10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended July 31, 2014
	OR
¨	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______ to _______

Commission File Number: 1-4604

HEICO CORPORATION

(Exact name of registrant as specified in its charter)

Florida	65-0341002
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3000 Taft Street, Hollywood, Florida	33021
(Address of principal executive offices)	(Zip Code)

(954) 987-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of each of the registrant’s classes of common stock as of August 26, 2014 is as follows:

Common Stock, $.01 par value	26,837,839	shares
Class A Common Stock, $.01 par value	39,683,381	shares

HEICO CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

			Page
Part I.	Financial Information
	Item 1.	Financial Statements:
		Condensed Consolidated Balance Sheets (unaudited) as of July 31, 2014 and October 31, 2013	2
		Condensed Consolidated Statements of Operations (unaudited) for the nine and three months ended July 31, 2014 and 2013	3
		Condensed Consolidated Statements of Comprehensive Income (unaudited) for the nine and three months ended July 31, 2014 and 2013	4
		Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the nine months ended July 31, 2014 and 2013	5
		Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended July 31, 2014 and 2013	6
		Notes to Condensed Consolidated Financial Statements (unaudited)	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
	Item 4.	Controls and Procedures	33
Part II.	Other Information
	Item 6.	Exhibits	34
Signatures			35

1

PART I. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except per share data)

	July 31, 2014			October 31, 2013
ASSETS
Current assets:
Cash and cash equivalents		$20,944			$15,499
Accounts receivable, net	149,160			157,022
Inventories, net	221,129			218,893
Prepaid expenses and other current assets	9,905			17,022
Deferred income taxes	32,148			33,036
Total current assets	433,286			441,472
Property, plant and equipment, net	95,130			97,737
Goodwill	689,323			688,489
Intangible assets, net	214,179			241,558
Deferred income taxes	1,357			1,791
Other assets	73,848			61,968
Total assets		$1,507,123			$1,533,015
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt		$466			$697
Trade accounts payable	48,680			54,855
Accrued expenses and other current liabilities	86,067			105,734
Income taxes payable	494			—
Total current liabilities	135,707			161,286
Long-term debt, net of current maturities	385,867			376,818
Deferred income taxes	115,527			128,482
Other long-term liabilities	86,623			83,976
Total liabilities	723,724			750,562
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests (Note 3)	38,105			59,218
Shareholders’ equity:
Preferred Stock, $.01 par value per share; 10,000 shares authorized; 300 shares designated as Series B Junior Participating Preferred Stock and 300 shares designated as Series C Junior Participating Preferred Stock; none issued	—			—
Common Stock, $.01 par value per share; 75,000 shares authorized; 26,829 and 26,790 shares issued and outstanding	268			268
Class A Common Stock, $.01 par value per share; 75,000 shares authorized; 39,674 and 39,586 shares issued and outstanding	397			396
Capital in excess of par value	266,029			255,889
Deferred compensation obligation	1,138			1,138
HEICO stock held by irrevocable trust	(1,138		)	(1,138		)
Accumulated other comprehensive (loss) income	(2,571		)	144
Retained earnings	408,148			349,649
Total HEICO shareholders’ equity	672,271			606,346
Noncontrolling interests	73,023			116,889
Total shareholders’ equity	745,294			723,235
Total liabilities and equity		$1,507,123			$1,533,015

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED

(in thousands, except per share data)

	Nine months ended July 31,						Three months ended July 31,
	2014			2013			2014			2013
Net sales		$840,088			$721,331			$291,030			$267,133
Operating costs and expenses:
Cost of sales	544,722			456,754			187,703			169,593
Selling, general and administrative expenses	145,697			136,544			53,214			49,134
Total operating costs and expenses	690,419			593,298			240,917			218,727
Operating income	149,669			128,033			50,113			48,406
Interest expense	(4,166		)	(2,540		)	(1,444		)	(1,097		)
Other income	591			505			83			59
Income before income taxes and noncontrolling interests	146,094			125,998			48,752			47,368
Income tax expense	43,400			37,200			11,400			12,600
Net income from consolidated operations	102,694			88,798			37,352			34,768
Less: Net income attributable to noncontrolling interests	13,506			16,193			3,986			5,821
Net income attributable to HEICO		$89,188			$72,605			$33,366			$28,947
Net income per share attributable to HEICO shareholders:
Basic		$1.34			$1.10			$.50			$.44
Diluted		$1.32			$1.09			$.49			$.43
Weighted average number of common shares outstanding:
Basic	66,442			66,275			66,497			66,342
Diluted	67,427			66,895			67,474			67,015
Cash dividends per share		$.470			$1.816			$.060			$.056

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME – UNAUDITED

(in thousands)

	Nine months ended July 31,					Three months ended July 31,
	2014			2013		2014			2013
Net income from consolidated operations		$102,694			$88,798		$37,352			$34,768
Other comprehensive (loss) income:
Foreign currency translation adjustments	(2,715		)	842		(2,064		)	598
Total other comprehensive (loss) income	(2,715		)	842		(2,064		)	598
Comprehensive income from consolidated operations	99,979			89,640		35,288			35,366
Less: Comprehensive income attributable to noncontrolling interests	13,506			16,193		3,986			5,821
Comprehensive income attributable to HEICO		$86,473			$73,447		$31,302			$29,545

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED

(in thousands, except per share data)

