan. The gross proceeds are offset by bridge facility fees of $49 million, including $27 million of commitment fees which would be expensed prior to funding, and term loan fees of $2 million. See Note 3h for additional information regarding the intended debt financing to fund the transaction.

b.
Receivables, net

        The adjustment reflects the reclassification of $97 million of B/E Aerospace percentage of completion related program costs and estimated earnings in excess of billings from Inventories, net to Receivables, net in order to conform to Rockwell Collins presentation.

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c.
Inventories, net

        The adjustments reflect the reclassification of $97 million of percentage of completion program costs and estimated earnings in excess of billings (see Note 3b) and the elimination of $507 million of B/E Aerospace capitalized development costs on long-term seller furnished equipment (SFE) contracts. Revenue for the SFE contracts is recognized on percentage of completion (units of delivery) basis by B/E Aerospace but is expected to be recognized when realizable and earned, consistent with the guidance in Staff Accounting Bulletin 104 (SAB 104), after the merger in order to conform with Rockwell Collins' accounting policies. The transition from percentage of completion to SAB 104 revenue recognition for the SFE programs is not expected to have a material impact on the timing of revenue recognition related to those programs, but will have an impact on the timing of costs as reflected in Note 3r.

d.
Goodwill

        The adjustment reflects the elimination of $814 million of historical B/E Aerospace goodwill, offset by the addition of new goodwill resulting from the merger. The $6.146 billion of estimated merger-related goodwill is based on the preliminary estimates and information summarized in Note 2.

e.
Intangible assets

        The adjustment reflects the elimination of $221 million of historical B/E Aerospace intangible assets, offset by a preliminary fair value estimate of identifiable intangible assets acquired. The intangible assets to be acquired primarily consist of the following:

(in millions, except estimated life)
  Estimated
Fair Value
  Estimated
Life

Acquired airline customer relationships

  $ 1,490   10 years

Acquired OEM customer relationships

    259   13 years

Acquired developed technology

    709   12 years

Pro forma adjustment, Intangible assets

  $ 2,458    
f.
Deferred income taxes

        The net adjustment of $733 million, comprised of a $219 million reduction of deferred tax assets and a $514 million increase in deferred tax liabilities, is primarily due to recording the deferred tax impact of the acquired intangibles which are not tax deductible and the impact of the inventory adjustments related to the SFE contracts.

g.
Other assets

        Adjustments reflect changes in capitalized debt issuance costs due to the following:

(in millions)
  Amount  

Rockwell Collins new bridge loan funding fees

  $ 22  

Rockwell Collins new revolving credit facility fees

    2  

Rockwell Collins new term loan fees

    2  

Elimination of Rockwell Collins costs related to existing revolving credit facility

    (1 )

Pro forma adjustment, Other assets

  $ 25  

        See Note 3h for additional discussion of the related changes in short and long-term debt associated with the merger.

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h.
Short-term debt and Long-term debt, net

        Adjustments to Short-term debt and Long-term debt, net include the following:

(in millions)
  Amount  

Rockwell Collins borrowings pursuant to bridge financing

  $ 4,350  

Rockwell Collins borrowings pursuant to term loan facility

    1,500  

Repayment of B/E Aerospace existing term loan facility

    (2,064 )

Elimination of unamortized issuance costs on repayment of B/E Aerospace existing term loan facility

    28  

Total

    3,814  

Less current portion of new term loan facility

    (150 )

Pro forma adjustment, Long-term debt, net

  $ 3,664  

        Rockwell Collins expects to fund the cash component of the acquisition consideration and refinance debt acquired with the transaction by issuing up to $4.35 billion in aggregate principal amount of senior unsecured notes in one or more public offerings and/or private placements and borrowing up to $1.5 billion under a new senior unsecured syndicated term loan facility. Rockwell Collins has obtained a bridge loan commitment of $4.35 billion that would be drawn only to the extent some or all of the senior unsecured notes described above are not issued prior to consummation of the acquisition. Rockwell Collins also plans to enter into an agreement to extend the duration of its current five-year revolving credit facility by approximately three years and increase the amount available under the facility to $1.5 billion from $1.2 billion currently available under its five-year and 364-day facilities. There can be no assurance that Rockwell Collins will finance the merger in the manner and amounts as anticipated.

        Rockwell Collins has assumed, for purposes of the unaudited pro forma condensed combined financial statements, that it will borrow $4.35 billion under the bridge facility and $1.5 billion under a new term loan facility. The unaudited pro forma condensed combined balance sheet as of September 30, 2016 has been adjusted to reflect the merger as if it occurred on September 30, 2016, and consequently, in connection with obtaining the committed debt financing on such date, approximately $28 million of financing costs were recorded in Other Assets on the unaudited pro forma condensed combined balance sheet.

        As noted above, Rockwell Collins anticipates that some or all of the bridge facility will be replaced prior to funding by the issuance of debt securities. Further, at or shortly after completion of the merger, Rockwell Collins expects to repay the outstanding $2.064 billion principal amount of B/E Aerospace's existing term loan facility, which includes $28 million unamortized issuance costs. Based on this anticipated debt financing and repayment of debt, Rockwell Collins estimates that the debt issuance costs (including underwriting fees and related expenses) related to the $4.35 billion senior unsecured notes, rather than the bridge facility, would increase from $22 million to approximately $40 million, and that the amortization, recorded as interest expense, would decrease from $22 million to approximately $4 million for the year ended September 30, 2016. Actual amounts could differ from these assumptions.

i.
Accounts payable

        The adjustments reflect the accrual of $33 million of Rockwell Collins estimated transaction related costs and $65 million of B/E Aerospace estimated transaction costs.

j.
Current liabilities

        The adjustments reflect the reclassification of $563 million of B/E Aerospace current liabilities from Accrued liabilities to Compensation and benefits ($83 million), Advance payments from customers

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($122 million), Accrued customer incentives ($53 million), Product warranty costs ($105 million) and Other current liabilities ($200 million) in order to conform to Rockwell Collins presentation.

k.
Compensation and benefits

        Adjustments include the reclassification of $83 million of B/E Aerospace compensation and benefit liabilities from Accrued liabilities (see Note 3j) and the accrual of $59 million in change of control severance obligations and transaction bonuses due to certain B/E Aerospace executives.

l.
Other current liabilities

        Adjustments to Other current liabilities include the following:

(in millions)
  Amount  

Reclassification from Accrued liabilities (see Note 3j)

  $ 200  

Decrease in interest payable due to repayment of B/E Aerospace term loan facility

    (13 )

Tax impact of transaction costs

  $ (27 )

Pro forma adjustment, Other current liabilities

  $ 160  
m.
Shareowners' equity

        Adjustments to Shareowners' equity include the elimination of B/E Aerospace's historical equity balances, including the following:

(in millions)
  Amount  

Common stock

  $ (1 )

Additional paid-in capital

    819  

Retained earnings

    (1,419 )

Accumulated other comprehensive loss

    149  

Common stock in treasury, at cost

    261  

Pro forma adjustment, Shareowners' equity

  $ (191 )
n.
Additional paid-in capital

        Adjustments include $2.837 billion of new equity related to the issuance of Rockwell Collins common shares as merger consideration (see Note 2) and the elimination of B/E Aerospace's historical deficit of $819 million (see Note 3m).

o.
Retained earnings

        Adjustments to Retained earnings include the following:

(in millions)
  Amount  

Elimination of B/E Aerospace historical balance (see Note 3m)

  $ (1,419 )

Rockwell Collins transaction related costs

    (33 )

Transaction bonuses due to certain B/E Aerospace executives

    (28 )

Rockwell Collins bridge credit facility fees (see Note 3a)

    (27 )

Tax benefit of bridge facility costs and executive compensation

    26  

Rockwell Collins revolving credit facility fees

    (1 )

Pro forma adjustment, Retained earnings

  $ (1,482 )

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Adjustments to Unaudited Pro Forma Condensed Combined Statement of Income

        The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined statement of income:

p.
Revenues, Product sales and Service sales

        The adjustments reflect reclassifications to reflect the segmentation of $2.862 billion of B/E Aerospace Revenues into Product sales ($2.793 billion) and Service sales ($69 million) in order to conform to Rockwell Collins presentation. In addition, the adjustments reflect the elimination of $2 million of product sales between Rockwell Collins and B/E Aerospace.

q.
Cost of sales, Product cost of sales and Service cost of sales

        The adjustments reflect reclassifications to reflect the segmentation of $1.739 billion of B/E Aerospace Cost of sales into Product cost of sales ($1.707 billion) and Service cost of sales ($32 million) in order to conform to Rockwell Collins presentation.

r.
Product cost of sales

        Adjustments to Product cost of sales include the following:

(in millions)
  Amount  

Reclassification of B/E Aerospace Cost of sales (see Note 3q)

  $ 1,707  

Reclassification of B/E Aerospace Research, development and engineering costs (see Note 3t)

    275  

Amortization of new acquired intangible assets (see Note 3e)

    228  

Expense net costs capitalized for long-term SFE contracts (see Note 3c)

    101  

Eliminate B/E Aerospace historical intangible asset amortization expense

    (18 )

Eliminate costs related to sales between Rockwell Collins and B/E Aerospace

    (1 )

Pro forma adjustment, Product cost of sales

  $ 2,292  

        The amortization expense of new acquired intangible assets reflects straight-line amortization utilizing the asset values and useful lives described in Note 3e. The elimination of net costs capitalized for program assets represents the net increase in capitalized program assets during the 12 months ended September 30, 2016.

s.
Selling, general and administrative expenses

        Adjustments reflect the net decrease in compensation expense related to certain B/E Aerospace executives and Board members for whom employment terminates immediately upon change in control in accordance with existing employment arrangements.

t.
Research, development and engineering

        The adjustment reflects the reclassification of $275 million of B/E Aerospace research, development and engineering costs from Research, development and engineering to Product cost of sales in order to conform to Rockwell Collins presentation.

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u.
Interest expense

        Adjustments reflect the net increase in interest expense and debt issuance cost amortization related to new debt to finance a portion of the acquisition and the repayment of the existing debt of B/E Aerospace as presented below:

(in millions)
  Amount  

For new debt related to the acquisition:

       

Bridge loan interest expense

  $ 101  

Term loan interest expense

    38  

Bridge loan issuance cost amortization

    22  

Term loan issuance cost amortization

    1  

Credit facility issuance cost amortization

    3  

For debt expected to be repaid pursuant to the acquisition:

       

B/E Aerospace term loan interest expense

    (87 )

B/E Aerospace term loan issuance cost amortization

    (4 )

Rockwell Collins credit facility issuance cost amortization

    (2 )

Pro forma adjustment, Interest expense

  $ 72  

        A 0.125 percent variance in the variable interest rate for the bridge facility would change interest expense for the year ended September 30, 2016 by approximately $5 million. A 0.125% variance in the variable interest rate for the term loan would change interest expense for the year ended September 30, 2016 by approximately $2 million.

        As described in Note 3h, Rockwell Collins anticipates that some or all of the bridge facility will be replaced prior to funding by proceeds from the issuance of new debt securities. Based on this anticipated debt financing and loan repayment, Rockwell Collins estimates that interest expense related to the $4.35 billion senior unsecured notes, rather than the bridge facility, would increase from $101 million to approximately $166 million, and that the amortization, recorded as interest expense, would decrease from $22 million to approximately $4 million for the year ended September 30, 2016. Further, Rockwell Collins would incur additional post-funding fees under the bridge facility which would be avoided by issuing debt securities. These post-funding fees have not been reflected as an adjustment to the unaudited pro forma income statement, as these fees would not have a continuing impact on the combined results of Rockwell Collins and B/E Aerospace.

v.
Income tax expense

        Adjustment reflects the applicable tax provision on the pro forma adjustments presented in the unaudited pro forma condensed combined statement of income. The pro forma adjustments pertain primarily to the U.S. tax jurisdiction, and are subject to a 35% federal tax rate, plus applicable state taxes.

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COMPARISON OF RIGHTS OF STOCKHOLDERS
OF ROCKWELL COLLINS AND B/E AEROSPACE

        Both Rockwell Collins and B/E Aerospace are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently governed by the DGCL. Rockwell Collins will continue to be a Delaware corporation following completion of the merger and will be governed by the DGCL.

        Upon completion of the merger, the B/E Aerospace stockholders immediately prior to the effective time will become Rockwell Collins stockholders. The rights of the former B/E Aerospace stockholders and the Rockwell Collins stockholders will thereafter be governed by the DGCL and by Rockwell Collins' certificate of incorporation and by-laws.

        The following description summarizes the material differences between the rights of the stockholders of Rockwell Collins and B/E Aerospace based on their respective current certificates of incorporation and by-laws and the DGCL, but is not a complete statement of all those differences, or a complete description of the specific provisions referred to in this summary. Stockholders should read carefully the relevant provisions of the DGCL and the respective current certificates of incorporation and by-laws of Rockwell Collins and B/E Aerospace. For more information on how to obtain the documents that are not attached to this joint proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 198.

 
  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
Authorized Capital Stock   The authorized capital stock of Rockwell Collins consists of 1,000,000,000 shares of common stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, without par value.   The authorized capital stock of B/E Aerospace consists of 200,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

Special Meetings of Stockholders

 

Under the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or bylaws.

 

 

Rockwell Collins' certificate of incorporation and by-laws provide that special meetings of stockholders may be called only by the Rockwell Collins Board pursuant to a resolution adopted by a majority of the Rockwell Collins Board.

 

B/E Aerospace's by-laws provide that special meetings of B/E Aerospace stockholders may only be called by the chairman of the B/E Aerospace Board, if any, the president or the secretary (or in the case of death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer) upon application of a majority of the B/E Aerospace Board.

Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors

 

Rockwell Collins' by-laws allow stockholders who are record holders on the date of notice and on the date of the annual meeting to nominate candidates for election to the Rockwell Collins Board and to propose business to be brought before such annual meeting.

 

B/E Aerospace's by-laws allow stockholders to propose business to be brought before an annual meeting and allow stockholders who are record holders on the date of notice and on the record date for the determination of stockholders entitled to vote at such annual meeting to nominate candidates for election to the B/E Aerospace Board.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
    Such proposals (other than proposals included in the notice of meeting pursuant to Rule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought by a stockholder who has given timely notice in proper written form to Rockwell Collins' secretary prior to the meeting.   Such proposals (other than proposals included in the notice of meeting pursuant to Rule 14a-8 promulgated under the Exchange Act) and nominations, however, may only be brought by a stockholder who has given timely notice in proper written form to B/E Aerospace's secretary prior to the meeting.

 

 

In connection with an annual meeting, to be timely, notice of such proposals and nominations must be delivered to the secretary at Rockwell Collins' principal executive office not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the date of the meeting is not within 30 days before or 60 days after such date, notice by the stockholder must be received no earlier than 150 days prior to such meeting and no later than the later of 120 days prior to the meeting or, if the first public announcement of such meeting is less than 130 days prior to such meeting, the 10th day following the day on which disclosure of the date of the annual meeting was first made by Rockwell Collins.

 

In connection with an annual meeting, to be timely, notice of such proposals and nominations must be delivered to or mailed and received by the secretary at B/E Aerospace's principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the date of the meeting is not within 30 days before or 70 days after such date, notice by the stockholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was publicly announced.

Number of Directors

 

The DGCL provides that the board of directors of a Delaware corporation must consist of one or more directors, with the number of directors fixed by or in the manner provided in the corporation's bylaws unless the certificate of incorporation fixes the number of directors.

 

 

Rockwell Collins' certificate of incorporation, and by-laws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Rockwell Collins Board.

 

The B/E Aerospace certificate of incorporation and by-laws provide that the B/E Aerospace Board will consist of not less than three nor more than nine directors.

 

 

There are currently nine positions authorized and nine directors serving on the Rockwell Collins Board.

 

There are currently seven positions authorized and seven directors serving on the B/E Aerospace Board.

