COL Rockwell Collins, Inc. (delisted)

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 197. 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.

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.

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

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 127. 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 3, 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 127 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

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 101.

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 100.

Headquarters

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

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" the Share Issuance proposal; and



•

"FOR" the Rockwell Collins Adjournment proposal.

        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 65.

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" the Merger proposal;



•

"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; and



•

"FOR" the B/E Aerospace Adjournment proposal.

        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 69.

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.

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 81, 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,

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 123) 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 118.

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 115.

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 123.

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:

•

Rockwell Collins having obtained the Rockwell Collins Stockholder Approval, and B/E Aerospace having obtained the B/E Aerospace Stockholder Approval;

•

the shares of Rockwell Collins common stock to be issued in connection with the merger having been approved for listing on the NYSE, subject to official notice of issuance;



•

the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part having become effective under the Securities Act of 1933, as amended, which is referred to as the Securities Act, and not being the subject of any stop order or any legal, administrative or other similar proceedings or actions by or before the SEC seeking a stop order;



•

any applicable waiting period (and any extension thereof) under the HSR Act relating to the consummation of the merger having expired or early termination thereof having been granted, and any authorization or consent from a governmental authority required to be obtained with respect to the merger under any antitrust laws in Europe, China, the Philippines, South Korea or Turkey having been obtained and remaining in full force and effect (for a more complete description of the governmental filings and consents required for the merger, see "The Merger—Regulatory Approvals Required for the Merger" beginning on page 115); and



•

no governmental authority having issued or entered any order or enacted any law 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.

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:

•

the representations and warranties of B/E Aerospace set forth in the merger agreement with respect to (i) capitalization being true and correct in all respects (other than de minimis inaccuracies) and (ii) outstanding equity awards, capitalization of Merger Sub, corporate authorization of the merger agreement, required stockholder approval of adoption of the merger agreement and the transactions contemplated by the merger agreement, the inapplicability of anti-takeover laws, brokers and transaction-related fees and expenses, opinions from financial advisors and the valid and binding nature of B/E Aerospace's amendment to the KLX tax sharing agreement being true and correct in all material respects, without giving effect to qualifications in such representations and warranties with respect to materiality or material adverse effects on B/E Aerospace, in the case of clauses (i) and (ii), as of the closing date of the merger, which is referred to as the closing date (or, in the case of representations and warranties made as of a specific date, as of such date), with the representations and warranties listed in clauses (i) and (ii) referred to as the B/E Aerospace fundamental representations and warranties;



•

all other representations and warranties of B/E Aerospace set forth in the merger agreement (other than the B/E Aerospace fundamental representations and warranties), without giving effect to qualifications in such representations and warranties with respect to materiality or material adverse effects on B/E Aerospace, being true and correct as of the closing date (or, in the case of representations and warranties made as of a specific date, as of such date), except where failure to be true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on B/E Aerospace;



•

B/E Aerospace having performed or complied in all material respects with its obligations under the merger agreement required to be performed or complied with on or prior to the closing of the merger;



•

since the date of the merger agreement, no event, occurrence, development or change having occurred that had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on B/E Aerospace;

•

Rockwell Collins having received a certificate from an executive officer of B/E Aerospace certifying that the above conditions have been satisfied; and



•

Rockwell Collins having received a written opinion from Rockwell Collins' tax counsel, referred to as the Rockwell Collins Tax Advisor Opinion (or, if Rockwell Collins' tax counsel advises that it will not deliver a written opinion, from both B/E Aerospace's tax counsel and another nationally recognized law firm reasonably acceptable to Rockwell Collins and B/E Aerospace, referred to as the additional tax counsel), to the effect that the merger will not cause the KLX spin-off to fail to qualify for the KLX spin-off tax treatment.