				HEICO Shareholders' Equity
	Redeemable Noncontrolling Interests			Common Stock		Class A Common Stock		Capital in Excess of Par Value			Deferred Compensation Obligation		HEICO Stock Held by Irrevocable Trust			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests			Total Shareholders' Equity
Balances as of October 31, 2013		$59,218			$268		$396		$255,889			$1,138		($1,138	)		$144			$349,649			$116,889			$723,235
Comprehensive income (loss)	4,180			—		—		—			—		—			(2,715		)	89,188			9,326			95,799
Cash dividends ($.47 per share)	—			—		—		—			—		—			—			(31,215		)	—			(31,215		)
Issuance of common stock to HEICO Savings and Investment Plan	—			—		—		3,849			—		—			—			—			—			3,849
Share-based compensation expense	—			—		1		5,873			—		—			—			—			—			5,874
Proceeds from stock option exercises	—			—		—		594			—		—			—			—			—			594
Tax benefit from stock option exercises	—			—		—		93			—		—			—			—			—			93
Redemptions of common stock related to share-based compensation	—			—		—		(273		)	—		—			—			—			—			(273		)
Distributions to noncontrolling interests	(4,141		)	—		—		—			—		—			—			—			(72,576		)	(72,576		)
Acquisitions of noncontrolling interests	(1,243		)	—		—		—			—		—			—			—			—			—
Reclassification of redeemable noncontrolling interests to noncontrolling interests	(19,383		)	—		—		—			—		—			—			—			19,383			19,383
Adjustments to redemption amount of redeemable noncontrolling interests	(526		)	—		—		—			—		—			—			526			—			526
Other	—			—		—		4			—		—			—			—			1			5
Balances as of July 31, 2014		$38,105			$268		$397		$266,029			$1,138		($1,138	)		($2,571	)		$408,148			$73,023			$745,294

				HEICO Shareholders' Equity
	Redeemable Noncontrolling Interests			Common Stock		Class A Common Stock		Capital in Excess of Par Value			Deferred Compensation Obligation		HEICO Stock Held by Irrevocable Trust			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interests		Total Shareholders' Equity
Balances as of October 31, 2012		$67,166			$213		$315		$244,632			$823		($823	)		($3,572	)		$375,085			$103,086		$719,759
Comprehensive income	6,127			—		—		—			—		—			842			72,605			10,066		83,513
Cash dividends ($1.816 per share)	—			—		—		—			—		—			—			(120,361		)	—		(120,361		)
Issuance of common stock to HEICO Savings and Investment Plan	—			—		—		2,625			—		—			—			—			—		2,625
Share-based compensation expense	—			—		—		3,455			—		—			—			—			—		3,455
Proceeds from stock option exercises	—			1		1		344			—		—			—			—			—		346
Tax benefit from stock option exercises	—			—		—		5,180			—		—			—			—			—		5,180
Redemptions of common stock related to share-based compensation	—			—		—		(2,364		)	—		—			—			—			—		(2,364		)
Distributions to noncontrolling interests	(5,968		)	—		—		—			—		—			—			—			—		—
Acquisitions of noncontrolling interests	(16,610		)	—		—		—			—		—			—			—			—		—
Adjustments to redemption amount of redeemable noncontrolling interests	1,327			—		—		—			—		—			—			(1,327		)	—		(1,327		)
Deferred compensation obligation	—			—		—		—			105		(105		)	—			—			—		—
Other	402			—		1		—			—		—			3			(2		)	24		26
Balances as of July 31, 2013		$52,444			$214		$317		$253,872			$928		($928	)		($2,727	)		$326,000			$113,176		$690,852

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

	Nine months ended July 31,
	2014			2013
Operating Activities:
Net income from consolidated operations		$102,694			$88,798
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities:
Depreciation and amortization	36,270			25,900
Impairment of intangible assets	9,200			—
Share-based compensation expense	5,874			3,455
Issuance of common stock to HEICO Savings and Investment Plan	3,849			2,625
Tax benefit from stock option exercises	93			5,180
Excess tax benefit from stock option exercises	(93		)	(5,115		)
Deferred income tax benefit	(11,549		)	(2,393		)
Decrease in accrued contingent consideration	(19,516		)	(1,195		)
Changes in operating assets and liabilities, net of acquisitions:
Decrease (increase) in accounts receivable	7,909			(8,375		)
Increase in inventories	(2,289		)	(15,623		)
Decrease (increase) in prepaid expenses and other current assets	7,048			(2,472		)
(Decrease) increase in trade accounts payable	(6,129		)	1,044
(Decrease) increase in accrued expenses and other current liabilities	(12,456		)	2,671
Increase (decrease) in income taxes payable	420			(2,753		)
Other long-term assets and liabilities, net	5,908			545
Net cash provided by operating activities	127,233			92,292
Investing Activities:
Capital expenditures	(12,261		)	(13,496		)
Acquisitions, net of cash acquired	(8,737		)	(134,414		)
Other	(30		)	4
Net cash used in investing activities	(21,028		)	(147,906		)
Financing Activities:
Borrowings on revolving credit facility	112,000			287,000
Payments on revolving credit facility	(102,000		)	(99,000		)
Distributions to noncontrolling interests	(76,717		)	(5,968		)
Cash dividends paid	(31,215		)	(120,361		)
Acquisitions of noncontrolling interests	(1,243		)	(16,610		)
Revolving credit facility issuance costs	(767		)	(570		)
Redemptions of common stock related to share-based compensation	(273		)	(2,364		)
Payment of contingent consideration	—			(601		)
Excess tax benefit from stock option exercises	93			5,115
Proceeds from stock option exercises	594			346
Other	(1,082		)	(96		)
Net cash (used in) provided by financing activities	(100,610		)	46,891
Effect of exchange rate changes on cash	(150		)	43
Net increase (decrease) in cash and cash equivalents	5,445			(8,680		)
Cash and cash equivalents at beginning of year	15,499			21,451
Cash and cash equivalents at end of period		$20,944			$12,771

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

HEICO CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of HEICO Corporation and its subsidiaries (collectively, “HEICO,” or the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Therefore, the condensed consolidated financial statements do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2013. The October 31, 2013 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income, statements of shareholders' equity and statements of cash flows for such interim periods presented. The results of operations for the nine months ended July 31, 2014 are not necessarily indicative of the results which may be expected for the entire fiscal year.

StockSplit

All applicable fiscal 2013 share and per share information has been adjusted retrospectively to reflect a 5-for-4 stock split effected in October 2013.