Election of Directors

 

The DGCL provides that, unless the certificate of incorporation or bylaws provide otherwise, directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
    Rockwell Collins' certificate of incorporation and by-laws provide that the Rockwell Collins Board is divided into three classes of directors serving staggered three-year terms. Each class, to the extent possible, will be equal in number. Each class holds office until the third annual stockholders' meeting for election of directors following the most recent election of such class.   B/E Aerospace's certificate of incorporation and by-laws provide that the B/E Aerospace Board is divided into three classes of directors serving staggered three-year terms. Each class holds office until the third annual stockholders' meeting for election of directors following the most recent election of such class.

 

 

Rockwell Collins' directors are elected according to the DGCL statute summarized above, except that the Rockwell Collins Board has a majority voting policy for the election of directors pursuant to which, in an uncontested election of directors, any nominee for director who receives more "withheld" votes than "for" votes must promptly tender his or her resignation to the Rockwell Collins Board. The Rockwell Collins Board's Nominating and Governance Committee will promptly consider the resignation offer and make a recommendation to the Rockwell Collins Board as to whether to accept or reject the tendered resignation and whether other actions should be taken. The Rockwell Collins Board will act on the tendered resignation within 90 days following certification of the election results. The Rockwell Collins Board's Nominating and Governance Committee and the Rockwell Collins Board, in making such decisions, may consider any factors or other information that it considers appropriate and relevant.

 

B/E Aerospace's by-laws provide that a plurality of the votes properly cast for election to any office will elect to such office. The election of B/E Aerospace directors in uncontested elections is governed by a "plurality plus" standard, pursuant to which any director candidate who receives more "withhold" votes than votes "for" election shall tender his or her resignation from the B/E Aerospace Board. The Executive Chairman will then consider such resignation, taking into account B/E Aerospace's interests and any current or foreseeable factors or circumstances relating to such director, and recommend to the B/E Aerospace Board the action to be taken with respect to such resignation. The B/E Aerospace Board then shall act on such recommendation relative to the tendered resignation.

Removal of Directors

 

Rockwell Collins' certificate of incorporation provides that directors may only be removed for cause and by the affirmative vote of 80% of the outstanding shares of Rockwell Collins capital stock entitled to vote generally in the election of directors.

 

B/E Aerospace's certificate of incorporation and by-laws provide that any director may be removed, only for cause, and only by the affirmative vote of holders of not less than two-thirds of the total number of votes of the then outstanding shares of capital stock of B/E Aerospace entitled to vote generally in the election of directors, voting together as a single class, but only if notice of such proposal was contained in the notice of such meeting.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
Limitation on Liability of Directors   Rockwell Collins' certificate of incorporation provides that no director will be personally liable to Rockwell Collins or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director's duty of loyalty to Rockwell Collins or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends, stock purchase or redemption pursuant to Section 174 of the DGCL or (iv) any transaction from which the director derived an improper personal benefit.   B/E Aerospace's certificate of incorporation provides that no director will be personally liable to B/E Aerospace or its stockholders for monetary damages for any breach of fiduciary duty by the director as a director, except that a director shall be liable to the extent that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined.

Indemnification of Directors and Officers

 

Under the DGCL, a Delaware corporation must indemnify its present or former directors and officers against expenses (including attorneys' fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation.

 

 

Delaware law provides that a corporation may indemnify its present and former directors, officers, employees and agents, as well as any individual serving with another corporation in that capacity at the corporation's request against expenses (including attorney's fees), judgments, fines and amounts paid in settlement of actions taken, if the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; except that no indemnification may be paid for judgments and settlements in actions by or in the right of the corporation.

 

 

A corporation may not indemnify a current or former director or officer of the corporation against expenses to the extent the person is adjudged to be liable to the corporation unless a court approves the indemnity.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
    Rockwell Collins' by-laws provide that Rockwell Collins indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative, regulatory, arbitral or investigative (including actions or suits by or in the right of Rockwell Collins to procure a judgment), by reason of the fact that such person is or was a director, officer, employee or agent of Rockwell Collins or any of its majority-owned subsidiaries (or any other entity at Rockwell Collins' request) against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Rockwell Collins and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except, with regard to actions or suits by or in the right of Rockwell Collins to procure a judgment, no indemnification will be made in respect of any claim, issue or matter as to which the claimant has been adjudged to be liable to Rockwell Collins, unless the Court of Chancery of Delaware or the court in which the action or suit was brought determines that, despite the adjudication of such liability, that claimant is fairly and reasonably entitled to indemnity for the expenses which such court deems proper.   The B/E Aerospace certificate of incorporation requires B/E Aerospace to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of B/E Aerospace against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent permitted by Delaware law, as long as the action, suit, proceeding, claim or counterclaim was not initiated by or on behalf of such person. B/E Aerospace is also required under its certificate of incorporation to advance, to the maximum extent permitted by Delaware, expenses incurred in connection with any such action, suit or proceeding.

 

 

In the case of indemnification pursuant to the above described provisions, indemnification will be made only as authorized in the specific case upon a determination that indemnification is proper in accordance with the standards described above.

 

Any person seeking indemnification under the provision described above will be deemed to have met the standard of conduct required for such indemnification unless the contrary is established.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
    In the event there has been no change of control of Rockwell Collins resulting in the acquisition by, with certain customary restrictions, any individual, person or group of 20% or more of the shares of common stock or combined voting power then entitled to vote in the election of directors, referred to later in this paragraph as a change of control, such determination will be made by, (i) in the case of present or former directors or officers of Rockwell Collins, either a majority of disinterested directors on the Rockwell Collins Board or, if there are no disinterested directors or if such disinterested directors so choose, by independent counsel or the stockholders of Rockwell Collins, or (ii) in the case of a person who is not a present or former director or officer of Rockwell Collins, by the chief executive officer or another officer authorized by the Rockwell Collins Board. In the event there has been a change of control, such determination will be made by independent counsel or (at the claimant's request) the Rockwell Collins Board or an officer of Rockwell Collins authorized to make such determination (in the case of a present or former officer or director of Rockwell Collins). Claimants will also be indemnified against expenses actually and reasonably incurred in cooperating with the person or entity making the determination of entitlement to indemnification.    

 

 

Under Rockwell Collins' by-laws, directors, officers, employees or agents of Rockwell Collins who are successful on the merits or otherwise in defense of any of the above described actions, suits and proceedings by reason of the fact that such person was a director, officer, employee or agent of Rockwell Collins will be indemnified against expenses actually and reasonably incurred by or on behalf of such person in connection therewith.

 

 

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
    Rockwell Collins' by-laws also provide that persons who are witnesses in the above described actions, suits and proceedings by reason of the fact that such person is or was a director, officer, employee or agent of Rockwell Collins or any of its majority-owned subsidiaries (or any other entity at Rockwell Collins' request) will be indemnified against all expenses actually and reasonably incurred by or on behalf of such person in connection therewith.    

Amendments to Certificate of Incorporation

 

Under the DGCL, an amendment to the certificate of incorporation generally requires (i) the approval of the board of directors, (ii) the approval of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment and (iii) the approval of the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, if any.

 

 

Rockwell Collins' certificate of incorporation provides that the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock of Rockwell Collins is required to amend, alter, change or repeal, or adopt any provision of the certificate of incorporation inconsistent with, certain designated provisions relating to (i) the number and classification of the Rockwell Collins Board, removal of Rockwell Collins directors, filling vacancies on the Rockwell Collins Board and the exemption of members of the Rockwell Collins Board for monetary damages related to breaches of fiduciary duty in certain circumstances and (ii) amendment of the certificate of incorporation.

 

B/E Aerospace's certificate of incorporation provides that the affirmative vote of not less than two-thirds of the total number of votes of the then outstanding shares of capital stock of B/E Aerospace entitled to vote generally in the election of directors is required to amend or repeal, or adopt any provision inconsistent with the purpose or intent of, the provision in the certificate of incorporation relating to the classification of the B/E Aerospace Board and removal of B/E Aerospace directors.

 

 

In all other instances, the DGCL standard for amendment to the certificate of incorporation described above applies.

 

In all other instances, the DGCL standard for amendment to the certificate of incorporation described above applies.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
Amendments to Bylaws   Rockwell Collins' certificate of incorporation and by-laws provide that the Rockwell Collins Board may make, alter, amend and repeal the Rockwell Collins by-laws, subject to the power of the holders of capital stock of Rockwell Collins to alter or repeal the by-laws made by the Rockwell Collins Board; however, any such amendment or repeal by stockholders of Rockwell Collins will require the affirmative vote of the holders of at least 80% of the voting power of the then outstanding voting stock of Rockwell Collins, voting together as a single class.   B/E Aerospace's by-laws provide that the by-laws may be adopted, amended or repealed by a vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

Certain Business Combinations

 

Section 203 of the DGCL prohibits a Delaware corporation from engaging in a business combination with a stockholder acquiring more than 15% but less than 85% of the corporation's outstanding voting stock for three years following the time that person becomes an "interested stockholder," unless prior to such date the board of directors approves either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder or the business combination is approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder or certain other exceptions are met. The DGCL allows a corporation's certificate of incorporation to contain a provision expressly electing not to be governed by Section 203.

 

 

Rockwell Collins' certificate of incorporation includes restrictions on certain business combinations (discussed further below) in addition to the protections of the provisions of Section 203 of the DGCL discussed above. Because Rockwell Collins has not opted out of Section 203 of the DGCL, it remains subject to such provision.

 

B/E Aerospace's certificate of incorporation does not contain a provision electing not to be governed by Section 203 of the DGCL, and so B/E Aerospace is subject to such provision.

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  Rights of Rockwell Collins Stockholders   Rights of B/E Aerospace Stockholders
    Certain business combinations (or the agreements to enter into such business combinations) with interested stockholders (generally defined as persons beneficially owning voting stock of Rockwell Collins that represents 10% or more of votes then entitled to be cast), including (i) mergers or consolidations with interested stockholders or their affiliates, (ii) sales or other dispositions to interested stockholders of assets or securities of Rockwell Collins with a fair market value of $25 million or more, (iii) adoption of any plan of liquidation or dissolution proposed by an interested stockholder or (iv) reclassification of securities (including any reverse stock split) or recapitalization or consolidation of Rockwell Collins that increases the proportionate share of capital stock of Rockwell Collins held by an interested stockholder, each require the approval of the holders of at least 80% of the voting power of the then outstanding voting stock of Rockwell Collins, unless such business combination is approved by at least two-thirds of continuing directors (generally defined as directors not affiliated with the respective interested stockholder and those elected to succeed a continuing director by two-thirds of remaining continuing directors) or if certain price and procedure requirements designed to ensure certain minimum values of consideration to be paid to holders of Rockwell Collins capital stock have been met.    

Stockholder Rights Plan

 

Rockwell Collins does not have a stockholder rights plan currently in effect.

 

B/E Aerospace does not have a stockholder rights plan currently in effect.

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LEGAL MATTERS

        The validity of the Rockwell Collins common stock will be passed upon for Rockwell Collins by Robert J. Perna, Senior Vice President, General Counsel and Secretary to Rockwell Collins.


EXPERTS

        The consolidated financial statements of Rockwell Collins and its subsidiaries, incorporated in this joint proxy statement/prospectus by reference from Rockwell Collins' Annual Report on Form 10-K for the year ended September 30, 2016, and the effectiveness of Rockwell Collins' and its subsidiaries' internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements and the related financial statement schedule of B/E Aerospace, Inc. and subsidiaries, incorporated in this joint proxy statement/prospectus by reference from B/E Aerospace, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, and the effectiveness of B/E Aerospace, Inc. and subsidiaries' internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

DATES FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2017 AND 2018 ANNUAL MEETINGS

Rockwell Collins

        Stockholder proposals to be made at the 2017 Annual Meeting of Shareowners which will be held on February 2, 2017 must have been received at Rockwell Collins' principal executive offices by August 18, 2016, 120 calendar days before the anniversary date of the mailing of Rockwell Collins' proxy statement to stockholders in connection with the 2016 Annual Meeting of Shareowners, in order to be eligible for inclusion in Rockwell Collins' proxy statement and form of proxy relating to that meeting pursuant to Rule 14a-8 under the Exchange Act. Rockwell Collins' by-laws require that notice of stockholder proposals to be made at the 2017 Annual Meeting of Shareowners outside the processes of Rule 14a-8 under the Exchange Act was to be submitted to Rockwell Collins no earlier than the close of business on September 7, 2016, the 150th day prior to the first anniversary of the preceding year's annual meeting and no later than the close of business on October 7, 2016, the 120th day prior to the first anniversary of the preceding year's annual meeting.

        Stockholder proposals to be made at the 2018 Annual Meeting of Shareowners must be received at Rockwell Collins' principal executive offices by August 18, 2017, 120 calendar days before the anniversary date of the mailing of Rockwell Collins' proxy statement to stockholders in connection with the 2017 Annual Meeting of Shareowners, in order to be eligible for inclusion in Rockwell Collins' proxy statement and form of proxy relating to that meeting pursuant to Rule 14a-8 under the Exchange Act; provided, however, that if the date of the 2018 Annual Meeting of Shareowners has been changed by more than 30 days from February 2, 2018, then the deadline for inclusion is a reasonable time before Rockwell Collins begins to print and send its proxy materials for that meeting. Rockwell Collins' by-laws require that notice of stockholder proposals to be made at the 2018 Annual Meeting of Shareowners outside the processes of Rule 14a-8 under the Exchange Act be submitted to Rockwell Collins no earlier than the close of business on September 5, 2017, the 150th day prior to the first anniversary of the preceding year's annual meeting and no later than the close of business on October 5, 2017, the 120th day prior to the first anniversary of the preceding year's annual meeting;

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provided, however, that if the date of the 2018 Annual Meeting of Shareowners is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered no earlier than the close of business on the 150th day prior to the date of such annual meeting and no later than the close of business on the 120th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 130 days prior to the date of such annual meeting, the 10th day following the date of such public announcement.

        Pursuant to Rockwell Collins' by-laws, notice of stockholder proposals must be in proper form, setting forth, as to each matter the stockholder proposes to bring before the annual meeting, the following:

an undertaking by such stockholder to notify Rockwell Collins of any change in the above information as of the applicable record date.

B/E Aerospace

        If the merger is completed by early 2017, B/E Aerospace will become a wholly owned subsidiary of Rockwell Collins and, consequently, will not hold an annual meeting of its stockholders in 2017. B/E Aerospace stockholders will be entitled to participate as stockholders of Rockwell Collins in the 2017 Annual Meeting of Stockholders of Rockwell Collins.

        If the merger is not completed for any reason, then B/E Aerospace will hold an annual meeting of its stockholders in 2017.

        Under B/E Aerospace's current certificate of incorporation and by-laws and applicable SEC rules, the deadlines for stockholder proposals to be brought before the B/E Aerospace 2017 annual meeting of stockholders or to nominate candidates for election as directors are as follows:

        Stockholder proposals to be made at the 2017 Annual Meeting of Stockholders must be received at B/E Aerospace's principal executive offices by February 14, 2017, 120 calendar days before the anniversary date of the mailing of B/E Aerospace's proxy statement to stockholders in connection with the 2016 Annual Meeting of Stockholders, in order to be eligible for inclusion in B/E Aerospace's proxy statement and form of proxy relating to that meeting pursuant to Rule 14a-8 under the Exchange Act; provided, however, that if the date of the 2017 Annual Meeting of Stockholders has been changed by more than 30 days from June 14, 2017, then the deadline for inclusion is a reasonable time before B/E Aerospace begins to print and send its proxy materials for that meeting. B/E Aerospace's by-laws require that notice of stockholder proposals to be made at the 2017 Annual Meeting of Stockholders outside the processes of Rule 14a-8 under the Exchange Act be submitted to B/E Aerospace in accordance with the requirements of the by-laws no earlier than the close of business on March 30, 2017, 120 days prior to the anniversary date of the 2016 Annual Meeting of Stockholders, or later than April 29, 2017, 90 days prior to the anniversary date of the 2016 Annual Meeting of Stockholders,

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provided that, in the event that the 2017 Annual Meeting of Stockholders is called for a date that is earlier than 30 days before such anniversary date or later than 70 days after such anniversary date, notice of stockholder proposals and director nominations, to be timely, must be received not later than the close of business on the tenth day following the day on which B/E Aerospace's publicly announced the date of the 2017 Annual Meeting of Stockholders.