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:

•

the representations and warranties of Rockwell Collins and Merger Sub set forth in the merger agreement with respect to (i) capitalization being true and correct in all respects (other than de minimis inaccuracies) and (ii) outstanding equity awards, capitalization of Merger Sub, corporate authorization of the merger agreement, required stockholder approval of the issuance of Rockwell Collins common stock in connection with the merger, brokers and transaction-related fees and expenses and opinions from financial advisors being true and correct in all material respects, without giving effect to qualifications in such representations and warranties with respect to materiality or material adverse effects on Rockwell Collins, in the case of clauses (i) and (ii), as of the closing date (or, in the case of representations and warranties made as of a specific date, as of such date), with the representations and warranties listed in clauses (i) and (ii) referred to as the Rockwell Collins fundamental representations and warranties;



•

all other representations and warranties of Rockwell Collins and Merger Sub set forth in the merger agreement (other than the Rockwell Collins fundamental representations and warranties), without giving effect to qualifications in such representations and warranties with respect to materiality or material adverse effects on Rockwell Collins, being true and correct as of the closing date (or, in the case of representations and warranties made as of a specific date, as of such date), except where failure to be true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Rockwell Collins;



•

Rockwell Collins and Merger Sub having performed or complied in all material respects with each of their respective obligations required under the merger agreement to be performed or complied with on or prior to the closing of the merger;



•

since the date of the merger agreement, no event, occurrence, development or change having occurred that had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Rockwell Collins;



•

B/E Aerospace having received a certificate from an executive officer of Rockwell Collins certifying that the above conditions have been satisfied; and



•

B/E Aerospace having received a written opinion from B/E Aerospace's tax counsel, referred to as the B/E Aerospace Tax Advisor Opinion (or, if B/E Aerospace's tax counsel advises that it will not deliver a written opinion, the Rockwell Collins Tax Advisor Opinion and a similar opinion from the additional tax counsel), to the effect that the merger will not cause the KLX spin-off to fail to qualify for the KLX spin-off tax treatment.

        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

circumstances. For a more complete description of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 147.

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 122.

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:

•

to immediately cease and terminate, and to use reasonable best efforts to cause its officers, directors and other representatives to cease and terminate all existing discussions, negotiations and communications with any person or entity with respect to acquisition proposals from any person or entity, including proposals to acquire 20% or more of such party's voting power, consolidated assets, revenues or net income, as further described under "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 140;



•

not to, and not to authorize any of its representatives to, directly or indirectly initiate, seek, solicit, knowingly encourage or knowingly induce or take any other action reasonably expected to lead to an acquisition proposal, engage in negotiations or discussions with or provide any non-public information to any person or entity relating to an acquisition proposal or grant any waiver or release under any standstill or other agreement (unless either party's board of directors determines in good faith that refusing to grant such waiver or release would be inconsistent with its fiduciary duties under applicable law);



•

not to provide access (and within one business day of the date of the merger agreement, to terminate any such access) to any third party to any data room containing any of such party's information; and



•

within two business days of the date of the merger agreement, to demand the return or destruction of all confidential, non-public information and materials and all other information and materials related to any acquisition proposal that have been provided to third parties that have entered into confidentiality agreements relating to a possible acquisition proposal with the referenced party or any of its subsidiaries.

        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 140.

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:

•

by the mutual written consent of Rockwell Collins and B/E Aerospace;



•

by either Rockwell Collins or B/E Aerospace if:



•

the merger has not been consummated on or before 5:00 p.m. (New York time) on October 21, 2017, except where the party seeking to terminate the merger agreement for this reason has failed to perform or comply with any of its obligations under the merger agreement and such failure has been the principal cause or resulted in the failure of the consummation of the merger by such date, this termination right being referred to as the End Date Termination Right;



•

any governmental authority has issued or entered any final, non-appealable order or enacted any law after the date of the merger agreement that has the effect of permanently restraining, enjoining or otherwise prohibiting the merger or the other transactions contemplated by the merger agreement, except where the issuance of such order was proximately caused by the failure of the party seeking to terminate the merger agreement for this reason to perform or comply with any of its obligations under the merger agreement;



•

the Rockwell Collins Stockholder Approval has not been obtained upon a vote taken at the duly convened Rockwell Collins special meeting or at any adjournment or postponement of such meeting; or



•

the B/E Aerospace Stockholder Approval has not been obtained upon a vote taken at the duly convened B/E Aerospace special meeting or at any adjournment or postponement of such meeting;