New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires disclosure about changes in and amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The Company adopted ASU 2013-02 in the first quarter of fiscal 2014, resulting in only expanded disclosure regarding the changes in accumulated other comprehensive income and no impact on the Company's consolidated results of operations, financial position or cash flows.

7

In March 2013, the FASB issued ASU 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” which clarifies the applicable guidance for the release of any cumulative translation adjustments into net earnings. ASU 2013-05 specifies that the entire amount of cumulative translation adjustments should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the investment in the foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2013, or in fiscal 2015 for HEICO. Early adoption is permitted. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides a comprehensive new revenue recognition model that will supersede nearly all existing revenue recognition guidance. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2016, or in fiscal 2018 for HEICO. Early adoption is not permitted. ASU 2014-09 shall be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating which transition method it will elect and the effect the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.

2.    ACQUISITION

In June 2014, the Company, through a subsidiary of its HEICO Flight Support Corp. subsidiary, acquired certain assets and liabilities of Quest Aviation Supply, Inc. (“Quest Aviation”). Quest Aviation is a niche supplier of parts to repair thrust reversers on various aircraft engines. The purchase price of this acquisition was paid in cash, principally using proceeds from the Company's revolving credit facility.

The total consideration and related allocation to the tangible and identifiable intangible assets acquired and liabilities assumed for the acquisition of Quest Aviation is not material or significant to the Company’s condensed consolidated financial statements. The operating results of Quest Aviation were included in the Company’s results of operations from the effective acquisition date. The amount of net sales and earnings of Quest Aviation included in the Condensed Consolidated Statement of Operations is not material. Had the Quest Aviation acquisition been consummated as of November 1, 2012, net sales, net income from consolidated operations, net income attributable to HEICO, and basic and diluted net income per share

8

attributable to HEICO shareholders on a pro forma basis for the nine and three months ended July 31, 2014 and 2013 would not have been materially different than the reported amounts.

3.     SELECTED FINANCIAL STATEMENT INFORMATION

Accounts Receivable

(in thousands)	July 31, 2014			October 31, 2013
Accounts receivable		$151,504			$160,118
Less: Allowance for doubtful accounts	(2,344		)	(3,096		)
Accounts receivable, net		$149,160			$157,022

Costs and Estimated Earnings on Uncompleted Percentage-of-Completion Contracts

(in thousands)	July 31, 2014			October 31, 2013
Costs incurred on uncompleted contracts		$28,198			$22,548
Estimated earnings	14,605			25,391
	42,803			47,939
Less: Billings to date	(37,305		)	(40,676		)
		$5,498			$7,263
Included in the accompanying Condensed Consolidated Balance Sheets under the following captions:
Accounts receivable, net (costs and estimated earnings in excess of billings)		$7,469			$9,540
Accrued expenses and other current liabilities (billings in excess of costs and estimated earnings)	(1,971		)	(2,277		)
		$5,498			$7,263

Changes in estimates pertaining to percentage-of-completion contracts did not have a material effect on net income from consolidated operations for the nine and three months ended July 31, 2014 and 2013.

Inventories

(in thousands)	July 31, 2014		October 31, 2013
Finished products		$108,072		$103,234
Work in process	29,057		26,810
Materials, parts, assemblies and supplies	80,135		79,863
Contracts in process	3,865		9,941
Less: Billings to date	—		(955		)
Inventories, net of valuation reserves		$221,129		$218,893

9

Contracts in process represents accumulated capitalized costs associated with fixed price contracts for which revenue is recognized on the completed-contract method. Related progress billings and customer advances (“billings to date”) are classified as a reduction to contracts in process, if any, and any excess is included in accrued expenses and other current liabilities.

Property, Plant and Equipment

(in thousands)	July 31, 2014			October 31, 2013
Land		$4,510			$4,515
Buildings and improvements	60,547			60,105
Machinery, equipment and tooling	140,659			131,855
Construction in progress	5,843			4,932
	211,559			201,407
Less: Accumulated depreciation and amortization	(116,429		)	(103,670		)
Property, plant and equipment, net		$95,130			$97,737

Accrued Customer Rebates and Credits

The aggregate amount of accrued customer rebates and credits included within accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets was $8.8 million and $14.8 million as of July 31, 2014 and October 31, 2013, respectively. The total customer rebates and credits deducted within net sales for the nine months ended July 31, 2014 and 2013 was $5.3 million and $6.0 million, respectively. The total customer rebates and credits deducted within net sales for the three months ended July 31, 2014 and 2013 was $1.9 million and $2.5 million, respectively. The decrease in the amount of accrued customer rebates and credits since October 31, 2013 principally reflects the payments made in the second quarter of fiscal 2014.

Employee Retirement Plan

In connection with an acquisition during the third quarter of fiscal 2013, the Company assumed a frozen qualified defined benefit pension plan. The components of net pension income for the nine and three months ended July 31, 2014 and 2013 that were recorded within the Company's Condensed Consolidated Statements of Operations are as follows (in thousands):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
Expected return on plan assets		$555		$128		$185		$128
Interest cost	459		95		153		95
Net pension income		$96		$33		$32		$33

10

Research and Development Expenses

The amount of new product research and development expenses (R&D expenses) included in costs of sales for the nine and three months ended July 31, 2014 and 2013 is as follows (in thousands):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
R&D expenses		$28,278		$23,547		$9,862		$8,550

Redeemable Noncontrolling Interests

The holders of equity interests in certain of the Company's subsidiaries have put rights that may be exercised on varying dates causing the Company to give cash consideration to purchase their equity interests based on fair value or a formula that management intended to reasonably approximate fair value based solely on a multiple of future earnings over a measurement period. Management's estimate of the aggregate redemption amount of all put rights that the Company could be required to pay at varying dates through fiscal 2022 is as follows (in thousands):

	July 31, 2014		October 31, 2013
Redeemable at fair value		$27,969		$47,839
Redeemable based on a multiple of future earnings	10,136		11,379
Redeemable noncontrolling interests		$38,105		$59,218

The decrease in the aggregate redemption amount of put rights redeemable at fair value since the prior fiscal year end principally reflects a reclassification of the redemption amount pertaining to the equity interest in one of the Company's subsidiaries from redeemable noncontrolling interests (temporary equity) to noncontrolling interests (permanent equity) upon the expiration of the holder's put right in the second quarter of fiscal 2014.

Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income (loss) for the nine months ended July 31, 2014 are as follows (in thousands):

	Foreign Currency Translation			Pension Benefit Obligation		Accumulated Other Comprehensive Income (Loss)
Balances at October 31, 2013		($466	)		$610		$144
Unrealized loss	(2,715		)	—		(2,715		)
Balances at July 31, 2014		($3,181	)		$610		($2,571	)

11

4.     GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has two operating segments: the Flight Support Group (“FSG”) and the Electronic Technologies Group (“ETG”). Changes in the carrying amount of goodwill by operating segment for the nine months ended July 31, 2014 are as follows (in thousands):

	Segment					Consolidated Totals
	FSG		ETG
Balances as of October 31, 2013		$279,855		$408,634			$688,489
Goodwill acquired	2,552		—			2,552
Foreign currency translation adjustments	—		(1,745		)	(1,745		)
Adjustment to goodwill	—		27			27
Balances as of July 31, 2014		$282,407		$406,916			$689,323

The goodwill acquired pertains to the current year acquisition described in Note 2, Acquisition, and represents the residual value after the allocation of the total consideration to the tangible and identifiable intangible assets acquired and liabilities assumed. The Company estimates that all of the goodwill acquired in fiscal 2014 will be deductible for income tax purposes.

Identifiable intangible assets consist of the following (in thousands):

	As of July 31, 2014							As of October 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing Assets:
Customer relationships		$148,786		($51,109	)		$97,677		$156,801		($38,461	)		$118,340
Intellectual property	75,599		(16,036		)	59,563		75,095		(10,795		)	64,300
Licenses	2,900		(1,579		)	1,321		2,900		(1,381		)	1,519
Non-compete agreements	1,125		(1,125		)	—		1,132		(1,132		)	—
Patents	710		(394		)	316		642		(351		)	291
Trade names	716		(535		)	181		566		(448		)	118
	229,836		(70,778		)	159,058		237,136		(52,568		)	184,568
Non-Amortizing Assets:
Trade names	55,121		—			55,121		56,990		—			56,990
		$284,957		($70,778	)		$214,179		$294,126		($52,568	)		$241,558

The decrease in the gross carrying amount of customer relationships and non-amortizing trade names reflects impairment losses of $7.5 million and $1.7 million, respectively, recognized during the third quarter of fiscal 2014. The impairment losses were due to reductions in the future cash flows associated with such intangible assets within the ETG and were recorded as a component of selling, general and administrative expenses in the Company's Condensed Consolidated Statement of Operations.

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Amortization expense related to intangible assets for the nine months ended July 31, 2014 and 2013 was $21.1 million and $14.3 million, respectively. Amortization expense related to intangible assets for the three months ended July 31, 2014 and 2013 was $7.0 million and $5.4 million, respectively. The increase in amortization expense for the nine and three months ended July 31, 2014 compared to the nine and three months ended July 31, 2013 principally relates to the incremental amortization expense of intangible assets recognized in connection with fiscal 2013 acquisitions. Amortization expense related to intangible assets for the remainder of fiscal 2014 is estimated to be $6.6 million. Amortization expense for each of the next five fiscal years and thereafter is estimated to be $24.8 million in fiscal 2015, $23.0 million in fiscal 2016, $22.1 million in fiscal 2017, $20.2 million in fiscal 2018, $18.1 million in fiscal 2019 and $44.3 million thereafter.

5.     LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	July 31, 2014			October 31, 2013
Borrowings under revolving credit facility		$383,000			$373,000
Capital leases and notes payable	3,333			4,515
	386,333			377,515
Less: Current maturities of long-term debt	(466		)	(697		)
		$385,867			$376,818

As of July 31, 2014 and October 31, 2013, the weighted average interest rate on borrowings under the Company’s revolving credit facility was 1.4% and 1.3%, respectively. The revolving credit facility contains both financial and non-financial covenants. As of July 31, 2014, the Company was in compliance with all such covenants.

In November 2013, the Company entered into an amendment to extend the maturity date of its revolving credit facility by one year to December 2018 and to increase the aggregate principal amount to $800 million. Furthermore, the amendment includes a feature that will allow the Company to increase the aggregate principal amount by an additional $200 million to become a $1.0 billion facility through increased commitments from existing lenders or the addition of new lenders.

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6.     INCOME TAXES

As of July 31, 2014, the Company’s liability for gross unrecognized tax benefits related to uncertain tax positions was $1.0 million of which $.7 million would decrease the Company’s income tax expense and effective income tax rate if the tax benefits were recognized. A reconciliation of the activity related to the liability for gross unrecognized tax benefits for the nine months ended July 31, 2014 is as follows (in thousands):

Balance as of October 31, 2013		$1,072
Increases related to current year tax positions	81
Settlements	(22		)
Lapse of statutes of limitations	(94		)
Balance as of July 31, 2014		$1,037

There were no material changes in the liability for unrecognized tax positions resulting from tax positions taken during the current or a prior year, settlements with other taxing authorities or a lapse of applicable statutes of limitations. The accrual of interest and penalties related to the unrecognized tax benefits was not material for the nine months ended July 31, 2014. Further, the Company does not expect the total amount of unrecognized tax benefits to materially change in the next twelve months.

