Filed by Rockwell Collins, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Filer: Rockwell Collins, Inc.

Subject Company: B/E Aerospace, Inc.

SEC File No.: 0-18348

Date: October 23, 2016

 

Rockwell Collins lful1dirtg ttvst evfffi'Uy Investor Presentallon Home> Pless Release fad Sheet Welcome Investor Call L le:n tothel Yeob:.all Oc:tobef 24, 20lC. 8:30AM11 Oitk rot wcl!ul lluchY::U ColliM .: IV.IIJ/1 Acmosp;K.t' .mnouon Odober 23, 101t.th.:rl I hey ha...c n(into;a definitMo: menl undet which Rtx:kwdlCalli....,wilatquire8Jl Aei'U\P.:r(eb:SB..l billion in lobI Wtl'>idecation. I histran!olorrnJtiYc lr.n ionaettferatgrowth .:a11d r;lrenglhMsRocLwdl Cd!in&' pa:iliiH'I a k!::.cingsuppli ofox-kpi.l 01a bin o;olubon<.:. Rockwell CollinsContact Information t.xpon leU rf<.)· lu< l Porlfcho •llod.,..t•Halllli• llfi.V!O!.fWt . 111.!)•1-oUI ...... • ••it oJuP T'• f\bt<Oill•ll"• '""'"'""'" I Otl Rpn Mile. VuPte.ident, lrwed01 ion llCJ.-7 ·7SJ'f. ou·rn•to: r,. ' "'"rlt!""',. •H,..W..n11<\P ·· . A.T'r<P.W,':'It ... .. ,.,, . •III M!I!{(Wif'll'(lt•rt •11!f.efttlnt4.to.•oOftiu•.t... ol . 1,Ve<t • •rnll>ll'lun"-"r )ll na'Oigitb'l nd , .,..l'fiU\!cM., •U!•n&. ttllllr ·n uW.1f18'01 "''"' ,_o....,, dertCDIIII«'""., -...........1. 1. •t<..-o;m; tl l •C...I"'f.y.l.llfll 111111:'.1(JfJd"f'on!i@)' WkW't'lto::lllino;;.rom ,.,... P;.ml\lf'dy DWedelt. Dr;and ;and h\edQstr.lief:Y 319·91 p;ltll.lwdy@)rockwellrollinunrn ··-·p" •O.l'J9'""'"('tr...,.. >Ut'>tti !Xe>)">l ""' • -..lbt..oo.... • --!l·t.!f'·<lill"l'<·l · u• • l"'b'l'' fliWtlll&orr.loio .•nc·h 1·tllc·:.at.oo.... im8;arroofl;lnod lii!Yfl£mity :;ler S;ard lktbinnen &Co 2U.(,87-8080 •l>'l o-l ii'D •f.oc·•A ••-•1 •::to-1 ..,.,......... •'-1(11111'1, iiNihtl\ldl.l'f'l •fowf-•co Jllll'"IIH • 4eudo)< ..,.,fi H. 8/E Aerospace Contact Information I Otl Gteg ll v Pteident, ltM:rlor Rdation SG1·/9HOOOexll4SO Gree._ l'owdl@lbe,>eloo..;p;aa..com

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ROCKWELL COLLINS ACQUISITION OF B/E AEROSPACE Transformative transaction accelerates growth and strengthens Rockwell Collins’ position as a leading supplier of cockpit and cabin solutions Rockwell Collins B/E Aerospace 20,000 Employees 11B Market Cap 10,000 Employees 5B Market Cap Compelling Strategic and Financial Benefits Creates a new platform for growth in key markets of commercial, business and military aviation Diversifies and balances portfolio across OEM, airline and aftermarket Projected run-rate pre-tax cost synergies of approximately $160 million Projected combined five-year free cash flow generation in excess of $6 billion Expanded Product Portfolio Rockwell Collins B/E Aerospace Head up displays Pilot controls Inflight entertainment Lavatories Head down displays Integrated avionics systems Communication, navigation and surveillance systems Fly by wire Autopilot Flight tracking solutions Flight deck connectivity Oxyg Oxygen systems Crew rest Food & beverage preparation and storage equipment Interior reconfiguration and certification services Interior monuments and structures Power conversion ting ting Aircraft sensors/ antennas Actuator solutions De-icing systems Lighting (narrow body only)Water & waste Broadband connectivity solutions Wireless routersCabin & specialty Moving mapslighting