•

by B/E Aerospace:



•

if Rockwell Collins or Merger Sub breaches or fails to perform any of their respective representations, warranties, covenants or other agreements set forth in the merger agreement, resulting in the failure of a closing condition regarding (i) the accuracy of Rockwell Collins' representations or warranties (treating for this purpose the representation

and warranty made by Rockwell Collins regarding the truth and accuracy of the representations contained in the representation letter delivered at the signing of the merger agreement relating to the continued qualification of the KLX spin-off for the KLX spin-off tax treatment, which is referred to as the Rockwell Collins Signing Representation Letter as a Rockwell Collins fundamental representation and warranty in the event that the B/E Aerospace Tax Advisor Opinion and either the Rockwell Collins Tax Advisor Opinion or the similar opinion of the additional tax counsel cannot be delivered) or (ii) the performance or compliance in all material respects with their respective obligations under the merger agreement required to be performed or complied with on or prior to the closing of the merger, and, in each case, such breach or failure to perform is incapable of being cured prior to 5:00 p.m. (New York time) on October 21, 2017 or, if capable of being cured, will not have been cured prior to the earlier of 5:00 p.m. (New York time) on October 21, 2017 or the date that is 30 days after delivery of notice by B/E Aerospace to Rockwell Collins of such breach or failure to perform, except that B/E Aerospace will not have the right to terminate the merger agreement for this reason if B/E Aerospace is then in material breach of any of its material obligations under the merger agreement, resulting in the failure of a closing condition regarding its performance or compliance with its obligations under the merger agreement required to be performed or complied with on or prior to the closing of the merger, the termination right described in this bullet point being referred to as the B/E Aerospace Breach Termination Right;

•

prior to receipt of the Rockwell Collins Stockholder Approval, if Rockwell Collins makes an adverse recommendation change, as described further in "The Merger Agreement—Covenants and Agreements—Adverse Recommendation Change and Termination" beginning on page 141, fails to include in this joint proxy statement/prospectus its recommendation to approve the Share Issuance proposal or materially violates or breaches its non-solicitation obligations, the termination right described in this bullet point being referred to as the B/E Aerospace Recommendation Change Termination Right;



•

prior to receipt of the B/E Aerospace Stockholder Approval, in order for B/E Aerospace to enter into a definitive agreement with respect to a superior proposal to the extent permitted by and subject to the applicable terms and provisions of the non-solicitation provisions, as described further under "The Merger Agreement—Covenants and Agreements—Adverse Recommendation Change and Termination" beginning on page 141; or



•

if the closing condition regarding delivery of the B/E Aerospace Tax Advisor Opinion (or, if applicable, delivery of both the Rockwell Collins Tax Advisor Opinion and a similar opinion from the additional tax counsel) is not satisfied within 20 business days of the satisfaction or waiver of all other closing conditions (other than those conditions that by their terms cannot be satisfied prior to the closing of the merger, but which conditions would be satisfied or would be capable of being satisfied if the closing of the merger occurred as of such date), the termination right described in this bullet point being referred to as the B/E Aerospace Tax Opinion Termination Right.



•

by Rockwell Collins if:



•

B/E Aerospace breaches or fails to perform any of its representations, warranties, covenants or other agreements set forth in the merger agreement, resulting in the failure of a closing condition regarding (i) the accuracy of B/E Aerospace's representations or warranties (treating for this purpose the representation and warranty made by B/E Aerospace regarding the truth and accuracy of the representations contained in the representation letter delivered at signing of the merger agreement relating to the KLX spin-off's continued qualification for the KLX spin-off tax treatment, which is referred to as the B/E Aerospace