The Company's effective tax rate in the first nine months of fiscal 2014 increased to 29.7% from 29.5% in the first nine months of fiscal 2013. The increase is principally due to an income tax credit for qualified research and development activities for the last ten months of fiscal 2012 that was recognized in the first quarter of fiscal 2013 resulting from the retroactive extension of the U.S research and development tax credit and its subsequent expiration on December 31, 2013 that limited the tax credit recognized in fiscal 2014 to just two months. Additionally, the increase reflects a larger income tax deduction recognized in the prior year for the special and extraordinary cash dividend paid to participants of the HEICO Savings and Investment Plan ("SIP") holding HEICO common stock and the benefit in the prior year from higher tax-exempt unrealized gains in the cash surrender values of life insurance policies related to the HEICO Corporation Leadership Compensation Plan ("LCP"). These increases to the effective tax rate were partially offset by the impact of a nontaxable reduction in accrued contingent consideration during fiscal 2014 associated with a fiscal 2013 acquisition acquired by means of a stock transaction.

The Company's effective tax rate in the third quarter of fiscal 2014 decreased to 23.4% from 26.6% in the third quarter of fiscal 2013. The decrease is principally attributed to the previously mentioned reduction in accrued contingent consideration partially offset by the previously mentioned lower research and development tax credits recognized in fiscal 2014 due to expiration of the U.S. research and development tax credit, larger prior year income tax deduction for the cash dividends paid to participants of the HEICO SIP and higher tax-exempt unrealized gains in the prior year related to the LCP.

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7.     FAIR VALUE MEASUREMENTS

The Company’s assets and liabilities that were measured at fair value on a recurring basis are set forth by level within the fair value hierarchy in the following tables (in thousands):

	As of July 31, 2014
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Deferred compensation plans:
Corporate owned life insurance		$—		$61,046		$—		$61,046
Money market funds	2,774		—		—		2,774
Equity securities	2,260		—		—		2,260
Mutual funds	1,882		—		—		1,882
Other	1,261		50		—		1,311
Total assets		$8,177		$61,096		$—		$69,273
Liabilities:
Contingent consideration		$—		$—		$9,794		$9,794

	As of October 31, 2013
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Deferred compensation plans:
Corporate owned life insurance		$—		$52,655		$—		$52,655
Equity securities	1,940		—		—		1,940
Mutual funds	1,529		—		—		1,529
Money market deposit accounts	1,470		—		—		1,470
Other	—		46		—		46
Total assets		$4,939		$52,701		$—		$57,640
Liabilities:
Contingent consideration		$—		$—		$29,310		$29,310

The Company maintains two non-qualified deferred compensation plans. The assets of the HEICO Corporation Leadership Compensation Plan (the “LCP”) principally represent cash surrender values of life insurance policies, which derive their fair values from investments in mutual funds that are managed by an insurance company and are classified within Level 2 and valued using a market approach. Certain other assets of the LCP represent investments in money market funds that are classified within Level 1. The assets of the Company’s other deferred compensation plan are principally invested in equity securities, mutual funds, and money market

15

deposit accounts that are classified within Level 1. The assets of both plans are held within irrevocable trusts and classified within other assets in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $69.3 million as of July 31, 2014 and $57.6 million as of October 31, 2013, of which the LCP related assets were $63.8 million and $52.7 million as of July 31, 2014 and October 31, 2013, respectively. The related liabilities of the two deferred compensation plans are included within other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $68.5 million as of July 31, 2014 and $56.9 million as of October 31, 2013, of which the LCP related liability was $63.0 million and $51.9 million as of July 31, 2014 and October 31, 2013, respectively.

As part of the agreement to acquire a subsidiary by the ETG in fiscal 2013, the Company may have been obligated to pay contingent consideration of up to $20.0 million had the acquired entity met certain earnings objectives during the last three months of the calendar year of acquisition and may be obligated to pay contingent consideration of up to $30.0 million should the acquired entity meet certain earnings objectives during each of the next two calendar years (2014 and 2015). In December 2013, the acquired entity incurred unanticipated costs associated with certain contracts for which revenue is recognized on the percentage-of-completion method and as a result, did not meet its calendar 2013 related earnings objectives. Accordingly, the $7.0 million contingent consideration accrued as of October 31, 2013 was recorded as a reduction to selling, general and administrative expenses ("SG&A") in the Company's Condensed Consolidated Statement of Operations in the first quarter of fiscal 2014. The estimated fair value of the contingent consideration for the calendar 2014 and 2015 earnings period was $1.2 million as of July 31, 2014 compared to $13.7 million as of October 31, 2013. The aggregate $12.5 million decrease is principally attributed to revised earnings estimates that reflect less favorable projected market conditions resulting in fair value adjustments of $2.3 million and $10.2 million recorded as reductions to SG&A expenses in the second and third quarters of fiscal 2014, respectively.

As part of the agreement to acquire a subsidiary by the ETG in fiscal 2012, the Company may be obligated to pay contingent consideration of up to $10.6 million in aggregate should the acquired entity meet certain earnings objectives during each of the next three years following the second anniversary date of the acquisition. As of July 31, 2014 and October 31, 2013, the estimated fair value of the contingent consideration was $8.6 million.

The estimated fair values of the contingent consideration arrangements described above are classified within Level 3 and were determined using a probability-based scenario analysis approach. Under this method, a set of discrete potential future subsidiary earnings was determined using internal estimates based on various revenue growth rate assumptions for each scenario. A probability of likelihood was assigned to each discrete potential future earnings estimate and the resultant contingent consideration was calculated. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate reflecting the credit risk of a market participant. Changes in either the revenue growth rates, related earnings or the discount rate could result in a material change to the amount of contingent consideration accrued and such changes will be recorded in the Company's condensed consolidated statements of operations.