        Pursuant to B/E Aerospace's by-laws, notice of stockholder proposals must be in proper form, setting forth, as to each matter the stockholder proposes to bring before the annual meeting, the following:


HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS

        The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this joint proxy statement/prospectus is being delivered to stockholders residing at the same address, unless stockholders have notified the company whose shares they hold of their desire to receive multiple copies of the joint proxy statement/prospectus. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate joint proxy statement/prospectus, or if you are receiving multiple copies of this joint proxy statement/prospectus and wish to receive only one, please contact the company whose shares you hold at their address identified below. Each of Rockwell Collins and B/E Aerospace will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to: Rockwell Collins, Inc., 400 Collins Road NE, Cedar Rapids, Iowa 52498, Attn: Shareowner Relations, or contact Rockwell Collins by telephone at (319) 295-4045, or to B/E Aerospace, Inc., 1400 Corporate Center Way, Wellington, Florida, 33414 or contact B/E Aerospace Investor Relations by telephone at (561) 791-5000.


WHERE YOU CAN FIND MORE INFORMATION

        Rockwell Collins and B/E Aerospace file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or 202-942-8090 for further information on the public reference room. The SEC also maintains an Internet website that contains reports, proxy statements and other information regarding issuers, including Rockwell Collins and B/E Aerospace, who file electronically with the SEC. The

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address of that site is www.sec.gov. The information contained on the SEC's website is expressly not incorporated by reference into this joint proxy statement/prospectus.

        Rockwell Collins has filed with the SEC a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. The registration statement registers the shares of Rockwell Collins common stock to be issued to B/E Aerospace stockholders in connection with the merger. The registration statement, including the attached exhibits and annexes, contains additional relevant information about Rockwell Collins and B/E Aerospace, respectively. The rules and regulations of the SEC allow Rockwell Collins and B/E Aerospace to omit certain information included in the registration statement from this joint proxy statement/prospectus.

        In addition, the SEC allows Rockwell Collins and B/E Aerospace to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this joint proxy statement/prospectus, except for any information that is superseded by information included directly in this joint proxy statement/prospectus or incorporated by reference subsequent to the date of this joint proxy statement/prospectus as described below.

        This joint proxy statement/prospectus incorporates by reference the documents listed below that Rockwell Collins and B/E Aerospace have previously filed with the SEC. They contain important information about the companies and their financial condition.

Rockwell Collins SEC Filings

B/E Aerospace SEC Filings

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        To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference.

        In addition, Rockwell Collins and B/E Aerospace incorporate by reference any future filings they make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this joint proxy statement/prospectus and before the date of the Rockwell Collins special meeting and the B/E Aerospace special meeting (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Those documents are considered to be a part of this joint proxy statement/prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

        You can obtain any of the other documents listed above from the SEC, through the SEC's website at the address indicated above, or from Rockwell Collins or B/E Aerospace, as applicable, by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

By Mail:   By Mail:

Rockwell Collins

 

B/E Aerospace
400 Collins Road NE   1400 Corporate Center Way
Cedar Rapids, Iowa 52498   Wellington, Florida 33414-2105
Telephone: (319) 295-1000   Telephone: (561) 791-5000

        These documents are available from Rockwell Collins or B/E Aerospace, as the case may be, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part. You can also find information about Rockwell Collins and B/E Aerospace at their Internet websites at www.rockwellcollins.com and www.beaerospace.com, respectively. Information contained on these websites does not constitute part of this joint proxy statement/prospectus.

        You may also obtain documents incorporated by reference into this document by requesting them in writing or by telephone from Innisfree M&A Incorporated, Rockwell Collins' proxy solicitor, or Georgeson LLC, B/E Aerospace's proxy solicitor, at the following addresses and telephone numbers:

For Rockwell Collins Stockholders:   For B/E Aerospace Stockholders:
Innisfree M&A Incorporated   Georgeson LLC
501 Madison Avenue, 20th Floor   1290 Avenue of the Americas, 9th Floor
New York, New York 10022   New York, New York 10104
(877) 825-8772 (toll-free)   (800) 509-0917 (toll-free)
(212) 750-5833 (collect)    

        If you are a stockholder of B/E Aerospace or Rockwell Collins and would like to request documents, please do so by March 2, 2017 to receive them before your respective company's special meeting. If you request any documents from Rockwell Collins or B/E Aerospace, Rockwell Collins or B/E Aerospace, as applicable, will mail them to you by first class mail, or another equally prompt means, within one business day after Rockwell Collins or B/E Aerospace, as the case may be, receives your request.

        This joint proxy statement/prospectus is a prospectus of Rockwell Collins and is a joint proxy statement of Rockwell Collins and B/E Aerospace for the Rockwell Collins special meeting and the B/E Aerospace special meeting. Neither Rockwell Collins nor B/E Aerospace has authorized anyone to give any information or make any representation about the merger or Rockwell Collins or B/E Aerospace that is different from, or in addition to, that contained in this joint proxy statement/

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prospectus or in any of the materials that Rockwell Collins or B/E Aerospace has incorporated by reference into this joint proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. This joint proxy statement/prospectus is dated February 3, 2017. You should not assume that the information is accurate as of any date other than that date, and neither its mailing to B/E Aerospace stockholders or Rockwell Collins stockholders nor the issuance of shares of Rockwell Collins common stock in the merger will create any implication to the contrary.

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Annex A

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

By and Among

ROCKWELL COLLINS, INC.,

QUARTERBACK MERGER SUB CORP.

and

B/E AEROSPACE, INC.

Dated as of October 23, 2016


Table of Contents


TABLE OF CONTENTS


Article I



THE MERGER


Section 1.1

The Merger


A-1

Section 1.2

The Closing

A-1

Section 1.3

Effective Time

A-1

Section 1.4

Certificate of Incorporation/Charter; Bylaws

A-2

Section 1.5

Board of Directors; Officers

A-2


Article II



EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES


Section 2.1

Effect on Securities


A-2

Section 2.2

Exchange of Certificates

A-3

Section 2.3

Company Equity Awards

A-6

Section 2.4

Lost Certificates

A-8

Section 2.5

Dissenting Shares

A-8

Section 2.6

Transfers; No Further Ownership Rights

A-9

Section 2.7

Further Action

A-9


Article III



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


Section 3.1

Organization; Qualification


A-9

Section 3.2

Capitalization; Subsidiaries

A-10

Section 3.3

Authority Relative to Agreement

A-12

Section 3.4

Vote Required

A-12

Section 3.5

No Conflict; Required Filings and Consents

A-12

Section 3.6

Company SEC Documents; Financial Statements

A-13

Section 3.7

Absence of Certain Changes or Events

A-15

Section 3.8

No Undisclosed Liabilities

A-15

Section 3.9

Litigation

A-16

Section 3.10

Permits; Compliance with Laws

A-16

Section 3.11

Information Supplied

A-16

Section 3.12

Employee Benefit Plans; Labor

A-17

Section 3.13

Taxes

A-20

Section 3.14

Material Contracts

A-21

Section 3.15

Trademarks, Patents and Copyrights

A-24

Section 3.16

Real and Personal Property

A-24

Section 3.17

Environmental

A-25

Section 3.18

Customers and Suppliers

A-26

Section 3.19

Product Warranty; Aviation Regulation Compliance

A-26

Section 3.20

Foreign Corrupt Practices Act; Anti-Corruption

A-26

Section 3.21

Customs and International Trade Laws

A-27

Section 3.22

Government Contracts

A-28

Section 3.23

Insurance

A-28

Section 3.24

Takeover Statutes

A-28

Section 3.25

Brokers

A-28

Section 3.26

Opinion of Financial Advisors

A-28

A-i


Table of Contents

Section 3.27

Company Tax Representation Letters

A-29

Section 3.28

KLX Tax Sharing Agreement Amendment

A-29

Section 3.29

No Other Representations or Warranties

A-29


Article IV



REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB


Section 4.1

Organization; Qualification


A-29

Section 4.2

Capitalization; Subsidiaries

A-30

Section 4.3

Authority Relative to Agreement

A-31

Section 4.4

Vote Required

A-31

Section 4.5

No Conflict; Required Filings and Consents

A-31

Section 4.6

Parent SEC Documents; Financial Statements

A-32

Section 4.7

Absence of Certain Changes or Events

A-34

Section 4.8

No Undisclosed Liabilities

A-34

Section 4.9

Litigation

A-35

Section 4.10

Permits; Compliance with Laws

A-35

Section 4.11

Information Supplied

A-35

Section 4.12

Employee Benefit Plans

A-36

Section 4.13

Taxes

A-37

Section 4.14

Material Contracts

A-38

Section 4.15

Trademarks, Patents and Copyrights

A-38

Section 4.16

Real and Personal Property

A-39

Section 4.17

Environmental

A-39

Section 4.18

Customers and Suppliers

A-39

Section 4.19

Aviation Regulation Compliance

A-40

Section 4.20

Foreign Corrupt Practices Act; Anti-Corruption

A-40

Section 4.21

Customs and International Trade Laws

A-41

Section 4.22

Insurance

A-41

Section 4.23

Brokers

A-41

Section 4.24

Opinion of Financial Advisor

A-41

Section 4.25

Financing

A-42

Section 4.26

Share Ownership

A-42

Section 4.27

Management Agreements

A-42

Section 4.28

No Other Representations or Warranties

A-42


Article V



COVENANTS AND AGREEMENTS


Section 5.1

Conduct of Business by the Company Pending the Merger


A-42

Section 5.2

Conduct of Business by Parent Pending the Merger

A-46

Section 5.3

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholder Meetings

A-46

Section 5.4

Appropriate Action; Consents; Filings

A-48

Section 5.5

Access to Information; Confidentiality

A-50

Section 5.6

No Solicitation by the Company

A-51

Section 5.7

No Solicitation by Parent

A-53

Section 5.8

Directors' and Officers' Indemnification and Insurance

A-56

Section 5.9

Notification of Certain Matters

A-57

Section 5.10

Public Disclosure

A-57

Section 5.11

Employee Benefits; Labor

A-58

Section 5.12

Merger Sub

A-59

A-ii


Table of Contents

Section 5.13

Rule 16b-3 Matters

A-59

Section 5.14

Repayment and Termination of Existing Credit Agreement

A-60

Section 5.15

Certain Tax Matters

A-60

Section 5.16

Stock Exchange Listing

A-61

Section 5.17

Parent's Financing Activities

A-61

Section 5.18

Stock Exchange Delisting; Deregistration

A-64

Section 5.19

State Takeover Laws

A-64

Section 5.20

Stockholder Litigation

A-64

Section 5.21

Resignations

A-64

Section 5.22

Board Membership

A-65

Section 5.23

Dividend Record Dates

A-65


Article VI



CONDITIONS TO THE MERGER


Section 6.1

Conditions to the Obligations of Each Party


A-65

Section 6.2

Conditions to Obligations of Parent and Merger Sub to Effect the Merger

A-65

Section 6.3

Conditions to Obligation of the Company to Effect the Merger

A-66

Section 6.4

Frustration of Closing Conditions

A-67


Article VII



TERMINATION, AMENDMENT AND WAIVER


Section 7.1

Termination


A-67

Section 7.2

Effect of Termination

A-69

Section 7.3

Termination Fees

A-70

Section 7.4

Amendment

A-72

Section 7.5

Extension; Waiver

A-72


Article VIII



GENERAL PROVISIONS


Section 8.1

Non-Survival of Representations and Warranties


A-73

Section 8.2

Expenses

A-73

Section 8.3

Notices

A-73

Section 8.4

Interpretation; Certain Definitions

A-74

Section 8.5

Severability

A-75

Section 8.6

Assignment

A-75

Section 8.7

Entire Agreement

A-75

Section 8.8

No Third-Party Beneficiaries

A-75

Section 8.9

Governing Law

A-75

Section 8.10

Specific Performance

A-75

Section 8.11

Consent to Jurisdiction

A-76

Section 8.12

Counterparts

A-76

Section 8.13

WAIVER OF JURY TRIAL

A-76

Section 8.14

Certain Claims

A-76

 


APPENDICES AND EXHIBITS


Appendix A

Definitions

Appendix A-1

Exhibit A

Certificate of Incorporation

 

Exhibit B

Company Closing Representation Letter

 

Exhibit C

Parent Closing Representation Letter

 

Exhibit D

Company Signing Representation Letter

 

Exhibit E

Parent Signing Representation Letter

 

A-iii


Table of Contents


INDEX OF DEFINED TERMS

Term
  Section

Additional Tax Counsel

  5.15(i)

Affiliate

  Appendix A

Agreement

  Preamble

Anti-Corruption Laws

  3.20(a)

Antitrust Laws

  3.5(b)

Aviation Regulations

  3.19

Book-Entry Shares

  2.1(a)(ii)

Business Day

  Appendix A

Bylaws

  3.1

Canceled Shares

  2.1(a)(i)

Capitalization Date

  3.2(a)

Cash Consideration

  2.1(a)(ii)

Certificate of Incorporation

  3.1

Certificate of Merger

  1.3

Certificates

  2.1(a)(ii)

Closing

  1.2

Closing Date

  1.2

Code

  Appendix A

Company

  Preamble

Company Acquisition Proposal

  Appendix A

Company Adverse Recommendation Change

  5.6(c)

Company Benefit Plan

  3.12(a)

Company Board

  Recitals

Company Closing Representation Letter

  5.15(b)

Company Common Stock

  2.1(a)(i)

Company Disclosure Letter

  Appendix A

Company DSU Award

  2.3(c)

Company Equity Awards

  Appendix A

Company Equity Plan

  Appendix A

Company ERISA Affiliate

  Appendix A

Company ESPP

  Appendix A

Company Expenses

  7.3(d)

Company Fundamental Representations

  6.2(a)

Company Intervening Event

  Appendix A

Company Leased Real Property

  3.16(b)

Company Material Adverse Effect

  Appendix A

Company Material Contract

  3.14(a)

Company Option

  Appendix A

Company Owned Real Property

  3.16(a)

Company Permits

  3.10(a)

Company Preferred Stock

  3.2(a)

Company Real Property

  3.16(b)

Company Recommendation

  Appendix A

Company Related Parties

  7.3(f)

Company Restricted Stock Award

  2.3(a)

Company RSU Award

  2.3(b)

Company SEC Documents

  3.6(a)

Company Signing Representation Letter

  Appendix A

A-iv


Table of Contents

Term
  Section

Company Stockholder Approval

  3.4

Company Stockholders' Meeting

  5.3(b)

Company Superior Proposal

  Appendix A

Company Tax Counsel

  Appendix A

Company Termination Fee

  Appendix A

Confidentiality Agreement

  Appendix A

Consent

  3.5(b)

Continuation Period

  5.11(a)

Contract

  Appendix A

Control

  Appendix A

Covered Employees

  5.11(a)

Customs & International Trade Authorizations

  Appendix A

Customs & International Trade Laws

  Appendix A

D&O Indemnified Parties

  5.8(a)

Delaware Secretary of State

  Appendix A

DGCL

  Recitals

Dissenting Shares

  2.5

EDGAR

  III

Effective Time

  1.3

Environmental Laws

  Appendix A

Equity Award Exchange Ratio

  Appendix A

ERISA

  Appendix A

Exchange Act

  Appendix A

Exchange Agent

  2.2(a)

Exchange Fund

  2.2(a)

Exchange Ratio

  Appendix A

Existing Credit Agreement

  Appendix A

FAA

  3.19

FCPA

  Appendix A

Financing Source

  Appendix A

Foreign Plan

  Appendix A

Form S-4

  3.11

GAAP

  Appendix A

Governmental Authority

  Appendix A

Hazardous Materials

  Appendix A

HSR Act

  Appendix A

Indebtedness

  Appendix A

Intellectual Property Rights

  3.15(b)

IRS

  Appendix A

Joint Proxy Statement

  3.11

KLX

  Appendix A

KLX Closing Representation Letter

  Appendix A

KLX Contribution

  Appendix A

KLX Debt Repayment

  Appendix A

KLX Distribution

  Appendix A

KLX External Spin-Off

  Appendix A

KLX Internal Restructuring

  Appendix A

KLX Signing Representation Letter

  Appendix A

KLX Spin-Off Tax Treatment

  Appendix A

KLX Tax Sharing Agreement

  3.13(e)