Signing Representation Letter, as a B/E Aerospace fundamental representation and warranty in the event the Rockwell Collins Tax Advisor Opinion and either the B/E Aerospace Tax Advisor Opinion or the similar opinion of the additional tax counsel cannot be delivered) or (ii) the performance or compliance in all material respects with B/E Aerospace's obligations under the merger agreement required to be performed or complied with on or prior to the closing of the merger, and, in each case, such breach or failure to perform is incapable of being cured prior to 5:00 p.m. (New York time) on October 21, 2017 or, if capable of being cured, will not have been cured prior to the earlier of 5:00 p.m. (New York time) on October 21, 2017 or the date that is 30 days after delivery of notice by Rockwell Collins to B/E Aerospace of such breach or failure to perform, except that Rockwell Collins will not have the right to terminate the merger agreement for this reason if Rockwell Collins is then in material breach of any of its material obligations under the merger agreement, resulting in the failure of a closing condition regarding its performance or compliance with its obligations under the merger agreement required to be performed or complied with on or prior to the closing of the merger, the termination right described in this bullet point being referred to as the Rockwell Collins Breach Termination Right;

•

prior to receipt of the B/E Aerospace Stockholder Approval, B/E Aerospace makes an adverse recommendation change, as described further in "The Merger Agreement—Covenants and Agreements—Adverse Recommendation Change and Termination" beginning on page 141, fails to include in this joint proxy statement/prospectus its recommendation to approve the Merger proposal or materially violates or breaches its non-solicitation obligations, the termination right described in this bullet point being referred to as the Rockwell Collins Recommendation Change Termination Right;



•

prior to receipt of the Rockwell Collins Stockholder Approval, in order for Rockwell Collins to enter into a definitive agreement with respect to a superior proposal to the extent permitted by and subject to the applicable terms and provisions of the non-solicitation provisions, as described further under "The Merger Agreement—Covenants and Agreements—Adverse Recommendation Change and Termination" beginning on page 141; or



•

the closing condition regarding delivery to Rockwell Collins of the Rockwell Collins Tax Advisor Opinion (or, if applicable, delivery of both the B/E Aerospace Tax Advisor Opinion and a similar opinion from the additional tax counsel) is not satisfied within 20 business days of the satisfaction or waiver of all other closing conditions (other than those conditions that by their terms cannot be satisfied prior to the closing of the merger, but which conditions would be satisfied or would be capable of being satisfied if the closing of the merger occurred as of such date), the termination right described in this bullet point being referred to as the Rockwell Collins Tax Opinion Termination Right.

        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:

•

no termination will relieve any party of any liability or damages resulting from any intentional breach of the merger agreement prior to such termination or fraud, in which case the aggrieved party will be entitled to all remedies available at law or in equity, including liability for damages (taking into account all relevant factors, including the loss of the benefit of the merger, any lost stockholder premium, any lost synergies, the time value of money and any benefit to the breaching party or its stockholders arising from such intentional breach or fraud); and

•

the confidentiality agreement entered into by Rockwell Collins and B/E Aerospace in connection with entering into the merger and the provisions of the merger agreement with respect to the effect of termination, termination fees, and general provisions of interpretation and construction will survive any termination of the merger agreement.

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

•

B/E Aerospace will pay to Rockwell Collins $200 million:



•

on the date of the consummation of the applicable acquisition proposal, if Rockwell Collins terminates the merger agreement pursuant to the Rockwell Collins Breach Termination Right on the basis of a breach of a covenant or agreement contained in the merger agreement or either party terminates the agreement pursuant to the End Date Termination Right or failure of B/E Aerospace to obtain the B/E Aerospace Stockholder Approval, and, in any such case, prior to the termination of the merger agreement (or prior to the Rockwell Collins special meeting in the event of failure of B/E Aerospace to obtain the B/E Aerospace Stockholder Approval), an acquisition proposal (with regard to 50% of the voting power, consolidated assets, revenues or net income of the applicable party) made after the date of the merger agreement is publicly disclosed and not publicly withdrawn and, within 12 months of such termination, B/E Aerospace consummates an acquisition proposal or enters into a definitive agreement with respect to an acquisition proposal that is ultimately consummated (regardless of when consummation occurs);



•

immediately prior to or simultaneously with termination, if B/E Aerospace terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal in accordance with the non-solicitation provisions; or



•

promptly, and in no event later than three business days after termination, if Rockwell Collins terminates the merger agreement pursuant to the Rockwell Collins Recommendation Change Termination Right.