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The Level 3 inputs used to derive the estimated fair values of the contingent consideration as of July 31, 2014 are as follows:

	Fiscal 2013 Acquisition	Fiscal 2012 Acquisition
Compound annual revenue growth rate range	(2%) - 24%	(5%) - 18%
Weighted average discount rate	2.9%	3.0%

Changes in the Company’s contingent consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended July 31, 2014 are as follows (in thousands):

	Liabilities
Balance as of October 31, 2013		$29,310
Decrease in accrued contingent consideration	(19,516		)
Balance as of July 31, 2014		$9,794
Included in the accompanying Condensed Consolidated Balance Sheet under the following captions:
Accrued expenses and other current liabilities		$2,090
Other long-term liabilities	7,704
		$9,794

The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended July 31, 2014.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable and accrued expenses and other current liabilities approximate fair value as of July 31, 2014 due to the relatively short maturity of the respective instruments. The carrying amount of long-term debt approximates fair value due to its variable interest rates.

During the third quarter of fiscal 2014, certain customer relationships and a non-amortizing trade name within the ETG were measured at fair value on a nonrecurring basis, resulting in the recognition of impairment losses aggregating $9.2 million (see Note 4, Goodwill and Other Intangible Assets). The fair values of the Company’s nonfinancial assets and liabilities that were measured at fair value on a nonrecurring basis, which are classified within Level 3, and the related impairment losses recognized in the third quarter of fiscal 2014 are as follows (in thousands):

	Carrying Amount		Impairment Loss			Fair Value (Level 3)
Assets:
Customer relationships		$15,316		($7,500	)		$7,816
Non-amortizing trade name	9,500		(1,700		)	7,800
Impairment of intangible assets				($9,200	)

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The fair values of such customer relationships and non-amortizing trade name were determined using variations of the income approach which apply an asset-specific discount rate to a forecast of asset-specific cash flows. These methods utilize certain significant unobservable inputs categorized as Level 3. The Level 3 inputs used to derive the estimated fair values of the customer relationships and non-amortizing trade name as of July 31, 2014 are as follows:

	Customer Relationships	Non-Amortizing Trade Name
Valuation method	Excess Earnings	Relief from Royalty
Discount rate	15.0%	14.0%
Customer annual attrition rate	25.0%	N/A
Royalty rate	N/A	2.5%

8.     SHAREHOLDERS' EQUITY

In January 2014, the Company paid a special and extraordinary $.35 per share cash dividend on both classes of HEICO's common stock as well as its regular semi-annual $.06 per share cash dividend. The dividends, which aggregated $27.2 million, were principally funded from borrowings under the Company's revolving credit facility.

Consistent with the Company's past practice of increasing its ownership in certain non-wholly-owned subsidiaries, on February 18, 2014, HEICO Corporation acquired the 20% noncontrolling interest held by Lufthansa Technik AG (“LHT”) in four of the Company's existing subsidiaries principally operating in the specialty products and distribution businesses within its HEICO Aerospace Holdings Corp. ("HEICO Aerospace") subsidiary (the “Transaction”). Pursuant to the Transaction, HEICO Aerospace paid dividends proportional to the ownership (80%/20%) to HEICO and LHT, and HEICO transferred the businesses to HEICO Flight Support Corp., a wholly-owned subsidiary of HEICO. HEICO did not record any gain or loss in connection with the Transaction. LHT’s dividend of $67.4 million was paid in cash, principally using proceeds from the Company’s revolving credit facility. LHT remains a 20% owner in HEICO Aerospace, a leading producer of PMA parts and component repair and overhaul services.

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9. NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS

The computation of basic and diluted net income per share attributable to HEICO shareholders is as follows (in thousands, except per share data):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
Numerator:
Net income attributable to HEICO		$89,188		$72,605		$33,366		$28,947
Denominator:
Weighted average common shares outstanding - basic	66,442		66,275		66,497		66,342
Effect of dilutive stock options	985		620		977		673
Weighted average common shares outstanding - diluted	67,427		66,895		67,474		67,015
Net income per share attributable to HEICO shareholders:
Basic		$1.34		$1.10		$.50		$.44
Diluted		$1.32		$1.09		$.49		$.43
Anti-dilutive stock options excluded	430		826		442		799

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10. OPERATING SEGMENTS

Information on the Company’s two operating segments, the Flight Support Group ("FSG"), consisting of HEICO Aerospace and HEICO Flight Support Corp. and their collective subsidiaries; and the Electronic Technologies Group ("ETG"), consisting of HEICO Electronic Technologies Corp. and its subsidiaries, for the nine and three months ended July 31, 2014 and 2013, respectively, is as follows (in thousands):

					Other, Primarily Corporate and Intersegment			Consolidated Totals
	Segment
	FSG		ETG
Nine months ended July 31, 2014:
Net sales		$568,038		$279,298		($7,248	)		$840,088
Depreciation and amortization	14,883		20,782		605			36,270
Operating income	103,323		62,495		(16,149		)	149,669
Capital expenditures	7,339		4,364		558			12,261
Nine months ended July 31, 2013:
Net sales		$475,560		$250,179		($4,408	)		$721,331
Depreciation and amortization	9,772		15,542		586			25,900
Operating income	87,190		57,311		(16,468		)	128,033
Capital expenditures	7,733		5,498		265			13,496
Three months ended July 31, 2014:
Net sales		$191,561		$102,065		($2,596	)		$291,030
Depreciation and amortization	5,020		6,911		200			12,131
Operating income	34,234		21,455		(5,576		)	50,113
Capital expenditures	3,083		1,605		88			4,776
Three months ended July 31, 2013:
Net sales		$181,331		$87,401		($1,599	)		$267,133
Depreciation and amortization	4,069		5,226		200			9,495
Operating income	32,649		21,516		(5,759		)	48,406
Capital expenditures	2,435		1,673		123			4,231

Total assets by operating segment as of July 31, 2014 and October 31, 2013 are as follows (in thousands):

	Segment				Other, Primarily Corporate		Consolidated Totals
	FSG		ETG
Total assets as of July 31, 2014		$678,546		$721,775		$106,802		$1,507,123
Total assets as of October 31, 2013	679,839		759,807		93,369		1,533,015

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11. COMMITMENTS AND CONTINGENCIES

Guarantees

As of July 31, 2014, the Company has arranged for standby letters of credit aggregating $2.8 million, which are supported by its revolving credit facility. One letter of credit in the amount of $1.5 million is to satisfy the security requirement of the Company's insurance company for potential workers' compensation claims and the remainder pertain to performance guarantees related to customer contracts entered into by certain of the Company's subsidiaries.