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Term
  Section

KLX TSA Amendment

  3.28(a)

Knowledge

  Appendix A

Labor Agreement

  3.12(j)

Law

  Appendix A

Lien

  Appendix A

Merger

  Recitals

Merger Consideration

  2.1(a)(ii)

Merger Sub

  Preamble

NASDAQ

  Appendix A

Non-Employee Directors Plan

  2.3(c)

NYSE

  4.5(b)

OFAC

  Appendix A

Order

  Appendix A

Parent

  Preamble

Parent Acquisition Proposal

  Appendix A

Parent Adverse Recommendation Change

  5.7(c)

Parent Benefit Plan

  Appendix A

Parent Board

  Recitals

Parent Closing Representation Letter

  5.15(c)

Parent Common Stock

  Recitals

Parent Disclosure Letter

  Appendix A

Parent Equity Awards

  Appendix A

Parent ERISA Affiliate

  Appendix A

Parent Expenses

  7.3(c)

Parent Fundamental Representations

  6.3(a)

Parent Intervening Event

  Appendix A

Parent Material Adverse Effect

  Appendix A

Parent Material Contract

  4.14

Parent Organizational Documents

  Appendix A

Parent Permits

  4.10(a)

Parent Recommendation

  Appendix A

Parent Related Parties

  7.3(f)

Parent Retention Awards

  5.11(i)

Parent SEC Documents

  4.6(a)

Parent Signing Representation Letter

  Appendix A

Parent Stock Issuance

  Recitals

Parent Stock Price

  Appendix A

Parent Stockholder Approval

  4.4

Parent Stockholders' Meeting

  5.3(c)

Parent Superior Proposal

  Appendix A

Parent Tax Counsel

  Appendix A

Parent Termination Fee

  Appendix A

Payoff Letter

  5.14

Permitted Lien

  Appendix A

Person

  Appendix A

Proceedings

  Appendix A

Release

  Appendix A

Representative

  Appendix A

Sanctioned Country

  Appendix A

Sanctioned Person

  Appendix A

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Term
  Section

Sanctions

  Appendix A

Sarbanes-Oxley Act

  Appendix A

SEC

  Appendix A

Securities Act

  Appendix A

Securities Laws

  Appendix A

Security

  Appendix A

Security Clearances

  Appendix A

Subsidiary

  Appendix A

Surviving Corporation

  1.1

Tax

  Appendix A

Tax Returns

  Appendix A

Taxes

  Appendix A

Termination Date

  7.1(b)(i)

Trading Day

  Appendix A

Treasury Regulations

  Appendix A

VWAP

  Appendix A

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        THIS AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2016 (this "Agreement"), is made by and among Rockwell Collins, Inc., a Delaware corporation ("Parent"), Quarterback Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and B/E Aerospace, Inc., a Delaware corporation (the "Company"). Defined terms used in this Agreement have the respective meanings ascribed to them herein.


W I T N E S S E T H:

        WHEREAS, the respective boards of directors of Parent, Merger Sub and the Company have unanimously approved the acquisition of the Company by Parent upon the terms and subject to the conditions and limitations set forth in this Agreement;

        WHEREAS, the respective boards of directors of the Company (the "Company Board"), Parent (the "Parent Board") and Merger Sub have unanimously approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the merger of Merger Sub with and into the Company, with the Company surviving as a direct or indirect wholly owned Subsidiary of Parent (the "Merger"), upon the terms and subject to the conditions and limitations set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL");

        WHEREAS, the Company Board has, subject to Section 5.6, unanimously resolved to recommend that the Company's stockholders approve the adoption of this Agreement;

        WHEREAS, the Parent Board has, subject to Section 5.7, unanimously resolved to recommend that Parent's stockholders approve the issuance of shares of Parent common stock, par value $0.01 per share (the "Parent Common Stock"), in connection with the Merger (the "Parent Stock Issuance"); and

        WHEREAS, each of Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and covenants and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


ARTICLE I

THE MERGER

        Section 1.1    The Merger.     Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect, wholly owned Subsidiary of Parent (the "Surviving Corporation").

        Section 1.2    The Closing.     Subject to the provisions of Article VI, the closing of the Merger (the "Closing") shall take place at 10:00 a.m. (local time) on a date to be specified by the parties hereto, but no later than the second (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time, date or place is agreed to in writing by the parties hereto (such date being the "Closing Date"). The Closing shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Illinois.

        Section 1.3    Effective Time.     Concurrently with the Closing, the Company shall cause a certificate of merger with respect to the Merger (the "Certificate of Merger") to be executed and filed with the

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Delaware Secretary of State as provided under the DGCL. The Merger shall become effective at the time the Certificate of Merger has been duly filed with the Delaware Secretary of State or at such other date and time as is agreed between Parent and the Company and specified in the Certificate of Merger (such date and time being hereinafter referred to as the "Effective Time"). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

        Section 1.4    Certificate of Incorporation/Charter; Bylaws.     

        Section 1.5    Board of Directors; Officers.     The members of the board of directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the members of the board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected, designated or qualified.


ARTICLE II

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

        Section 2.1    Effect on Securities.     

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        Section 2.2    Exchange of Certificates.     

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        Section 2.3    Company Equity Awards.     

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        Section 2.4    Lost Certificates.     If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which the holder thereof is entitled pursuant to this Article II.

        Section 2.5    Dissenting Shares.     Notwithstanding anything in this Agreement to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder's rights to appraisal (the "Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL (it being understood and

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acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the "fair value" of such Dissenting Shares as determined in accordance with Section 262 of the DGCL); provided, however, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder's shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company relating to appraisal demands, and Parent shall have the right to participate in all negotiations and Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to or settle or compromise or offer to settle or compromise any such demand or Proceeding, or agree to do any of the foregoing.

        Section 2.6    Transfers; No Further Ownership Rights.     After the Effective Time, there shall be no registration of transfers on the stock transfer books of the Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If Certificates or Book-Entry Shares are presented to the Surviving Corporation, Parent or the Exchange Agent for transfer following the Effective Time, they shall be canceled against delivery of the applicable Merger Consideration, as provided for in Section 2.1(a)(ii), for each share of Company Common Stock formerly represented by such Certificates or Book-Entry Shares.

        Section 2.7    Further Action.     If, at any time after the Effective Time any further action is determined by Parent or the Surviving Corporation to be necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation or Parent with full right, title and possession of and to all rights and property of Merger Sub and the Company with respect to the Merger, the officers and managers of Parent shall be fully authorized (in the name of Merger Sub, the Company, the Surviving Corporation and otherwise) to take such action.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except (i) as disclosed in the Company SEC Documents filed with (or furnished to) the SEC by the Company on or after December 31, 2014 and prior to the date of this Agreement (but in each case excluding any risk factor disclosure contained under the heading "Risk Factors" (other than any factual information contained therein) or in any "forward-looking statements" legend or in any similarly non-specific, predictive or forward-looking statements) and to the extent publicly available on the SEC's Electronic Data Gathering Analysis and Retrieval System ("EDGAR") or (ii) as disclosed in the Company Disclosure Letter, the Company hereby represents and warrants to Parent and Merger Sub as follows:

        Section 3.1    Organization; Qualification.     Each of the Company and its Subsidiaries is a legal entity duly organized and validly existing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, and has the requisite corporate or similar power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to be so validly existing and authorized has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of the property owned, leased or

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operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated Bylaws (the "Bylaws"), each as amended as of the date of this Agreement, have been made available to Parent and are currently in effect, and the Company is not in violation of any of the provisions thereof, and the organizational or governing documents of each of the Company's Subsidiaries, each as amended as of the date of this Agreement, are currently in effect, and none of such Subsidiaries is in violation of any of the respective provisions thereof, except, in each case, where such failure or violation has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole.

        Section 3.2    Capitalization; Subsidiaries.     

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        Section 3.3    Authority Relative to Agreement.     

        Section 3.4    Vote Required.     Assuming the accuracy of the representations and warranties in Section 4.26, the adoption of this Agreement and the approval of transactions contemplated by this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders' Meeting (the "Company Stockholder Approval") is the only vote of holders of securities of the Company that is required in connection with the consummation of the transactions contemplated by this Agreement.

        Section 3.5    No Conflict; Required Filings and Consents.     

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        Section 3.6    Company SEC Documents; Financial Statements.     

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        Section 3.7    Absence of Certain Changes or Events.     Since December 31, 2014 through the date of this Agreement, (a) except in connection with the transactions contemplated by this Agreement, the respective businesses of the Company and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice and (b) there has not been any event, development or state of circumstances that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

        Section 3.8    No Undisclosed Liabilities.     Except for liabilities or obligations (a) as (and to the extent) reflected, disclosed or reserved against in the Company's financial statements (or the notes

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thereto) included in the Company SEC Documents prior to the date of this Agreement, (b) incurred in the ordinary course of business consistent with past practice since June 30, 2016, (c) incurred in connection with the transactions contemplated by this Agreement or (d) that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent, absolute or otherwise and whether or not required to be reflected on a consolidated balance sheet of the Company (or the notes thereto) in accordance with GAAP.

        Section 3.9    Litigation.     As of the date of this Agreement, (a) there is no Proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any asset or property of the Company or any of its Subsidiaries, and (b) neither the Company nor any of its Subsidiaries nor any asset or property of the Company or any of its Subsidiaries is subject to a continuing Order, in each case, that (i) has been, or would reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole or (ii) would reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

        Section 3.10    Permits; Compliance with Laws.     

        Section 3.11    Information Supplied.     None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 to be filed with the SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (as amended or supplemented from time to time, the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they are made, not misleading and (b) the joint proxy

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statement to be sent to the stockholders of Parent relating to the Parent Stockholders' Meeting and to the stockholders of the Company relating to the Company Stockholders' Meeting (the "Joint Proxy Statement") will, at the date it, or any amendment or supplement to it, is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders' Meeting and at the time of the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

        Section 3.12    Employee Benefit Plans; Labor.     

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        Section 3.13    Taxes.     

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        Section 3.14    Material Contracts.     

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        Section 3.15    Trademarks, Patents and Copyrights.     

        Section 3.16    Real and Personal Property.     

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        Section 3.17    Environmental.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:

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        Section 3.18    Customers and Suppliers.     None of the ten (10) largest customers (by revenue) of the businesses of the Company and its Subsidiaries during the twelve (12) months prior to the date of this Agreement, the ten (10) largest suppliers (by cost) of the businesses of the Company and its Subsidiaries during the twelve (12) months prior to the date of this Agreement or the ten (10) largest "single source" suppliers (by cost) of the businesses of the Company and its Subsidiaries during the twelve (12) months prior to the date of this Agreement has canceled or otherwise terminated, or to the Knowledge of the Company, threatened in writing to cancel or otherwise terminate, its relationship with the Company or any of its Subsidiaries or to materially decrease the quantity of products or services purchased from or sold to, respectively, the Company or any of its Subsidiaries since December 31, 2015, outside of ordinary cyclical fluctuations in business from the placing and fulfillment of Contracts.

        Section 3.19    Product Warranty; Aviation Regulation Compliance.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, (a) each product manufactured, sold, leased or delivered by the Company or any of its Subsidiaries has been in substantial conformity with all applicable contractual specifications and all express and implied warranties made by the Company or any of its Subsidiaries (except to the extent non-conformity is not material or otherwise consented to by a customer), and neither the Company nor any of its Subsidiaries has any liability for replacement or repair thereof or other damages in connection therewith, (b) the Company and each of its Subsidiaries (i) is in compliance with all applicable Laws prescribed by the U.S. Federal Aviation Administration ("FAA") under Title 14 of the Code of Federal Regulations and similar Laws prescribed by foreign aviation authorities (such Laws, including those prescribed by the FAA, collectively, "Aviation Regulations"), (ii) has not violated, been subject to an investigation with respect to or made voluntary disclosures with respect to potential violations of any Aviation Regulations during the last two (2) years and (iii) has not been cited by the FAA or foreign aviation authorities for any material discrepancies or violations during inspections or audits during the last two (2) years. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, the Company has not received any Air Worthiness Directives (as such term is defined in the Federal Aviation Regulations, 14 C.F.R. § 39, as amended) issued by the FAA (or, with respect to such issuances by any foreign aviation Governmental Authority, the foreign equivalent thereof) pursuant to which a known safety deficiency was found in any of the products of the Company or any of its Subsidiaries at any time during the last two (2) years, and no such Air Worthiness Directives are pending.

        Section 3.20    Foreign Corrupt Practices Act; Anti-Corruption.     

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        Section 3.21    Customs and International Trade Laws.     

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        Section 3.22    Government Contracts.     Section 3.22 of the Company Disclosure Letter sets forth a correct and complete list of Security Clearances held by the Company, any of its Subsidiaries and any of their respective Affiliates. To the Knowledge of the Company, there are no facts that are reasonably likely to give rise to the revocation of any Security Clearance of the Company, any of its Subsidiaries or any of their respective Affiliates. The Company, its Subsidiaries and their respective Affiliates are in compliance with applicable requirements relating to their respective Security Clearances, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual (DOD 5220.22-M), except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole.

        Section 3.23    Insurance.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, (a) the Company and its Subsidiaries have paid, or caused to be paid, all premiums due under all insurance policies of the Company and its Subsidiaries, and all such insurance policies are in full force and effect, (b) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received written notice (i) that they are in default with respect to any obligations under such policies or (ii) of cancellation or termination with respect to any such policies, or refusal or denial of any coverage, reservation of rights or rejection of any claim under any such policies, in each case that is held by, or for the benefit of, the Company or any of its Subsidiaries.

        Section 3.24    Takeover Statutes.     The Company Board has taken such actions and votes as are necessary to render the provisions of any "fair price," "moratorium," "control share acquisition" or any other takeover or anti-takeover statute or similar federal or state Law (including Section 203 of the DGCL) inapplicable to this Agreement, the Merger or any other transactions contemplated by this Agreement.

        Section 3.25    Brokers.     No investment banker, broker or finder other than Citigroup Global Markets Inc. and Goldman, Sachs & Co., the fees and expenses of each of which will be paid by the Company, is entitled to any investment banking, brokerage, finder's or similar fee or commission in connection with this Agreement or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates. True, correct and complete copies of all the engagement letters between the Company and each of Goldman, Sachs & Co. and Citigroup Global Markets Inc. have been made available to Parent.

        Section 3.26    Opinion of Financial Advisors.     The Company Board has received the opinion of each of Citigroup Global Markets Inc. and Goldman, Sachs & Co., dated as of the date of this Agreement, to the effect that, as of the date of this Agreement, and based upon and subject to the qualifications, limitations and assumptions set forth in each such opinion, respectively, the Merger Consideration to be paid to the holders of shares of Company Common Stock (other than Canceled Shares and Dissenting Shares) pursuant to this Agreement is fair, from a financial point of view, to such holders. Promptly after the date of this Agreement, true, correct and complete copies of such opinions will be made available to Parent for informational purposes only.

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        Section 3.27    Company Tax Representation Letters.     As of the date of this Agreement, the representations, warranties and covenants in the Company Signing Representation Letter and, to the Knowledge of the Company, in the KLX Signing Representation Letter, are true and correct in all material respects.

        Section 3.28    KLX Tax Sharing Agreement Amendment.     

        Section 3.29    No Other Representations or Warranties.     Except for (a) the representations and warranties contained in this Article III and (b) the representations, warranties and covenants contained in the Company Signing Representation Letter and the Company Closing Representation Letter, neither the Company nor any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company or any of its Subsidiaries or any other information provided to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof.


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

        Except (i) as disclosed in the Parent SEC Documents filed with (or furnished to) the SEC by Parent on or after December 31, 2014 and prior to the date of this Agreement (but in each case excluding any risk factor disclosure contained under the heading "Risk Factors" (other than any factual information contained therein) or in any "forward-looking statements" legend or in any similarly non-specific, predictive or forward-looking statements) and to the extent publicly available on EDGAR or (ii) as disclosed in the Parent Disclosure Letter, Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company as follows:

        Section 4.1    Organization; Qualification.     Each of Parent and Merger Sub is a corporation duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties and assets in the manner in which its properties and assets are currently operated, except where the failure to be so validly existing and authorized has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Parent Organizational Documents have been made available to the Company and are currently in effect, and neither Parent nor Merger Sub, as applicable, is in violation of any of the provisions thereof, except where such failure or violation has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole.