•

Rockwell Collins will pay to B/E Aerospace $300 million:



•

on the date of the consummation of the applicable acquisition proposal, if B/E Aerospace terminates the merger agreement pursuant to the B/E Aerospace Breach Termination Right on the basis of a breach of a covenant or agreement contained in the merger agreement or either party terminates the agreement pursuant to the End Date Termination Right or failure of Rockwell Collins to obtain the Rockwell Collins Stockholder Approval, and, in any such case, prior to the termination of the merger agreement (or prior to the B/E Aerospace special meeting in the event of failure of Rockwell Collins to obtain the Rockwell Collins Stockholder Approval), an acquisition proposal (with regard to 50% of the voting power, consolidated assets, revenues or net income of the applicable party) made after the date of the merger agreement is publicly disclosed and not publicly withdrawn and, within 12 months of such termination, Rockwell Collins consummates an acquisition proposal or enters into a definitive agreement with respect to an acquisition proposal that is ultimately consummated (regardless of when consummation occurs);



•

immediately prior to or simultaneously with termination, if Rockwell Collins terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal in accordance with the non-solicitation provisions; or



•

promptly, and in no event later than three business days after termination, if B/E Aerospace terminates the merger agreement pursuant to the B/E Aerospace Recommendation Change Termination Right.

        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:

•

B/E Aerospace will reimburse Rockwell Collins for reasonable and documented out-of-pocket costs and expenses incurred by Rockwell Collins, including all fees and expenses incurred by Rockwell Collins in connection with the financing of the merger and the fees and expenses of advisors incurred by Rockwell Collins in connection with the merger agreement and the transactions contemplated by the merger agreement, in an amount not to exceed $85 million:



•

if the merger agreement is terminated (i) by either Rockwell Collins or B/E Aerospace due to failure of B/E Aerospace to obtain the B/E Aerospace Stockholder Approval, (ii) by B/E Aerospace pursuant to the B/E Aerospace Tax Opinion Termination Right, (iii) by Rockwell Collins pursuant to the Rockwell Collins Breach Termination Right or (iv) by Rockwell Collins pursuant to the Rockwell Collins Tax Opinion Termination Right and, in the case of this clause (iv), either (1) a breach or inaccuracy in the B/E Aerospace Signing Representation Letter causes the Rockwell Collins Tax Advisor Opinion not to be delivered (and either the B/E Aerospace Tax Advisor Opinion or the opinion of the additional tax counsel is not delivered for any reason) or (2) B/E Aerospace fails to comply with its obligations under the covenant in the merger agreement related to certain tax matters.



•

Rockwell Collins will reimburse B/E Aerospace for reasonable and documented out-of-pocket costs and expenses incurred by B/E Aerospace, including all fees and expenses of advisors incurred by B/E Aerospace in connection with the merger agreement and the transactions contemplated by the merger agreement, in an amount not to exceed $56 million:



•

if the merger agreement is terminated by either Rockwell Collins or B/E Aerospace due to failure of Rockwell Collins to obtain the Rockwell Collins Stockholder Approval.

        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 149 and "The Merger

Agreement—Effect of Termination—Termination Fees and Expense Reimbursements" beginning on page 151.

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:

•

the Share Issuance proposal; and



•

the Rockwell Collins Adjournment proposal.

        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 164.

B/E Aerospace

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

•

the Merger proposal;



•

the Merger-Related Compensation proposal; and



•

the B/E Aerospace Adjournment proposal.

        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 171.

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

        As of the close of business on January 1, 2017, the most recent practicable date for which such information was available, directors and executive officers of Rockwell Collins and their affiliates owned and were entitled to vote 360,392 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. The number and percentage of shares of Rockwell Collins common stock owned by directors and executive officers of Rockwell Collins and their affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of January 1, 2017. 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 close of business on January 1, 2017, the most recent practicable date for which such information was available, directors and executive officers of B/E Aerospace and their affiliates owned and were entitled to vote 269,350 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. The number and percentage of shares of B/E Aerospace common stock owned by directors and executive officers of B/E Aerospace and their affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of January 1, 2017. 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 102 and page 103, respectively.