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Pro Forma Financials Revenues $ in billions EBITDA $ in billions $1.86 $8.12 Pro Forma Pro Forma Markets Increases position in the commercial air transport market Government Government Air Transport Air Transport Rockwell Collins Information Management Services Combined Business, Regional, Civil Helo Information Management Services Business, Regional, Civil Helo Channels Diversifies and balances portfolio across OEM, airline and aftermarket OEM OEM Government Government Information Management Services Rockwell Collins Airline Combined Airline Information Management Services Civil Aftermarket Civil Aftermarket Geography Increases balance of U.S. and International customers International International Rockwell Collins Combined U.S. U.S. $1.25 $0.61 $5.26 $2.86

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Safe Harbor Statement This fact sheet contains statements, including statements regarding certain projections, business trends, and the proposed acquisition of B/E Aerospace that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the financial condition of our customers and suppliers, including bankruptcies; the health of the global economy, including potential deterioration in economic and financial market conditions; adjustments to the commercial OEM production rates and the aftermarket; the impacts of natural disasters and pandemics, including operational disruption, potential supply shortages and other economic impacts; cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption; delays related to the award of domestic and international contracts; delays in customer programs, including new aircraft programs entering service later than anticipated; the continued support for military transformation and modernization programs; potential impact of volatility in oil prices, currency exchange rates or interest rates on the commercial aerospace industry or our business; the impact of terrorist events on the commercial aerospace industry; changes in domestic and foreign government spending, budgetary, procurement and trade policies adverse to our businesses; market acceptance of our new and existing technologies, products and services; reliability of and customer satisfaction with our products and services; potential unavailability of our mission-critical data and voice communication networks; unfavorable outcomes on or potential cancellation or restructuring of contracts, orders or program priorities by our customers; recruitment and retention of qualified personnel; regulatory restrictions on air travel due to environmental concerns; effective negotiation of collective bargaining agreements by us, our customers, and our suppliers; performance of our customers and subcontractors; risks inherent in development and fixed-price contracts, particularly the risk of cost overruns; risk of significant reduction to air travel or aircraft capacity beyond our forecasts; our ability to execute to internal performance plans such as restructuring activities, productivity and quality improvements and cost reduction initiatives; achievement of ARINC integration and synergy plans as well as our other acquisition and related integration plans; continuing to maintain our planned effective tax rates; our ability to develop contract compliant systems and products on schedule and within anticipated cost estimates; risk of fines and penalties related to noncompliance with laws and regulations including compliance requirements associated with U.S. Government work, export control and environmental regulations; risk of asset impairments; our ability to win new business and convert those orders to sales within the fiscal year in accordance with our annual operating plan; and the uncertainties of the outcome of lawsuits, claims and legal proceedings, risk that one or more closing conditions to the acquisition of B/E Aerospace, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of each of B/E Aerospace and Rockwell Collins may not be obtained; risk of unexpected costs, charges or expenses resulting from the proposed acquisition of B/E Aerospace; uncertainty of the expected financial performance of the combined company following completion of the proposed acquisition of B/E Aerospace; failure to realize the anticipated benefits of the proposed acquisition of B/E Aerospace, including as a result of delay in completing the proposed transaction or integrating the businesses of Rockwell Collins and B/E Aerospace; risk to the ability of the combined company to implement its business strategy; risk of an occurrence of any event that could give rise to termination of the merger agreement; risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability as well as other risks and uncertainties, including but not limited to those detailed herein and from time to time in our Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof and the company assumes no obligation to update any forward-looking statement. No Offer or Solicitation This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Additional Information and Where to Find It In connection with the proposed transaction, Rockwell Collins will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) for the stockholders of B/E Aerospace and Rockwell Collins to be filed with the SEC, and each will mail the Joint Proxy Statement/Prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document Rockwell Collins and/or B/E Aerospace may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE JOINT PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY ROCKWELL COLLINS OR B/E AEROSPACE WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. The Joint Proxy Statement/Prospectus (when available) will be mailed to stockholders of Rockwell Collins and B/E Aerospace. Investors and security holders will be able to obtain free copies of Joint Proxy Statement/Prospectus and other documents filed with the SEC by Rockwell Collins and/or B/E Aerospace through the website maintained by the SEC at www.sec.gov. Investors and security holders will also be able to obtain free copies of the documents filed by Rockwell Collins with the SEC on Rockwell Collins’ internet website at http://www.rockwellcollins.com or by contacting Rockwell Collins’ Investor Relations at Rockwell Collins, 400 Collins Rd. NE, Cedar Rapids, IA 52498 or by calling (319) 295-7575. Investors and security holders will also be able to obtain free copies of the documents filed by B/E Aerospace with the SEC on B/E Aerospace’s internet website at http://www.beaerospace.com or by contacting B/E Aerospace’s Investor Relations at B/E Aerospace, Inc., 1400 Corporate Center Way, Wellington, FL or by calling (561) 791-5000. Participants in the Solicitation Rockwell Collins, B/E Aerospace, their respective directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus and other relevant materials when it is filed with the SEC. Information regarding the directors and executive officers of Rockwell Collins is contained in Rockwell Collins’ proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on December 16, 2015, and Rockwell Collins’ Current Report on Form 8-K filed with the SEC on April 29, 2016. Information regarding the directors and executive officers of B/E Aerospace is contained in B/E Aerospace’s proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on April 28, 2016. These documents can be obtained free of charge from the sources indicated above.