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        Section 4.2    Capitalization; Subsidiaries.     

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        Section 4.3    Authority Relative to Agreement.     

        Section 4.4    Vote Required.     The approval by a majority of votes cast at the Parent Stockholders' Meeting of the Parent Stock Issuance (the "Parent Stockholder Approval") is the only vote of holders of securities of Parent that is required in connection with the consummation of the transactions contemplated by this Agreement.

        Section 4.5    No Conflict; Required Filings and Consents.     

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        Section 4.6    Parent SEC Documents; Financial Statements.     

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        Section 4.7    Absence of Certain Changes or Events.     Since December 31, 2014 through the date of this Agreement, (a) except in connection with the transactions contemplated by this Agreement, the respective businesses of Parent and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice and (b) there has not been any event, development or state of circumstances that has had, or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

        Section 4.8    No Undisclosed Liabilities.     Except for liabilities or obligations (a) as (and to the extent) reflected, disclosed or reserved against in Parent's financial statements (or the notes thereto) included in the Parent SEC Documents prior to the date of this Agreement, (b) incurred in the ordinary course of business consistent with past practice since June 30, 2016, (c) incurred in connection with the transactions contemplated by this Agreement or (d) that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent or any of its Subsidiaries has any liabilities or obligations of any nature, whether or not

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accrued, contingent, absolute or otherwise and whether or not required to be reflected on a consolidated balance sheet of Parent (or the notes thereto) in accordance with GAAP.

        Section 4.9    Litigation.     As of the date of this Agreement, (a) there is no Proceeding pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries or any asset or property of Parent or any of its Subsidiaries, and (b) neither Parent nor any of its Subsidiaries nor any asset or property of Parent or any of its Subsidiaries is subject to a continuing Order, in each case, that (i) has been, or would reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole or (ii) would reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

        Section 4.10    Permits; Compliance with Laws.     

        Section 4.11    Information Supplied.     None of the information supplied or to be supplied by or on behalf of Parent or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, in light of the circumstances under which they are made, not misleading and (b) the Joint Proxy Statement will, at the date it, or any amendment or supplement to it, is mailed to stockholders of the Company and stockholders of Parent and at the time of the Company Stockholders' Meeting and at the time of the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent regarding such portions thereof that relate expressly to the Company or any of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

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        Section 4.12    Employee Benefit Plans.     

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        Section 4.13    Taxes.     

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        Section 4.14    Material Contracts.     Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, none of Parent or any of its Subsidiaries is in breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under the terms of, and none has taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any Contract material to Parent and its Subsidiaries, taken as a whole (each a "Parent Material Contract"). As of the date of this Agreement, to the Knowledge of Parent, no other party to any Parent Material Contract is in breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under the terms of, and none has taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any Parent Material Contract. Each Parent Material Contract is (a) a valid and binding obligation of Parent or its Subsidiary that is a party thereto, as applicable, and, to the Knowledge of Parent, the other parties thereto, (provided that (i) such enforcement may be subject to applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought) and (b) in full force and effect.

        Section 4.15    Trademarks, Patents and Copyrights.     

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        Section 4.16    Real and Personal Property.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, Parent and its Subsidiaries (as applicable) have good title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens, except for Permitted Liens.

        Section 4.17    Environmental.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole:

        Section 4.18    Customers and Suppliers.     None of the ten (10) largest customers (by revenue) of the businesses of Parent and its Subsidiaries during the twelve (12) months prior to the date of this Agreement, the ten (10) largest suppliers (by cost) of the businesses of Parent and its Subsidiaries during the twelve (12) months prior to the date of this Agreement or the ten (10) largest "single source" suppliers (by cost) of the businesses of Parent and its Subsidiaries during the twelve (12) months prior to the date of this Agreement has canceled or otherwise terminated, or to the

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Knowledge of Parent, threatened in writing to cancel or otherwise terminate, its relationship with Parent or any of its Subsidiaries or to materially decrease the quantity of products or services purchased from or sold to, respectively, Parent or any of its Subsidiaries since December 31, 2015, outside of ordinary cyclical fluctuations in business from the placing and fulfillment of Contracts.

        Section 4.19    Aviation Regulation Compliance.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, Parent and each of its Subsidiaries (a) is in compliance with all applicable Aviation Regulations, (b) has not violated, been subject to an investigation with respect to or made voluntary disclosures with respect to potential violations of any Aviation Regulations during the last two (2) years and (c) has not been cited by the FAA or foreign aviation authorities for any material discrepancies or violations during inspections or audits during the last two (2) years. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, Parent has not received any Air Worthiness Directives (as such term is defined in the Federal Aviation Regulations, 14 C.F.R. § 39, as amended) issued by the FAA (or, with respect to such issuances by any foreign aviation Governmental Authority, the foreign equivalent thereof) pursuant to which a known safety deficiency was found in any products of Parent or any of its Subsidiaries at any time during the last two (2) years, and no such Air Worthiness Directives are pending.

        Section 4.20    Foreign Corrupt Practices Act; Anti-Corruption.     

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        Section 4.21    Customs and International Trade Laws.     

        Section 4.22    Insurance.     Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, (a) Parent and its Subsidiaries have paid, or caused to be paid, all premiums due under all insurance policies of Parent and its Subsidiaries, and all such insurance policies are in full force and effect, (b) as of the date of this Agreement, none of Parent or any of its Subsidiaries has received written notice (i) that they are in default with respect to any obligations under such policies or (ii) of cancellation or termination with respect to any such policies, or refusal or denial of any coverage, reservation of rights or rejection of any claim under any such policies, in each case that is held by, or for the benefit of, Parent or any of its Subsidiaries.

        Section 4.23    Brokers.     No investment banker, broker or finder other than J.P. Morgan Securities LLC, the fees and expenses of which will be paid by Parent, is entitled to any investment banking, brokerage, finder's or similar fee or commission in connection with this Agreement or the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

        Section 4.24    Opinion of Financial Advisor.     Parent has received the opinion of J.P. Morgan Securities LLC, dated as of the date of this Agreement, to the effect that, as of the date of such opinion, on the basis of and subject to the factors, qualifications, limitations and assumptions set forth in such opinion, the Merger Consideration to be paid by Parent in the proposed Merger is fair, from a

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financial point of view, to Parent. Promptly after the date of this Agreement, a true, correct and complete copy of such opinion will be made available to the Company for informational purposes only.

        Section 4.25    Financing.     Parent and Merger Sub collectively will have, as of the Closing Date, sufficient cash to consummate the Merger and the other transactions contemplated by this Agreement that require payment on the Closing Date. The obligations of Parent and Merger Sub hereunder are not subject to any condition regarding Parent's, Merger Sub's or any other Person's ability to obtain financing for the Merger and the other transactions contemplated by this Agreement.

        Section 4.26    Share Ownership.     None of Parent, Merger Sub or any of their Affiliates has been, at any time during the three (3) years preceding the date of this Agreement, an "interested stockholder" of the Company, as defined in Section 203 of the DGCL. As of the date of this Agreement, none of Parent, Merger Sub or their respective Affiliates owns (directly or indirectly, beneficially or of record) any Company Common Stock and none of Parent, Merger Sub or any of their respective Affiliates holds any rights to acquire any Company Common Stock except pursuant to this Agreement (in each case other than de minimis holdings held by directors and officers of Parent or any of its Subsidiaries).

        Section 4.27    Management Agreements.     Other than this Agreement and the amendments to the employment agreements referenced in Section 4.27 to the Parent Disclosure Letter, as of the date of this Agreement, there are no Contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their Affiliates, on the one hand, and any member of the Company's management or the Company Board, on the other hand, relating in any way to the transactions contemplated by this Agreement or the operations of the Company after the Effective Time.

        Section 4.28    No Other Representations or Warranties.     Except for (a) the representations and warranties contained in this Article IV and (b) the representations, warranties and covenants contained in the Parent Signing Representation Letter and the Parent Closing Representation Letter, none of Parent, Merger Sub nor any other Person on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or any of its Subsidiaries or any other information provided to the Company in connection with the transactions contemplated by this Agreement, including the accuracy, completeness or timeliness thereof.


COVENANTS AND AGREEMENTS

        Section 5.1    Conduct of Business by the Company Pending the Merger.     The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as may be required by Law, (B) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly contemplated or permitted pursuant to this Agreement or (D) as set forth on Section 5.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause its Subsidiaries to, conduct the business of the Company and its Subsidiaries in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its assets and business organization and maintain its existing relationships with material customers, suppliers, distributors, regulators and business partners, and (y) the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly:

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        Section 5.2    Conduct of Business by Parent Pending the Merger.     Parent covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, except (A) as may be required by Law, (B) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (C) as may be expressly contemplated or permitted pursuant to this Agreement or (D) as set forth in Section 5.2 of the Parent Disclosure Letter, (x) Parent shall conduct its business in the ordinary course of business and in a manner consistent with past practice and, to the extent consistent therewith, use reasonable best efforts to preserve its assets and business organization and maintain its existing relationships with material customers, suppliers, distributors, regulators and business partners, and (y) Parent shall not, directly or indirectly:

        Section 5.3    Preparation of the Form S-4 and the Joint Proxy Statement; Stockholder Meetings.     

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        Section 5.4    Appropriate Action; Consents; Filings.     

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        Section 5.5    Access to Information; Confidentiality.     

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        Section 5.6    No Solicitation by the Company.     

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        Section 5.7    No Solicitation by Parent.     

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        Section 5.8    Directors' and Officers' Indemnification and Insurance.     

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        Section 5.9    Notification of Certain Matters.     Subject to applicable Law, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause, in the case of the Company, any condition set forth in Section 6.2 not to be satisfied, or in the case of Parent, any condition set for the in Section 6.3 not to be satisfied, at any time from the date of this Agreement to the Effective Time; (b) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement and (c) any claims, investigations or Proceedings commenced or, to such party's Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to this Agreement, the Merger or the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties hereunder.

        Section 5.10    Public Disclosure.     So long as this Agreement is in effect, neither Parent, nor the Company, nor any of their respective Affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange or to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 5.10 shall not apply to (i) any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement and (ii) any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or

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may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.7(b) of Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

        Section 5.11    Employee Benefits; Labor.     

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        Section 5.12    Merger Sub.     Parent will take all actions necessary to (a) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (b) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or make any investments, other than as specifically contemplated by this Agreement.

        Section 5.13    Rule 16b-3 Matters.     Prior to the Effective Time, Parent and the Company shall take all such steps as may be reasonably necessary or advisable (to the extent permitted under applicable Law and no-action letters issued by the SEC) to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company or will become subject

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to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.

        Section 5.14    Repayment and Termination of Existing Credit Agreement.     At least one (1) Business Day prior to the Closing Date, the Company shall deliver to Parent an executed copy of a customary payoff letter from the agents under the Existing Credit Agreement in form and substance reasonably satisfactory to Parent relating to the repayment in full of all obligations thereunder or secured thereby, the termination of all commitments in connection therewith and the release of all Liens securing the obligations thereunder (the "Payoff Letter"). The Company shall, and shall cause its Subsidiaries to, deliver to Parent (or the agent under the Existing Credit Agreement, in the case of prepayment and termination notices) prior to the Closing, in form and substance reasonably satisfactory to Parent, all the documents, filings and notices required for the termination of commitments under the Existing Credit Agreement and the release of all Liens securing the obligations thereunder, including the filing of UCC releases, termination of control agreements, and delivery of possessory collateral, which shall in each case be subject to the occurrence of the Closing and the repayment in full of all obligations then outstanding under the Existing Credit Agreement.

        Section 5.15    Certain Tax Matters.     

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        Section 5.16    Stock Exchange Listing.     Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock to be issued in connection with the Merger to be approved for listing on the NYSE, subject to official notice of issuance, at or prior to the Effective Time.

        Section 5.17    Parent's Financing Activities.     

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        Section 5.18    Stock Exchange Delisting; Deregistration.     Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part under Laws and rules and policies of NASDAQ to cause the delisting of the Company and of the shares of Company Common Stock from NASDAQ as promptly as practicable after the Effective Time and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after such delisting. The Company shall not cause the Company Common Stock to be delisted from NASDAQ prior to the Effective Time. If the Surviving Corporation is required to file any quarterly or annual report by a filing deadline that is imposed by the Exchange Act which falls on a date within the ten (10) days following the Closing Date, the Company will deliver to Parent at least five (5) Business Days prior to the Closing a substantially final draft of any such annual or quarterly report reasonably likely to be required to be filed during such period.

        Section 5.19    State Takeover Laws.     If any state takeover statute becomes or is deemed to become applicable to the Company or the Merger or the other transactions contemplated by this Agreement, then the Company Board shall take any and all actions necessary to render such statutes inapplicable to the foregoing.

        Section 5.20    Stockholder Litigation.     The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation brought by any stockholder of the Company against the Company and/or its directors or executive officers relating to the Merger and the other transactions contemplated by this Agreement, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, the Merger, any other transaction contemplated by this Agreement or otherwise, without the prior written consent of Parent.

        Section 5.21    Resignations.     Prior to the Effective Time, upon Parent's request, the Company shall cause any director of the Company and each subsidiary of the Company to execute and deliver a letter effectuating his or her resignation as a director of such entity effective as of the Effective Time.

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        Section 5.22    Board Membership.     Prior to the Effective Time, Parent shall take all necessary corporate action so that, upon and after the Effective Time, (i) the size of the Parent Board is increased by two (2) members to a total of eleven (11) members, (ii) an individual selected by the Company who meets Parent's independence criteria as in effect as of the date of this Agreement and who is otherwise reasonably acceptable to Parent is appointed to the Parent Board as a member of the class of directors of the Parent Board with terms expiring in 2018 and (iii) an individual selected by the Company who meets Parent's independence criteria as in effect as of the date of this Agreement and who is otherwise reasonably acceptable to Parent is appointed to the Parent Board as a member of the class of directors of the Parent Board with terms expiring in 2020.

        Section 5.23    Dividend Record Dates.     The Company shall coordinate with Parent to designate the record dates and payment dates for the Company's quarterly dividends to coincide with the record dates and payment dates for Parent's quarterly dividends, it being the intention of the parties that holders of Parent Common Stock and Company Common Stock shall not receive dividends twice for a corresponding fiscal quarter of either Parent or the Company.


ARTICLE VI

CONDITIONS TO THE MERGER

        Section 6.1    Conditions to the Obligations of Each Party.     The respective obligations of each party to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing of the following conditions:

        Section 6.2    Conditions to Obligations of Parent and Merger Sub to Effect the Merger.     The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent at or prior to the Closing of the following additional conditions:

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        Section 6.3    Conditions to Obligation of the Company to Effect the Merger.     The obligation of the Company to effect the Merger and the other transactions contemplated by this Agreement is subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing of the following additional conditions:

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        Section 6.4    Frustration of Closing Conditions.     Neither Parent nor Merger Sub may rely on the failure of any condition set forth in Section 6.1 or Section 6.2 to be satisfied if such failure was primarily caused by the failure of Parent or Merger Sub to perform any of their respective material obligations under this Agreement. The Company may not rely on the failure of any condition set forth in Section 6.1 or Section 6.3 to be satisfied if such failure was primarily caused by its failure to perform any of its material obligations under this Agreement.


ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

        Section 7.1    Termination.     Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Effective Time, whether before or after the Company Stockholder Approval or Parent Stockholder Approval is obtained (except as otherwise expressly noted), as follows:

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        Section 7.2    Effect of Termination.     In the event that this Agreement is terminated and the Merger abandoned pursuant to Section 7.1, written notice thereof shall be given by the terminating party to the other party, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void and of no effect without liability on the part of any party hereto, and all rights and obligations of any party hereto shall cease; provided, however, that, except as otherwise provided in Section 7.3 or in any other provision of this Agreement, no such termination shall relieve any party hereto of any liability or damages resulting from any intentional breach of this Agreement prior to such termination or fraud, in which case, except as provided in Section 7.3, the aggrieved party shall be entitled to all remedies available at law or in equity, including liability for damages determined taking into account all relevant factors, including the loss of the benefit of the Merger, any lost shareholder premium, any lost synergies, the time value of money and any benefit to the breaching party or its shareholders arising from such intentional breach or fraud; and provided, further, that the Confidentiality Agreement, this Section 7.2, Section 7.3 and Article VIII shall survive any termination of this Agreement pursuant to Section 7.1. For purposes of this Agreement, "intentional breach" shall mean an action or omission taken or omitted to be taken that the breaching party intentionally takes (or fails to take) and knows (or should reasonably have known) would, or would reasonably be expected to, cause a material breach of this Agreement.

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        Section 7.3    Termination Fees.     

then, in any such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee.

        Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same-day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) above, immediately prior to or simultaneously with such termination and (z) in the case of clause (iii) above, promptly, but in no event later than three (3) Business Days after the date of such termination.

then, in any such case, Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee.

        Any payments required to be made under this Section 7.3(b) shall be made by wire transfer of same-day funds to the account or accounts designated by the Company, (x) in the case of clause (i) above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) above, immediately prior to or simultaneously with such termination and (z) in the case of

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clause (iii) above, promptly, but in no event later than three (3) Business Days after the date of such termination.

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        Section 7.4    Amendment.     This Agreement may be amended by mutual agreement of the parties hereto in writing at any time before or after receipt of the Company Stockholder Approval or Parent Stockholder Approval; provided, however, that after the Company Stockholder Approval or Parent Stockholder Approval has been obtained, there shall not be any amendment that by applicable Law or in accordance with the rules of any stock exchange requires further approval by the stockholders of the Company or Parent, as applicable, without such further approval of such stockholders nor any amendment or change not permitted under applicable Law; provided, further, that no amendment to this Agreement shall be made that would adversely affect the rights of the Financing Sources as set forth in this Section 7.4 or Sections 8.8, 8.13 or 8.14 without the prior written consent of the Financing Sources.

        Section 7.5    Extension; Waiver.     At any time prior to the Effective Time, subject to applicable Law, any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto, (b) waive any inaccuracy in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement or condition contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

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ARTICLE VIII

GENERAL PROVISIONS

        Section 8.1    Non-Survival of Representations and Warranties.     The representations, warranties and agreements in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time; provided, however, that this Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

        Section 8.2    Expenses.     Except as expressly set forth herein (including Section 7.3), all expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Merger is consummated.

        Section 8.3    Notices.     All notices, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by hand delivery, by prepaid overnight courier (providing written proof of delivery) or by confirmed facsimile transmission or electronic mail, addressed as follows:

Rockwell Collins, Inc.
400 Collins Road N.E.
Cedar Rapids, IA 52498
   
Phone:   (319) 263-0212    
Fax:   (319) 295-3599    
Email:   robert.perna@rockwellcollins.com    
Attention:   Robert Perna    
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
   
Phone:   (312) 407-0700    
Fax:   (312) 407-0411    
Email:   Charles.Mulaney@skadden.com;
Richard.Witzel@skadden.com
   
Attention:   Charles W. Mulaney, Jr.
Richard C. Witzel, Jr.
   
B/E Aerospace, Inc.
1400 Corporate Center Way
Wellington, FL 33414
   
Phone:   (561) 791-5000 x1405    
Fax:   (561) 791-3966    
Email:   ryan_patch@beaerospace.com    
Attention:   Ryan Patch    

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Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
   
Phone:   (212) 848-4000    
Fax:   (212) 848-7179    
Email:   ccondon@shearman.com
rkatz@shearman.com
   
Attention:   Creighton O'M. Condon
Robert M. Katz
   

or to such other address, electronic mail address or facsimile number for a party as shall be specified in a notice given in accordance with this Section 8.3; provided that any notice received by facsimile transmission or electronic mail or otherwise at the addressee's location on any Business Day after 5:00 P.M. (addressee's local time) or on any day that is not a Business Day shall be deemed to have been received at 9:00 A.M. (addressee's local time) on the next Business Day; provided, further, that notice of any change to the address or any of the other details specified in or pursuant to this Section 8.3 shall not be deemed to have been received until, and shall be deemed to have been received upon, the later of the date specified in such notice or the date that is five (5) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 8.3.

        Section 8.4    Interpretation; Certain Definitions.     

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        Section 8.5    Severability.     If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Merger be consummated as originally contemplated to the fullest extent possible.

        Section 8.6    Assignment.     Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto, except that any Merger Sub may assign any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly owned Subsidiaries of Parent, or a combination thereof so long as such assignment would not delay, impair or prevent consummation of the Merger or otherwise have a Parent Material Adverse Effect and Parent continues to remain liable for all of such obligations as if no such assignment had occurred. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this Section 8.6 shall be null and void.

        Section 8.7    Entire Agreement.     This Agreement (including the exhibits, annexes and appendices hereto) constitutes, together with the Confidentiality Agreement, the Company Disclosure Letter and the Parent Disclosure Letter, the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

        Section 8.8    No Third-Party Beneficiaries.     This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, however, that it is specifically intended that (a) the D&O Indemnified Parties (with respect to Section 5.8 and this Section 8.8 from and after the Effective Time), (b) from and after the Effective time, the holders of Company Common Stock and Company Equity Awards (with respect to Article II) and (c) each Financing Source (solely with respect to this Section 8.8 and Sections 7.4, 8.13 and 8.14 hereof) are each intended third-party beneficiaries hereof.

        Section 8.9    Governing Law.     This Agreement and all Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

        Section 8.10    Specific Performance.     The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any party hereto does not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that, prior to any termination of this Agreement in accordance with Section 7.1, the parties shall be entitled to an

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injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

        Section 8.11    Consent to Jurisdiction.     

        Section 8.12    Counterparts.     This Agreement may be executed in multiple counterparts, all of which shall together be considered one and the same agreement. Delivery of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

        Section 8.13    WAIVER OF JURY TRIAL.     EACH OF PARENT, MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BETWEEN ANY OF THEM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, MERGER SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, INCLUDING WITH RESPECT TO ANY PROCEEDING OR COUNTERCLAIM THAT INVOLVES THE FINANCING SOURCES.

        Section 8.14    Certain Claims.     

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        IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

  ROCKWELL COLLINS, INC.

 

By:

 

/s/ ROBERT K. ORTBERG


      Name:   Robert K. Ortberg

      Title:   Chairman, President and Chief Executive Officer

[Signature Page to Merger Agreement]


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  QUARTERBACK MERGER SUB CORP.

 

By:

 

/s/ ROBERT PERNA


      Name:   Robert Perna

      Title:   Vice President

[Signature Page to Merger Agreement]


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  B/E AEROSPACE, INC.

 

By:

 

/s/ AMIN J. KHOURY


      Name:   Amin J. Khoury

      Title:   Executive Chairman of the Board

[Signature Page to Merger Agreement]


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APPENDIX A

DEFINITIONS

        As used in this Agreement, the following terms shall have the following meanings:

        "Affiliate" shall mean, with respect to any Person, any individual, partnership, corporation, entity or other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person specified.

        "Business Day" shall mean any day other than a Saturday, Sunday or a day on which all banking institutions in New York, New York are authorized or obligated by Law or executive order to close.

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

        "Company Acquisition Proposal" shall mean a proposal or offer from any Person providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving the Company, pursuant to which any such Person would own or control, directly or indirectly, twenty percent (20%) or more of the voting power of the Company, (ii) sale or other disposition, directly or indirectly, of assets of the Company (including the capital stock or other equity interests of any of its Subsidiaries) or any Subsidiary of the Company representing twenty percent (20%) or more of the consolidated assets, revenues or net income of the Company and its Subsidiaries taken as a whole, (iii) issuance or sale or other disposition of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of the Company, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any Person will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of the Company or (v) any related combination of the foregoing.

        "Company Disclosure Letter" shall mean the disclosure letter delivered by the Company to Parent simultaneously with the execution of this Agreement.

        "Company Equity Awards" shall mean the Company Options, Company Restricted Stock Awards, Company RSU Awards and Company DSU Awards.

        "Company Equity Plan" shall mean the BE Aerospace, Inc. 2005 Long-Term Incentive Plan, as amended from time to time, and any other equity or equity-based plan, program, or arrangement of the Company or any of its Subsidiaries or any predecessor thereof, other than the Company ESPP.

        "Company ERISA Affiliate" shall mean any Person under common control with the Company within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

        "Company ESPP" shall mean the B/E Aerospace, Inc. Amended and Restated 1994 Employee Stock Purchase Plan, as amended from time to time.

        "Company Intervening Event" means a material event or circumstance that was not known to the Company Board on the date of this Agreement (or if known, the consequences of which were not known to the Company Board as of the date of this Agreement), which event or circumstance, or any consequence thereof, becomes known to the Company Board prior to the Company Stockholder Approval; provided, however, that in no event shall any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to a Company Acquisition Proposal constitute a Company Intervening Event.

        "Company Material Adverse Effect" shall mean any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following (or the

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results thereof) shall constitute or be taken into account in determining whether a Company Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which the Company or any of its Subsidiaries operate (or applicable portions or segments of such industries or markets); (iii) changes in any applicable U.S. Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of the Company's securities or other financial instruments or change in the Company's credit rating, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of "Company Material Adverse Effect" may be taken into account in determining whether a Company Material Adverse Effect has occurred); (v) any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third party estimates or expectations of the Company's revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of "Company Material Adverse Effect" may be taken into account in determining whether a Company Material Adverse Effect has occurred); (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God, weather-related events, fires or natural disasters; (vii) any action taken or not taken at the express written request of Parent after the date of this Agreement; or (viii) the public announcement or pendency of the Merger or the other transactions contemplated by this Agreement or the identity of Parent; provided that if the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vi) above have a material disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which the Company and its Subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether a Company Material Adverse Effect has occurred.

        "Company Option" shall mean each option to purchase shares of Company Common Stock.

        "Company Recommendation" shall mean the recommendation of the Company Board that the stockholders of the Company adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

        "Company Signing Representation Letter" shall mean the representation letter executed by the Company on or prior to the date of this Agreement and delivered to Parent Tax Counsel and Company Tax Counsel, attached hereto as Exhibit D.

        "Company Superior Proposal" shall mean a bona fide written Company Acquisition Proposal (provided that for purposes of this definition, references to twenty percent (20%) in the definition of "Company Acquisition Proposal" shall be deemed to be references to fifty percent (50%)) which the Company Board determines in good faith (i) to be reasonably likely to be consummated if accepted and (ii) to be more favorable to the Company's stockholders from a financial point of view than the Merger and the other transactions contemplated by this Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and this Agreement, and any changes to the terms of this Agreement offered by Parent in response to such Company Acquisition Proposal.

        "Company Tax Counsel" shall mean Shearman & Sterling LLP or such other nationally recognized law firm as the Company may select.

        "Company Termination Fee" shall mean $200,000,000.00.

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        "Confidentiality Agreement" shall mean the confidentiality agreement, dated July 7, 2016, between Parent and the Company.

        "Contract" shall mean any binding written contract, subcontract, lease, sublease, conditional sales contract, purchase order, sales order, license, indenture, note, bond, loan, instrument, understanding, permit, concession, franchise, commitment, partnership, limited liability company or other agreement.

        "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or partnership or other interests, by Contract or otherwise. The terms "Controlling" and "Controlled by" shall have correlative meanings.

        "Customs & International Trade Authorizations" shall mean any and all licenses, registrations, and approvals required pursuant to the Customs & International Trade Laws for the lawful export or import of goods, software, technology, technical data, and services and international financial transactions.

        "Customs & International Trade Laws" shall mean the applicable export control, sanctions, import, customs and trade, anti-bribery, and anti-boycott Laws of any jurisdiction in which the Company or any of its Subsidiaries is incorporated or does business, including the UK Bribery Act 2010, the Tariff Act of 1930, as amended, and other applicable Laws, administered or enforced by the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, and their predecessor agencies; the Export Administration Act of 1979, as amended; the Export Administration Regulations, including related restrictions with regard to transactions involving Persons on the U.S. Department of Commerce Denied Persons List, Unverified List or Entity List; the Arms Export Control Act, as amended; the International Traffic in Arms Regulations, including related restrictions with regard to transactions involving Persons on the Debarred List; the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Iran Sanctions Act, as amended, the National Defense Authorization Act for Fiscal Year 2012, the National Defense Authorization Act for Fiscal Year 2013, and the embargoes and restrictions administered by OFAC; Executive Orders regarding embargoes and restrictions on transactions with designated countries and entities, including Persons designated on OFAC's list of Specially Designated Nationals and Blocked Persons, and Persons designated on the U.S. Department of State sanctions lists; the anti-boycott Laws administered by the U.S. Department of Commerce; and the anti-boycott Laws administered by the U.S. Department of the Treasury.

        "Delaware Secretary of State" shall mean the Secretary of State of the State of Delaware.

        "Environmental Laws" shall mean all applicable and legally enforceable Laws relating to pollution or protection of the environment, natural resources or human health and safety, including Laws relating to Releases of Hazardous Materials and the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Materials, including the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), the Safe Drinking Water Act (42 U.S.C. §3000(f) et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §2701 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), the Endangered Species Act of 1973 (16 U.S.C. §1531 et seq.), and other similar foreign, state and local statutes, in effect as of the date of this Agreement.

        "Equity Award Exchange Ratio" means the quotient obtained by dividing (i) the Merger Consideration by (ii) the Parent Stock Price; provided that the value of the portion of the Merger Consideration that consists of shares of Parent Common Stock shall be determined by multiplying (x) the number of such shares of Parent Common Stock by (y) the Parent Stock Price.

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        "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Exchange Ratio" shall mean the following (in each case rounded to four decimal places): (i) if the Parent Stock Price is an amount greater than $89.97, then the Exchange Ratio is 0.3101; (ii) if the Parent Stock Price is an amount greater than or equal to $77.41 but less than or equal to $89.97, then the Exchange Ratio shall be an amount equal to the quotient obtained by dividing (x) $27.90 by (y) the Parent Stock Price; and (iii) if the Parent Stock Price is less than $77.41, then the Exchange Ratio is 0.3604.

        "Existing Credit Agreement" shall mean the Credit Agreement, dated as of December 16, 2014, among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc. and Goldman Sachs Bank USA, as Syndication Agents, Credit Suisse AG, Cayman Islands Branch, TD Bank, N.A., Royal Bank of Canada, Deutsche Bank Securities Inc., Barclays Bank PLC, Bank of Tokyo-Mitsubishi UFJ, Ltd. and Capital One Business Credit Corp., as Documentation Agents, and certain lenders party thereto, as amended prior to the date of this Agreement.

        "FCPA" shall mean the U.S. Foreign Corrupt Practices Act of 1977, as amended.

        "Financing Source" shall mean, in its capacity as such, any agent, arranger, lender, underwriter, purchaser, noteholder or other debt or equity financing source providing a commitment to provide or arrange all or part of the financing pursuant to any commitment letter, engagement letter or any definitive financing documents in connection with the transactions contemplated by this Agreement, or any alternative financing in connection therewith (whether debt or equity and whether public or private), including any joinder agreements, indentures or credit agreements entered into pursuant thereto or related thereto, and their respective Affiliates, and such agent's, arranger's, lender's, underwriter's, purchaser's, noteholder's or other debt or equity financing source's (and their respective Affiliates') equityholders, members, employees, officers, directors, attorneys, agents, advisors or Representatives, and their respective successors and permitted assigns.

        "Foreign Plan" shall mean Company Benefit Plans that are subject to any Law other than U.S., federal, state or local law.

        "GAAP" shall mean the United States generally accepted accounting principles.

        "Governmental Authority" shall mean any United States (federal, state or local) or foreign government, or any governmental, regulatory, judicial or administrative authority, agency or commission.