Product Warranty

Changes in the Company’s product warranty liability for the nine months ended July 31, 2014 and 2013, respectively, are as follows (in thousands):

	Nine months ended July 31,
	2014			2013
Balances as of beginning of fiscal year		$3,233			$2,571
Accruals for warranties	2,075			795
Acquired warranty liabilities	—			526
Warranty claims settled	(1,429		)	(866		)
Balances as of July 31		$3,879			$3,026

Litigation

The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates if different assumptions were used or different events ultimately transpire.

Our critical accounting policies, which require management to make judgments about matters that are inherently uncertain, are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended October 31, 2013. There have been no material changes to our critical accounting policies during the nine months ended July 31, 2014.

Our business is comprised of two operating segments: the Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. (“HEICO Aerospace”) and HEICO Flight Support Corp. and their collective subsidiaries, and the Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. (“HEICO Electronic”) and its subsidiaries.

Our results of operations for the nine and three months ended July 31, 2014 have been affected by the fiscal 2014 acquisition of certain noncontrolling interests as further detailed in Note 8, Shareholders' Equity, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report and by the fiscal 2013 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to the Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended October 31, 2013.

All fiscal 2013 per share information has been adjusted retrospectively to reflect a 5-for-4 stock split effected in October 2013.

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Results of Operations

The following table sets forth the results of our operations, net sales and operating income by segment and the percentage of net sales represented by the respective items in our Condensed Consolidated Statements of Operations (in thousands):

	Nine months ended July 31,						Three months ended July 31,
	2014			2013			2014			2013
Net sales		$840,088			$721,331			$291,030			$267,133
Cost of sales	544,722			456,754			187,703			169,593
Selling, general and administrative expenses	145,697			136,544			53,214			49,134
Total operating costs and expenses	690,419			593,298			240,917			218,727
Operating income		$149,669			$128,033			$50,113			$48,406
Net sales by segment:
Flight Support Group		$568,038			$475,560			$191,561			$181,331
Electronic Technologies Group	279,298			250,179			102,065			87,401
Intersegment sales	(7,248		)	(4,408		)	(2,596		)	(1,599		)
		$840,088			$721,331			$291,030			$267,133
Operating income by segment:
Flight Support Group		$103,323			$87,190			$34,234			$32,649
Electronic Technologies Group	62,495			57,311			21,455			21,516
Other, primarily corporate	(16,149		)	(16,468		)	(5,576		)	(5,759		)
		$149,669			$128,033			$50,113			$48,406
Net sales	100.0		%	100.0		%	100.0		%	100.0		%
Gross profit	35.2		%	36.7		%	35.5		%	36.5		%
Selling, general and administrative expenses	17.3		%	18.9		%	18.3		%	18.4		%
Operating income	17.8		%	17.7		%	17.2		%	18.1		%
Interest expense	.5		%	.4		%	.5		%	.4		%
Other income	.1		%	.1		%	—		%	—		%
Income tax expense	5.2		%	5.2		%	3.9		%	4.7		%
Net income attributable to noncontrolling interests	1.6		%	2.2		%	1.4		%	2.2		%
Net income attributable to HEICO	10.6		%	10.1		%	11.5		%	10.8		%

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Comparison of First Nine Months of Fiscal 2014 to First Nine Months of Fiscal 2013

Net Sales

Our net sales in the first nine months of fiscal 2014 increased by 16% to a record $840.1 million, as compared to net sales of $721.3 million in the first nine months of fiscal 2013. The increase in net sales principally reflects an increase of $92.5 million (a 19% increase) to a record $568.0 million in net sales within the FSG as well as an increase of $29.1 million (a 12% increase) to a record $279.3 million in net sales within the ETG. The net sales increase in the FSG reflects organic growth of approximately 12% as well as additional net sales of $37.7 million from a fiscal 2013 acquisition. The organic growth in the FSG reflects new product offerings and favorable market conditions resulting in net sales increases of $48.3 million within our aftermarket replacement parts and repair and overhaul services product lines and $6.4 million within our specialty products lines. The net sales increase in the ETG resulted from additional net sales of $19.0 million from a fiscal 2013 acquisition as well as organic growth of approximately 4%. The organic growth in the ETG principally reflects an increase in demand for certain defense, industrial and electronics, and aerospace products resulting in a $4.1 million, $2.6 million and $1.9 million increase in net sales, respectively. Sales price changes were not a significant contributing factor to the FSG and ETG net sales growth in the first nine months of fiscal 2014.

Gross Profit and Operating Expenses

Our consolidated gross profit margin decreased to 35.2% in the first nine months of fiscal 2014 as compared to 36.7% in the first nine months of fiscal 2013, principally reflecting a decrease of 4.2% in the ETG's gross profit margin. The decrease in the ETG's gross profit margin is principally attributed to a less favorable product mix for certain of our space and defense products. Total new product research and development expenses included within our consolidated cost of sales increased to $28.3 million in the first nine months of fiscal 2014 compared to $23.5 million in the first nine months of fiscal 2013.

Selling, general and administrative (“SG&A”) expenses were $145.7 million and $136.5 million in the first nine months of fiscal 2014 and 2013, respectively.  The increase in SG&A expenses is principally attributable to additional costs to support the higher net sales volumes.  During the first nine months of fiscal 2014, SG&A expenses were reduced by $10.3 million from the net impact of a $19.5 million decrease in the estimated fair value of accrued contingent consideration associated with a fiscal 2013 acquisition that was partially offset by $9.2 million of impairment losses related to the write-down of certain intangible assets associated with the acquired business to their estimated fair values.  The impairment losses and adjustments to the contingent consideration obligation were principally due to less favorable projected market conditions.

