A Special Meeting of Stockholders of Rockwell Collins, Inc. (the
“Company”) was held on March 9, 2017, in Cedar Rapids, IA (the
Special Meeting). The Special Meeting was held in order to vote
upon the following proposals set forth in a definitive joint
proxy statement/prospectus and filed with the Securities and
Exchange Commission on February 3, 2017: (i) to approve the
issuance of shares of Company common stock (the Share Issuance
Proposal) to the Agreement and Plan of Merger, dated as of
October 23, 2016 (the Merger Agreement), by and among the
Company, Quarterback Merger Sub Corp., a wholly-owned subsidiary
of the Company and B/E Aerospace, Inc. and (ii) to adjourn the
Special Meeting to a later date or dates, if necessary or
appropriate, to solicit additional proxies in the event there are
not sufficient votes at the time of the Special Meeting to
approve the Share Issuance Proposal (the Adjournment Proposal).
At the Special Meeting, the Share Issuance Proposal was approved
by a majority of the outstanding shares of the Company common
stock. Sufficient votes were also received to approve the
Adjournment Proposal, but an adjournment was not necessary in
light of the approval of the Share Issuance Proposal.

As of January 18, 2017, the record date for the Special Meeting,
there were 130,799,839 shares of Company common stock issued and
outstanding and eligible to be voted at the Special Meeting.
104,728,390 shares were represented in person or by proxy at the
Special Meeting, which constituted a quorum to conduct business
at the meeting.

The items voted upon at the Special Meeting and the final voting
results for each proposal were as follows:

1. Approval of the Share Issuance Proposal:

2. Approval of the Adjournment Proposal:

No Offer or Solicitation>

This communication is 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 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

The proposed transaction involving Rockwell Collins and B/E
Aerospace was submitted to the respective stockholders of
Rockwell Collins and B/E Aerospace for their consideration. In
connection with the proposed transaction, Rockwell Collins filed
a registration statement on Form S-4 with the SEC that included a
joint proxy statement/prospectus for the stockholders of Rockwell
Collins and B/E Aerospace. The registration statement was
declared effective by the SEC on February 3, 2017, and a
definitive joint proxy statement/prospectus was filed with the
SEC on February 3, 2017. Each of Rockwell Collins and B/E
Aerospace mailed the definitive joint proxy statement/prospectus
to their respective stockholders and, may file other documents
regarding the transaction with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS OR
SUPPLEMENTS TO THE DEFINITIVE 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 CONTAIN IMPORTANT INFORMATION. Investors and
security holders are able to obtain free copies of the definitive
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 are also 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 are also able to
obtain free copies of the documents filed by B/E Aerospace with
the SEC on B/E Aerospaces internet website at
http://www.beaerospace.com or by contacting B/E Aerospaces
Investor Relations at B/E Aerospace, Inc., 1400 Corporate Center
Way, Wellington, FL or by calling (561) 791-5000.

Safe Harbor Statement

This document 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 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; 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.