        "Hazardous Materials" shall mean any material, substance, chemical or waste (or combination thereof) that (i) is listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect under any Law relating to pollution, waste or the environment or (ii) can form the basis of any liability under any Law relating to pollution, waste or the environment.

        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

        "Indebtedness" shall mean (i) any indebtedness or other obligation for borrowed money, whether current, short-term or long-term and whether secured or unsecured, (ii) any indebtedness evidenced by a note, bond, debenture or other Security or similar instrument, (iii) any liabilities or obligations with respect to interest rate swaps, collars, caps and similar hedging obligations, (iv) any capitalized lease obligations, (v) any direct or contingent obligations under letters of credit, bankers' acceptances, bank

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guarantees, surety bonds and similar instruments, each to the extent drawn upon and paid, (vi) any obligation to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) and (vii) guarantees in respect of clauses (i) through (vi) including guarantees of another Person's Indebtedness or any obligation of another Person which is secured by assets of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable.

        "IRS" shall mean the United States Internal Revenue Service.

        "KLX" shall mean KLX, Inc., a Delaware corporation.

        "KLX Closing Representation Letter" shall mean the representation letter executed by KLX and delivered to Shearman & Sterling, dated as of the Closing Date, described in Section 7.3(f) of the KLX Tax Sharing Agreement.

        "KLX Contribution" shall have the same meaning as the term "Contribution" in the KLX Tax Sharing Agreement.

        "KLX Debt Repayment" shall have the same meaning as the term "Debt Repayment" in the KLX Tax Sharing Agreement.

        "KLX Distribution" shall have the same meaning as the term "Distribution" in the KLX Tax Sharing Agreement.

        "KLX External Spin-Off" shall have the same meaning as the term "External Spin-Off" in the KLX Tax Sharing Agreement.

        "KLX Internal Restructuring" shall have the same meaning as the term "Internal Restructuring" in the KLX Tax Sharing Agreement.

        "KLX Signing Representation Letter" shall mean the representation letter executed by KLX on or prior to the date of this Agreement and delivered to Shearman & Sterling LLP pursuant to the KLX TSA Amendment.

        "KLX Spin-Off Tax Treatment" shall mean the qualification of (i) the KLX Contribution and the KLX Distribution, taken together, as a reorganization under Section 368(a)(1)(D) of the Code pursuant to which no gain or loss was recognized by the Company or KLX under Sections 357, 361 and 1032 of the Code with each of the Company and KLX as a party to the reorganization, (ii) the KLX Debt Repayment as a transfer under Section 361(b)(3) of the Code such that no gain was recognized by the Company upon the receipt of cash proceeds in connection with the KLX Contribution and (iii) the KLX Distribution for nonrecognition of gain or loss under Sections 355 and 361 of the Code.

        "Knowledge" shall mean the actual knowledge of each of the following officers and employees of the Company or Parent, as applicable, after reasonable inquiry by each such person: (i) for the Company: Amin J. Khoury, Werner Lieberherr, Joseph T. Lower and Ryan M. Patch; and (ii) for Parent: Robert K. Ortberg, Patrick E. Allen and Robert J. Perna.

        "Law" shall mean any domestic, federal, state, municipal, local, national, supranational or foreign statute or law (whether statutory or common law), constitution, code, ordinance, rule, regulation, order, writ, judgment, decree, binding directive (including those of any applicable self-regulatory organization), arbitration award, agency requirement or any other enforceable requirement of any Governmental Authority.

        "Lien" shall mean liens, claims, mortgages, encumbrances, pledges, security interests, easements or charges of any kind.

        "NASDAQ" shall mean The NASDAQ Stock Market.

        "OFAC" shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.

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        "Order" shall mean any decree, order, judgment, injunction, temporary restraining order or other order in any Proceeding by or with any Governmental Authority.

        "Parent Acquisition Proposal" shall mean a proposal or offer from any Person providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving Parent, pursuant to which any such Person would own or control, directly or indirectly, twenty percent (20%) or more of the voting power of Parent, (ii) sale or other disposition, directly or indirectly, of assets of Parent (including the capital stock or other equity interests of any of its Subsidiaries) or any Subsidiary of Parent representing twenty percent (20%) or more of the consolidated assets, revenues or net income of Parent and its Subsidiaries taken as a whole, (iii) issuance or sale or other disposition of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of Parent, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any Person will acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing twenty percent (20%) or more of the voting power of Parent or (v) any related combination of the foregoing, in the case of each of (i) through (v) above, a condition of which is that the transactions contemplated by this Agreement do not occur or that could only be completed if the transactions contemplated by this Agreement do not occur.

        "Parent Benefit Plan" shall mean (i) each material "employee benefit plan" (as such term is defined in Section 3(3) of ERISA), whether written or unwritten, that Parent, any of its Subsidiaries or any Parent ERISA Affiliate adopted, maintains, sponsors, participates in, is a party or contributes to or with respect to which Parent or any of its Subsidiaries could reasonably be expected to have any material liability; and (ii) each other material employment or employee benefit plan, program, practice, policy, arrangement or agreement, whether written or unwritten, including any equity option, equity purchase, equity appreciation right or other equity or equity-based incentive, cash bonus or incentive compensation, employment, change in control, retention, retirement or supplemental retirement, deferred compensation, profit-sharing, unemployment, severance, termination pay, welfare, hospitalization or medical, life, accidental death and dismemberment, long- or short-term disability, fringe benefit or other similar compensation or employee benefit plan, program, practice, policy, arrangement or agreement for any current or former employee or director of, or other individual service provider to, Parent or any of its Subsidiaries that does not constitute an "employee benefit plan" (as defined in Section 3(3) of ERISA), that Parent or any of its Subsidiaries adopted, maintains, sponsors, participates in, is a party or contributes to, or with respect to which Parent or any of its Subsidiaries could reasonably be expected to have any liability.

        "Parent Disclosure Letter" shall mean the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

        "Parent Equity Awards" shall mean options to purchase Parent Common Stock, restricted stock awards subject to time-based or other vesting or lapse restrictions, restricted stock unit awards subject to time-based, performance or other vesting or lapse restrictions or performance shares subject to time-based, performance or other vesting or lapse restrictions.

        "Parent ERISA Affiliate" shall mean any Person under common control with Parent within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

        "Parent Intervening Event" means a material event or circumstance that was not known to the Parent Board on the date of this Agreement (or if known, the consequences of which were not known to the Parent Board as of the date of this Agreement), which event or circumstance, or any consequence thereof, becomes known to the Parent Board prior to the Parent Stockholder Approval; provided, however, that in no event shall any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to a Parent Acquisition Proposal constitute a Parent Intervening Event.

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        "Parent Material Adverse Effect" shall mean any event, occurrence, development or change that has a material adverse effect on the business, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole; provided, however, that none of the following (or the results thereof) shall constitute or be taken into account in determining whether a Parent Material Adverse Effect shall have occurred: (i) changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates; (ii) general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which Parent or any of its Subsidiaries operate (or applicable portions or segments of such industries or markets); (iii) changes in any applicable U.S. Laws or accounting regulations or principles or interpretations thereof; (iv) any change in the price or trading volume of Parent's securities or other financial instruments or change in Parent's credit rating, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of "Parent Material Adverse Effect" may be taken into account in determining whether a Parent Material Adverse Effect has occurred); (v) any failure by Parent to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operation or any published analyst or other third party estimates or expectations of Parent's revenue, earnings or other financial performance or results of operations for any period, in and of itself (provided that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of "Parent Material Adverse Effect" may be taken into account in determining whether a Parent Material Adverse Effect has occurred); (vi) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God, weather-related events, fires or natural disasters; (vii) any action taken or not taken at the express written request of the Company after the date of this Agreement; or (viii) the public announcement or pendency of the Merger or the other transactions contemplated by this Agreement or the identity of the Company; provided that if the facts, circumstances, events, changes, occurrences or effects set forth in clauses (i) through (iii) and (vi) above have a material disproportionate impact on Parent and its Subsidiaries, taken as a whole, relative to the other participants in the industries in which Parent and its Subsidiaries operate, such facts, circumstances, events, changes, occurrences or efforts may be taken into account in determining whether a Parent Material Adverse Effect has occurred.

        "Parent Organizational Documents" shall mean the certificate of incorporation and bylaws, each as amended as of the date of this Agreement, of each of Parent and Merger Sub.

        "Parent Recommendation" shall mean the recommendation of the Parent Board that the stockholders of Parent approve the Parent Stock Issuance.

        "Parent Signing Representation Letter" shall mean the representation letter executed by Parent on or prior to the date of this Agreement and delivered to Parent Tax Counsel and Company Tax Counsel, attached hereto as Exhibit E.

        "Parent Stock Price" shall mean the average VWAP of Parent Common Stock for the twenty (20) consecutive Trading Days ending immediately prior to the Closing Date, starting with the opening of trading on the first such Trading Day to the closing of the last Trading Day prior to the Closing Date.

        "Parent Superior Proposal" shall mean a bona fide written Parent Acquisition Proposal (provided that for purposes of this definition, references to twenty percent (20%) in the definition of "Parent Acquisition Proposal" shall be deemed to be references to fifty percent (50%)) which the Parent Board determines in good faith (i) to be reasonably likely to be consummated if accepted and (ii) to be more favorable to Parent's stockholders from a financial point of view than the Merger and the other transactions contemplated by this Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of

Appendix A-7


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the proposal, all the terms and conditions of such proposal and this Agreement, and any changes to the terms of this Agreement offered by the Company in response to such Parent Acquisition Proposal.

        "Parent Tax Counsel" shall mean Skadden, Arps, Slate, Meagher & Flom LLP or such other nationally recognized law firm as Parent may select.

        "Parent Termination Fee" shall mean $300,000,000.00.

        "Permitted Lien" shall mean (i) any Lien for Taxes not yet due or that are being contested in good faith by appropriate Proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other similar Liens incurred in the ordinary course of business, or that are not yet due or that are being contested in good faith by appropriate Proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (iii) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance or other types of social security or foreign equivalents, (iv) zoning, building codes, and other land use Laws regulating the use or occupancy of leased real property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such leased real property and that are not violated in any material respect by the current use and operation of such leased real property or the operation of the business of the Company and its Subsidiaries, (v) with respect to all leased real property, all Liens encumbering the interest of the fee owner or any superior lessor, sublessor or licensor, (vi) Liens or other imperfections of title, if any, that would not reasonably be expected to be, individually or in the aggregate, material to a Person and its Subsidiaries, taken as a whole, including Liens for any supplemental Taxes or assessments not shown by public records, including refinancings thereof, (vii) in the case of Intellectual Property Rights, licenses of rights entered into in the ordinary course of business, (viii) any other Liens that will be released on or prior to the Closing Date and (ix) the replacement, extension or renewal of any of the foregoing.

        "Person" shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a Governmental Authority.

        "Proceedings" shall mean legal, administrative, arbitral or other proceedings, suits, actions, investigations, examinations, claims, hearings, charges, complaints, indictments or litigations.

        "Release" shall mean any actual or threatened release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or real property.

        "Representative" shall mean, with respect to any Person, such Person's Affiliates and its and their respective officers, directors, managers, partners, employees, accountants, counsel, financial advisors, consultants and other advisors or representatives and, with respect to Parent, its Financing Sources.

        "Sanctioned Country" shall mean, at any time, a country or territory which is itself the subject or target of comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

        "Sanctioned Person" shall mean any Person that is the target of Sanctions, including, (i) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, Her majesty's Treasury of the United Kingdom, Switzerland or any European Union member state, (ii) any Person located, organized or resident in a Sanctioned Country, or (iii) any Person 50% or more owned or otherwise controlled by any such Person or Persons described in the foregoing clauses (i) and (ii).

        "Sanctions" shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through OFAC or the U.S. Department of

Appendix A-8


Table of Contents

State, the United Nations Security Council, the European Union or any European Union member state, Her Majesty's Treasury of the United Kingdom or Switzerland.

        "Sarbanes-Oxley Act" shall mean the Sarbanes-Oxley Act of 2002, as amended.

        "SEC" shall mean the United States Securities and Exchange Commission.

        "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

        "Securities Laws" shall mean the Securities Act, the Exchange Act, state securities or "blue sky" laws, all similar foreign securities laws and the rules and regulations promulgated thereunder.

        "Security" shall mean, with respect to any Person, any series of common stock, preferred stock and any other equity securities or capital stock of such Person (including interests convertible into or exchangeable or exercisable for any equity interest in any such series of common stock, preferred stock, and any other equity securities or capital stock of such Person), however described and whether voting or non-voting.

        "Security Clearances" shall mean all personnel and facility security clearances required for access to information classified pursuant to Executive Order 13526 or similar Order that is necessary for operation of a Person's business as presently conducted.

        "Subsidiary" of a Person shall mean any other Person with respect to which the first Person (i) has the right to elect a majority of the board of directors or other Persons performing similar functions or (ii) beneficially owns more than fifty percent (50%) of the voting stock (or of any other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly through one or more other Persons.

        "Tax" or "Taxes" shall mean any and all taxes, fees, levies, duties, tariffs, imposts, and other similar charges (together with any and all interest, penalties and additions to tax) imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth, and taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes.

        "Tax Returns" shall mean returns, reports and information statements, including any schedule or attachment thereto, with respect to Taxes required to be filed with the IRS or any other Governmental Authority.

        "Trading Day" shall mean any day on which the NYSE is open for trading; provided that a "Trading Day" only includes those days that have a scheduled closing time of 4:00 PM New York City time.

        "Treasury Regulations" shall mean regulations promulgated by the IRS under the Code.

        "VWAP" shall mean, for any Trading Day, the volume-weighted average price per share of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the Company and Parent).

Appendix A-9


Table of Contents


Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

B/E AEROSPACE, INC.

        FIRST:    The name of the corporation is B/E Aerospace, Inc. (the "Corporation").

        SECOND:    The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

        THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the "DGCL").

        FOURTH:    The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, each having a par value of one cent ($0.01).

        FIFTH:    The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

        SIXTH:    Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

        SEVENTH:    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

        EIGHTH:    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, all rights conferred upon stockholders herein are granted subject to this reservation.

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        NINTH:    With respect to acts or omissions occurring at or prior to the effective time of the merger between the the Corporation and Quarterback Merger SubCorp. (the "Effective Time"), this Corporation shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and, upon request, advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director or officer of this Corporation prior to the Effective Time or while a director or officer is or was serving, prior to the Effective Time, at the request of this Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney's fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person seeking indemnification under this Article 9 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Article 9 shall not adversely affect any right or protection of a director or officer of this Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

        TENTH:    With respect to acts or omissions occurring at or prior to the Effective Time, a director of this Corporation shall not be liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liabilities is not permitted under the Delaware General Corporation Law as in effect at the time such liability is determined. Any repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection of a director or officer of this Corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

* * * * *

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Annex B

LOGO

October 23, 2016

The Board of Directors
Rockwell Collins, Inc.
400 Collins Road N.E.
Cedar Rapids, Iowa 52498

Members of the Board of Directors:

        You have requested our opinion as to the fairness, from a financial point of view, to Rockwell Collins, Inc. (the "Company") of the consideration to be paid by the Company in the proposed merger (the "Transaction") of Quarterback Merger Sub Corp., a wholly-owned subsidiary of the Company (the "Merger Subsidiary"), with B/E Aerospace, Inc. (the "Merger Partner"). Pursuant to the Agreement and Plan of Merger (the "Agreement"), among the Company, the Merger Subsidiary and the Merger Partner, the Merger Partner will become a wholly-owned subsidiary of the Company, and each share of common stock, par value $0.01 per share, of the Merger Partner (the "Merger Partner Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (other than Canceled Shares (as defined in the Agreement) and Dissenting Shares (as defined in the Agreement)), will be converted into the right to receive consideration per share equal to $34.10 in cash, without interest (the "Cash Consideration"), and that number of shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") equal to the Exchange Ratio (and, if applicable, cash in lieu of fractional shares of Parent Common Stock (as defined in the Agreement) payable in accordance with the Agreement) (such number of shares of Company Common Stock and any such cash in lieu of fractional shares, together with the Cash Consideration, the "Consideration"). For purposes of the Agreement, the Exchange Ratio means the following (in each case rounded to four decimal places): (i) if the Parent Stock Price (as defined in the Agreement) is an amount greater than $89.97, then the Exchange Ratio is 0.3101; (ii) if the Parent Stock Price (as defined in the Agreement) is an amount greater than or equal to $77.41 but less than or equal to $89.97, then the Exchange Ratio shall be an amount equal to the quotient obtained by dividing $27.90 by the Parent Stock Price (as defined in the Agreement); and (iii) if the Parent Stock Price (as defined in the Agreement) is less than $77.41, then the Exchange Ratio is 0.3604.