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Important Information | Rockwell Collins to acquire B/E Aerospace http://rockwellcollins.acquisitionannouncement.com/important-information/ (http://rockwellcollins.acquisitionannouncement.com) Home (http://rockwellcollins.acquisitionannouncement.com/) Press Release (http://rockwellcollins.acquisitionannouncement.com/press-releases/) Investor Presentation (http://rockwellcollins.acquisitionannouncement.com/investor-presentation/) Fact Sheet (http://rockwellcollins.acquisitionannouncement.com/wp-content/uploads/2016/10/Rockwell-Collins-BE-Aerospace-Fact-Sheet-1.pdf) SEC Filings (http://rockwellcollins.acquisitionannouncement.com/sec-filings/) Important Information Safe Harbor Statement This website contains statements, including statements regarding certain projections, business trends, and the proposed acquisition of B/E Aerospace that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the financial condition of our customers and suppliers, including bankruptcies; the health of the global economy, including potential deterioration in economic and financial market conditions; adjustments to the commercial OEM production rates and the aftermarket; the impacts of natural disasters and pandemics, including operational disruption, potential supply shortages and other economic impacts; cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption; delays related to the award of domestic and international contracts; delays in customer programs, including new aircraft programs entering service later than anticipated; the continued support for military transformation and modernization programs; potential impact of volatility in oil prices, currency exchange rates or interest rates on the commercial aerospace industry or our business; the impact of terrorist events on the commercial aerospace industry; changes in domestic and foreign government spending, budgetary, procurement and trade policies adverse to our businesses; market acceptance of our new and existing technologies, products and services; reliability of and customer satisfaction with our products and services; potential unavailability of our mission-critical data and voice communication networks; unfavorable outcomes on or potential cancellation or restructuring of contracts, orders or program priorities by our customers; recruitment and retention of qualified personnel; regulatory restrictions on air travel due to environmental concerns; effective negotiation of collective bargaining agreements by us, our customers, and our suppliers; performance of our customers and subcontractors; risks inherent in development and fixed-price contracts, particularly the risk of cost overruns; risk of significant reduction to air travel or aircraft capacity beyond our forecasts; our ability to execute to internal performance plans such as restructuring activities, productivity and quality improvements and cost reduction initiatives; achievement of ARINC integration and synergy plans as well as our other acquisition and related integration plans; continuing to maintain our planned effective tax rates; our ability to develop contract compliant systems and products on schedule and within anticipated cost estimates; risk of fines and penalties related to noncompliance with laws and regulations including compliance requirements associated with U.S. Government work, export control and environmental regulations; risk of asset impairments; our ability to win new business and convert those orders to sales within the fiscal year in accordance with our annual operating plan; and the uncertainties of the outcome of lawsuits, claims and legal proceedings, risk that one or more closing conditions to the acquisition of B/E Aerospace, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the shareholders of each of B/E Aerospace and Rockwell Collins may not be obtained; risk of unexpected costs, charges or expenses resulting from the proposed acquisition of B/E Aerospace; uncertainty of the expected financial performance of the combined company following completion of the proposed acquisition of B/E Aerospace; failure to realize the anticipated benefits of the proposed acquisition of B/E Aerospace, including as a result of delay in completing the proposed transaction or integrating the businesses of Rockwell Collins and B/E Aerospace; risk to the ability of the combined company to implement its business strategy; risk of an occurrence of any event that could give rise to termination of the merger agreement; risk that stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability as well as other risks and uncertainties, including but not limited to those detailed herein and from time to time in our Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof and the company assumes no obligation to update any forward-looking statement. No Offer or Solicitation This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Additional Information and Where to Find It In connection with the proposed transaction, Rockwell Collins will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) for the stockholders of B/E Aerospace and Rockwell Collins to be filed with the SEC, and each will mail the Joint Proxy Statement/Prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other document Rockwell Collins and/or B/E Aerospace may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE JOINT PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY ROCKWELL COLLINS OR B/E AEROSPACE WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. The Joint Proxy Statement/Prospectus (when available) will be mailed to stockholders of Rockwell Collins and B/E Aerospace. Investors and security holders will be able to obtain free copies of Joint Proxy Statement/Prospectus and other documents filed with the SEC by Rockwell Collins and/or B/E Aerospace through the website maintained by the SEC at www.sec.gov. Investors and security holders will also be able to obtain free copies of the documents filed by Rockwell Collins with the SEC on Rockwell Collins’ internet website 1 of 3 10/23/2016 4:14 PM