        In connection with preparing our opinion, we have (i) reviewed a draft dated October 23, 2016 of the Agreement; (ii) reviewed certain publicly available business and financial information concerning the Merger Partner and the Company and the industries in which they operate; (iii) compared the proposed financial terms of the Transaction with the publicly available financial terms of certain transactions involving companies we deemed relevant and the consideration received for such companies; (iv) compared the financial and operating performance of the Merger Partner and the Company with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Merger Partner Common Stock and the Company Common Stock and certain publicly traded securities of such other companies; (v) reviewed certain internal financial analyses and forecasts prepared by the managements of the Merger Partner and the Company relating to their respective businesses and by the Company relating to the Merger Partner's business, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transaction (the "Synergies"); and (vi) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion.

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        In addition, we have held discussions with certain members of the management of the Merger Partner and the Company with respect to certain aspects of the Transaction, the past and current business operations of the Merger Partner and the Company, the financial condition and future prospects and operations of the Merger Partner and the Company, the effects of the Transaction on the financial condition and future prospects of the Company, and certain other matters we believed necessary or appropriate to our inquiry.

        In giving our opinion, we have relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with us by the Merger Partner and the Company or otherwise reviewed by or for us. We have not independently verified any such information or its accuracy or completeness and, pursuant to our engagement letter with the Company, we did not assume any obligation to undertake any such independent verification. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Merger Partner or the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to us or derived therefrom, including the Synergies, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Merger Partner and the Company to which such analyses or forecasts relate. We express no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. We have also assumed that the Transaction and the other transactions contemplated by the Agreement will have the tax consequences described in discussions with, and materials furnished to us by, representatives of the Company, and will be consummated as described in the Agreement, and that the definitive Agreement will not differ in any material respects from the draft thereof furnished to us. We have also assumed that the representations and warranties made by the Company and the Merger Partner in the Agreement and the related agreements are and will be true and correct in all respects material to our analysis. We are not legal, regulatory or tax experts and have relied on the assessments made by advisors to the Company with respect to such issues. We have further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Merger Partner or the Company or on the contemplated benefits of the Transaction.

        Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. Our opinion is limited to the fairness, from a financial point of view, of the Consideration to be paid by the Company in the proposed Transaction and we express no opinion as to the fairness of the Consideration to the holders of any class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the Transaction. Furthermore, we express no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Transaction, or any class of such persons relative to the Consideration to be paid by the Company in the Transaction or with respect to the fairness of any such compensation. We are expressing no opinion herein as to the price at which the Company Common Stock or the Merger Partner Common Stock will trade at any future time.

        We have acted as financial advisor to the Company with respect to the proposed Transaction and will receive a fee from the Company for our services, a substantial portion of which will become payable only if the proposed Transaction is consummated. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. During the two years preceding the date of this letter, we and our affiliates have had commercial or investment banking relationships with the Company and the Merger Partner for which we and such affiliates have received customary

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compensation. Such services during such period have included acting as joint bookrunner and joint lead arranger on the Company's revolving credit facility in February 2016; as joint lead arranger and joint bookrunner on the Merger Partner's credit facilities in December 2014 and in May 2016; as lead arranger and lead-left bookrunner on credit facilities of KLX Inc., an entity that was spun out of the Merger Partner in December 2014 ("KLX"), in December 2014 and May 2015; as lead bookrunner on an offering of debt securities of KLX in November 2014; and as financial advisor to the Merger Partner in connection with the spin-off of KLX in December 2014. We and our affiliates also provided asset management services to the Company during such period. In addition, our commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company, the Merger Partner and of KLX, for which it receives customary compensation or other financial benefits. We anticipate that we and our affiliates will arrange and/or provide financing to the Company in connection with the Transaction for customary compensation. In addition, we and our affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and the Merger Partner. In the ordinary course of our businesses, we and our affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or the Merger Partner for our own account or for the accounts of customers and, accordingly, we may at any time hold long or short positions in such securities or other financial instruments.

        On the basis of and subject to the foregoing, it is our opinion as of the date hereof that the Consideration to be paid by the Company in the proposed Transaction is fair, from a financial point of view, to the Company.

        The issuance of this opinion has been approved by a fairness opinion committee of J.P. Morgan Securities LLC. This letter is provided to the Board of Directors of the Company (in its capacity as such) in connection with and for the purposes of its evaluation of the Transaction. This opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the Transaction or any other matter. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval. This opinion may be reproduced in full in any registration, proxy or information statement relating to the Transaction which the Company must, under any applicable law, file with any government agency or distribute to its shareholders and where such filing must include this opinion. This opinion may not otherwise be disclosed publicly in any manner without our prior written approval.

Very truly yours,

J.P. MORGAN SECURITIES LLC

GRAPHIC

B-3



ANNEX C

388 Greenwich St
New York, NY 10013

LOGO

October 23, 2016

The Board of Directors
B/E Aerospace, Inc.
1400 Corporate Center Way
Wellington, FL 33414

Members of the Board:

        You have requested our opinion as to the fairness, from a financial point of view, to the holders of the common stock of B/E Aerospace, Inc., a Delaware corporation ("Company"), of the Merger Consideration (defined below) to be received by such holders pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of October 23, 2016 (the "Merger Agreement"), among Rockwell Collins, Inc., a Delaware corporation ("Parent"), Quarterback Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Company. As more fully described in the Merger Agreement, (i) Merger Sub will be merged with and into Company (the "Merger") and (ii) each outstanding share of the common stock, par value $0.01 per share, of Company ("Company Common Stock"), other than shares of Company Common Stock held by holders who are entitled to and properly demand appraisal of their shares of Company Common Stock and shares of Company Common Stock that are owned, directly or indirectly, by Parent, Company (as treasury shares or otherwise) or Merger Sub (such holders, collectively, "Excluded Holders"), will be converted into the right to receive $34.10 in cash (the "Cash Consideration") and that number of shares (and cash in lieu of any fraction thereof) of common stock, par value $0.01 per share ("Parent Common Stock"), of Parent equal to (a) if the Parent Stock Price (as defined in the Merger Agreement) is greater than $89.97, 0.3101; (b) if the Parent Stock Price is greater than or equal to $77.41 but less than or equal to $89.97, the quotient (rounded to four decimal places) obtained by dividing (x) $27.90 by (y) the Parent Stock Price; and (c) if the Parent Stock Price is less than $77.41, 0.3604 (the "Stock Consideration"; together with the Cash Consideration, the "Merger Consideration").

        In arriving at our opinion, we reviewed the Merger Agreement and held discussions with certain senior officers, directors and other representatives and advisors of Company and certain senior officers and other representatives and advisors of Parent concerning the businesses, operations and prospects of Company and Parent. We examined certain publicly available business and financial information relating to Company and Parent as well as certain financial forecasts and other information and data relating to Company and Parent which were provided to or discussed with us by the respective managements of Company and Parent, including information relating to the potential strategic implications and operational benefits (including the amount, timing and achievability thereof) anticipated by the managements of Company and Parent to result from the Merger. We reviewed the financial terms of the Merger as set forth in the Merger Agreement in relation to, among other things: current and historical market prices and trading volumes of Company Common Stock and Parent Common Stock; the historical and projected earnings and other operating data of Company and Parent; and the capitalization and financial condition of Company and Parent. We considered, to the extent publicly available, the financial terms of certain other transactions which we considered relevant in

   

Citigroup Global Markets Inc.

C-1


evaluating the Merger and analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations we considered relevant in evaluating those of Company and Parent. We also evaluated certain potential pro forma financial effects of the Merger on Parent. In addition to the foregoing, we conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as we deemed appropriate in arriving at our opinion. The issuance of our opinion has been authorized by our fairness opinion committee.

        In rendering our opinion, we have assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and upon the assurances of the managements of Company and Parent that they are not aware of any relevant information that has been omitted or that remains undisclosed to us. With respect to financial forecasts and other information and data relating to Company and Parent provided to or otherwise reviewed by or discussed with us, we have been advised by the respective managements of Company and Parent that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of Company and Parent as to the future financial performance of Company and Parent, the potential strategic implications and operational benefits anticipated to result from the Merger and the other matters covered thereby, and have assumed, with your consent, that the financial results (including the potential strategic implications and operational benefits anticipated to result from the Merger) reflected in such forecasts and other information and data will be realized in the amounts and at the times projected.

        We have assumed, with your consent, that the Merger will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Company, Parent or the contemplated benefits of the Merger. Our opinion, as set forth herein, relates to the relative values of Company and Parent. We are not expressing any opinion as to what the value of the Parent Common Stock actually will be when issued pursuant to the Merger or the price at which the Parent Common Stock will trade at any time. We have not made or been provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Company or Parent nor have we made any physical inspection of the properties or assets of Company or Parent. Our opinion does not address the underlying business decision of Company to effect the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for Company or the effect of any other transaction in which Company might engage. We also express no view as to, and our opinion does not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration. Our opinion is necessarily based upon information available to us, and financial, stock market and other conditions and circumstances existing, as of the date hereof.

        Citigroup Global Markets Inc. has acted as financial advisor to Company in connection with the proposed Merger and will receive a fee for such services, a significant portion of which is contingent upon the consummation of the Merger. We also will receive a fee in connection with the delivery of this opinion. We and our affiliates in the past have provided, and currently provide, services to Company unrelated to the proposed Merger, for which services we and such affiliates have received and expect to receive compensation, including, without limitation, during the two year period prior to the date hereof, having acted or acting (i) as financial advisor to Company in connection with Company's spin-off of KLX Inc. in December 2014, and (ii) as lender, syndication agent, joint lead arranger and joint book-runner in connection with a term loan and revolving credit facility of Company. We and our affiliates in the past have also provided, and currently provide, services to

C-2


Parent unrelated to the proposed Merger, for which services we and such affiliates have received and expect to receive compensation, including, without limitation, during the two year period prior to the date hereof, acting as lender, syndication agent, joint lead arranger and joint book-runner in connection with two revolving credit facilities of Parent, as well as acting as lender in connection with certain committed corporate credit card facilities of Parent. In the ordinary course of our business, we and our affiliates may actively trade or hold the securities of Company and Parent for our own account or for the account of our customers and, accordingly, may at any time hold a long or short position in such securities. In addition, we and our affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with Company, Parent and their respective affiliates.

        Our advisory services and the opinion expressed herein are provided for the information of the Board of Directors of Company in its evaluation of the proposed Merger, and our opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Merger.

        Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other factors we deemed relevant, we are of the opinion that, as of the date hereof, the Merger Consideration to be received by the holders of Company Common Stock (other than Excluded Holders) in the Merger is fair, from a financial point of view, to such holders.

Very truly yours,

GRAPHIC

CITIGROUP GLOBAL MARKETS INC.

C-3



ANNEX D

200 West Street -- New York, NY 10282-2198
Tel: 212-902-1000 -- Fax: 212-902-3000

LOGO

PERSONAL AND CONFIDENTIAL

October 23, 2016

Board of Directors
B/E Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414-2105

Ladies and Gentlemen:

        You have requested our opinion as to the fairness from a financial point of view to the holders (other than Rockwell Collins Inc. ("Parent") and its affiliates) of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of B/E Aerospace, Inc. (the "Company") of the Merger Consideration (as defined below) to be paid to such holders pursuant to the Agreement and Plan of Merger, dated as of October 23, 2016 (the "Agreement"), by and among Parent, Quarterback Merger Sub Corp., a wholly owned subsidiary of Parent ("Merger Sub"), and the Company. Pursuant to the Agreement, Merger Sub will be merged with and into the Company (the "Merger") and each outstanding Share (other than Canceled Shares and Dissenting Shares (as defined in the Agreement)) will be converted into $34.10 in cash (the "Cash Consideration") and that number of shares (and cash in lieu of any fraction thereof) of common stock, par value $0.01 per share ("Parent Common Stock"), of Parent equal to (a) if the Parent Stock Price (as defined in the Agreement) is greater than $89.97, 0.3101; (b) if the Parent Stock Price is greater than or equal to $77.41 but less than or equal to $89.97, the quotient (rounded to four decimal places) obtained by dividing $27.90 by the Parent Stock Price; and (c) if the Parent Stock Price is less than $77.41, 0.3604 (the "Stock Consideration"; together with the Cash Consideration, the "Merger Consideration").

        Goldman, Sachs & Co. and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman, Sachs & Co. and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Agreement (the "Transaction"). We have acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the Transaction. We expect to receive fees for our services in connection with the Transaction, the principal portion of which is contingent upon consummation of the Transaction, and the Company has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. We have Securities and Investment Services Provided by Goldman, Sachs & Co. provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which our Investment Banking Division has received, and may receive, compensation, including having acted as book manager with respect to a private offering of KLX, Inc.'s, a former subsidiary of the Company, 5.875% Senior Notes due 2022 (aggregate principal amount of $1,200,000,000) in November 2014; as lead arranger with respect to the Company's term loan (aggregate principal amount

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of $2,200,000,000) put in place in November 2014; as the Company's financial advisor in connection with the spin-off of KLX, Inc., in December 2014; and as a participant in the Company's revolving credit facility (aggregate principal amount of $600,000,000) put in place in December 2014. We may also in the future provide financial advisory and/or underwriting services to the Company, Parent and their respective affiliates for which our Investment Banking Division may receive compensation.

        In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports to stockholders and Annual Reports on Form 10-K of the Company and Parent for the five fiscal years ended December 31, 2015 and September 30, 2015, respectively; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company and Parent; certain other communications from the Company and Parent to their respective stockholders; certain publicly available research analyst reports for the Company and for Parent; and certain internal financial analyses and forecasts for the Company prepared by its management and for Parent prepared by its management, in each case, as approved for our use by the Company (the "Forecasts"), and certain operating synergies projected by the managements of the Company and Parent to result from the Transaction, as approved for our use by the Company (the "Synergies"). We have also held discussions with members of the senior managements of the Company and Parent regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of the Company and Parent; reviewed the reported price and trading activity for the Shares and shares of Parent Common Stock; compared certain financial and stock market information for the Company and Parent with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the aerospace and defense industry and in other industries; and performed such other studies and analyses, and considered such other factors, as we deemed appropriate.

        For purposes of rendering this opinion, we have, with your consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, us, without assuming any responsibility for independent verification thereof. In that regard, we have assumed with your consent that the Forecasts and the Synergies have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. We have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or Parent or any of their respective subsidiaries and we have not been furnished with any such evaluation or appraisal. We have assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Company or Parent or on the expected benefits of the Transaction in any way meaningful to our analysis. We have assumed that the Transaction will be consummated on the terms set forth in the Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to our analysis.

        Our opinion does not address the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Shares, as of the date hereof, of the Merger Consideration to be paid to such holders pursuant to the Agreement. We do not express any view on, and our opinion does not address, any other term or aspect of the Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Agreement or entered into or amended in connection with the Transaction, including, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the

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Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Transaction, whether relative to the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Agreement or otherwise. We are not expressing any opinion as to the prices at which shares of Parent Common Stock will trade at any time or as to the impact of the Transaction on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to how any holder of Shares should vote with respect to such Transaction or any other matter. This opinion has been approved by a fairness committee of Goldman, Sachs & Co.

        Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of Shares pursuant to the Agreement is fair from a financial point of view to such holders.

Very truly yours,

GRAPHIC


(GOLDMAN, SACHS & CO.)

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ANNEX E
Section 262 of the General Corporation Law of the State of Delaware
8 Del.C. § 262
§ 262. Appraisal rights

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title and, subject to paragraph (b)(3) of this section, § 251(h) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:


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        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such

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publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

        (h)   After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

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        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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