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Important Information | Rockwell Collins to acquire B/E Aerospace http://rockwellcollins.acquisitionannouncement.com/important-information/ at http:/ www.rockwellcollins.com or by contacting Rockwell Collins’ Investor Relations at Rockwell Collins, 400 Collins Rd. NE, Cedar Rapids, IA 52498 or by calling (319) 295-7575. Investors and security holders will also be able to obtain free copies of the documents filed by B/E Aerospace with the SEC on B/E Aerospace’s internet website at http:/ www.beaerospace.com or by contacting B/E Aerospace’s Investor Relations at B/E Aerospace, Inc., 1400 Corporate Center Way, Wellington, FL or by calling (561) 791-5000. Participants in the Solicitation Rockwell Collins, B/E Aerospace, their respective directors, executive offcers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus and other relevant materials when it is filed with the SEC. Information regarding the directors and executive offcers of Rockwell Collins is contained in Rockwell Collins’ proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on December 16, 2015, and Rockwell Collins’ Current Report on Form 8-K filed with the SEC on April 29, 2016. Information regarding the directors and executive offcers of B/E Aerospace is contained in B/E Aerospace’s proxy statement for its 2016 annual meeting of stockholders, filed with the SEC on April 28, 2016. These documents can be obtained free of charge from the sources indicated above. Investor Call Listen to the investor call October 24, 2016 8:30 AM ET Click for webcast (https://event.on24.com/eventRegistration/EventLobbyServlet?target=reg20.jsp&referrer=http%3A%2F%2Finvestor.rockwellcollins.com%2Finvestor-relations%2Fevents-and-presentations%2Fdefault.aspx&eventid=1211293&sessionid=1&key=6246CC9DDD7FF09CF0949B2C4AFF1FD5&regTag=&sourcepage=register) Rockwell Collins Contact Information Investors Ryan Miller Vice President, Investor Relations 319-295-7575 investorrelations@rockwellcollins.com (mailto:investorrelations@rockwellcollins.com) Media Pam Tvrdy Director, Brand and Media Strategy 319-295-0591 pam.tvrdy@rockwellcollins.com (mailto:pam.tvrdy@rockwellcollins.com) Jim Barron/Jared Levy/Emily Deissler Sard Verbinnen & Co 212-687-8080 B/E Aerospace Contact Information Investors Greg Powell Vice President, Investor Relations 561-791-5000 ext. 1450 Greg_Powell@beaerospace.com (mailto:Greg_Powell@beaerospace.com) 2 of 3 10/23/2016 4:14 PM

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Important lnformation I Rockwell Collins to acquire B/E Aerospace http://rockwellcollins. acquisitionarmmmcement.com/important-information/ © 2016 Rockwell Coll1ns. All nghts reserved I m porta nt Info rmat 10 n (http:// rockwe I leo Ill n s.acq u 1 s1t1o na n noun ce me nt. com /I m porta nt-1 nfo rmat1o n /) 3 of3 10/23/2016 4:14PM

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