SG&A expenses as a percentage of net sales decreased from 18.9% in the first nine months of fiscal 2013 to 17.3% in the first nine months of fiscal 2014 principally reflecting the previously mentioned net impact of fair value adjustments to contingent consideration and

24

impairment losses related to the write-down of certain intangible assets to their estimated fair values.

Operating Income

Operating income in the first nine months of fiscal 2014 increased by 17% to a record $149.7 million as compared to operating income of $128.0 million in the first nine months of fiscal 2013. The increase in operating income reflects a $16.1 million increase (a 19% increase) to a record $103.3 million in operating income of the FSG in the first nine months of fiscal 2014, up from $87.2 million in the first nine months of fiscal 2013 and a $5.2 million increase (a 9% increase) in operating income of the ETG to a record $62.5 million in the first nine months of fiscal 2014, up from $57.3 million in the first nine months of fiscal 2013. The increase in operating income of the FSG is principally attributed to the previously mentioned net sales growth. The increase in operating income of the ETG principally reflects the net impact of the previously mentioned reduction in contingent consideration and increased net sales partially offset by the less favorable product mix and impairment loss.

Our consolidated operating income as a percentage of net sales increased to 17.8% in the first nine months of fiscal 2014 from 17.7% in the first nine months of fiscal 2013.

Interest Expense

Interest expense increased to $4.2 million in the first nine months of fiscal 2014 from $2.5 million in the first nine months of fiscal 2013. The increase was principally due to a higher weighted average balance outstanding under our revolving credit facility in the first nine months of fiscal 2014 associated with fiscal 2013 acquisitions.

Other Income

Other income in the first nine months of fiscal 2014 and 2013 was not material.

Income Tax Expense

Our effective tax rate in the first nine months of fiscal 2014 increased to 29.7% from 29.5% in the first nine months of fiscal 2013. The increase is principally due to an income tax credit for qualified research and development activities for the last ten months of fiscal 2012 that was recognized in the first quarter of fiscal 2013 resulting from the retroactive extension of the U.S. research and development tax credit and its subsequent expiration on December 31, 2013 that limited the tax credit recognized in fiscal 2014 to just two months. Additionally, the increase reflects a larger income tax deduction recognized in the prior year for the special and extraordinary cash dividend paid to participants of the HEICO Savings and Investment Plan ("SIP") holding HEICO common stock and the benefit in the prior year from higher tax-exempt unrealized gains in the cash surrender value of life insurance policies related to the HEICO Corporation Leadership Compensation Plan ("LCP"). These increases to the effective tax rate were partially offset by the impact of a nontaxable reduction in accrued contingent consideration

25

during fiscal 2014 associated with a fiscal 2013 acquisition acquired by means of a stock transaction.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $13.5 million in the first nine months of fiscal 2014 compared to $16.2 million in the first nine months of fiscal 2013. The decrease principally reflects purchases of certain noncontrolling interests during fiscal 2014 resulting in lower allocations of net income to noncontrolling interests.

Net Income Attributable to HEICO

Net income attributable to HEICO increased to a record $89.2 million, or $1.32 per diluted share, in the first nine months of fiscal 2014 from $72.6 million, or $1.09 per diluted share, in the first nine months of fiscal 2013, principally reflecting the previously mentioned increased operating income.

Comparison of Third Quarter of Fiscal 2014 to Third Quarter of Fiscal 2013

Net Sales

Our net sales in the third quarter of fiscal 2014 increased by 9% to a record $291.0 million, as compared to net sales of $267.1 million in the third quarter of fiscal 2013. The increase in net sales principally reflects an increase of $14.7 million (a 17% increase) to a record $102.1 million in net sales within the ETG as well as an increase of $10.2 million (a 6% increase) to $191.6 million in net sales within the FSG. The net sales increase in the ETG resulted from organic growth of approximately 9% as well as additional net sales of $6.8 million from a fiscal 2013 acquisition. The organic growth in the ETG principally reflects an increase in demand for certain defense, space, and industrial and electronics products resulting in a $4.7 million, $1.4 million and $1.1 million increase in net sales, respectively. The net sales increase in the FSG resulted from additional net sales of $6.5 million from a fiscal 2013 acquisition as well as organic growth of approximately 2%. The organic growth in the FSG principally reflects new product offerings and favorable market conditions resulting in a net sales increase of $3.3 million within our aftermarket replacement parts and repair and overhaul services product lines partially offset by a reduction in net sales from defense and other industrial product offerings within our specialty products lines. Sales price changes were not a significant contributing factor to the ETG and FSG net sales growth in the third quarter of fiscal 2014.

26

Gross Profit and Operating Expenses

Our consolidated gross profit margin decreased to 35.5% in the third quarter of fiscal 2014 as compared to 36.5% in the third quarter of fiscal 2013, principally reflecting a decrease of 5.8% in the ETG's gross profit margin partially offset by a .9% increase in the FSG's gross profit margin. The decrease in the ETG's gross profit margin is principally attributed to a less favorable product mix for certain of our space and defense products. The increase in the FSG's gross profit margin mainly reflects the previously mentioned net sales growth within our aftermarket replacement parts and repair and overhaul services product lines partially offset by a less favorable product mix within our specialty product lines. Total new product research and development expenses included within our consolidated cost of sales increased to $9.9 million in the third quarter of fiscal 2014 compared to $8.5 million in the third quarter of fiscal 2013.

SG&A expenses were $53.2 million and $49.1 million in the third quarter of fiscal 2014 and 2013, respectively. The increase in SG&A expenses is principally attributed to additional costs to support the higher net sales volumes. During the third quarter of fiscal 2014, SG&A expenses were reduced by $1.0 million from the net impact of a $10.2 million decrease in the estimated fair value of accrued contingent consideration associated with a fiscal 2013 acquisition that was partially offset by $9.2 million of impairment losses related to the write-down of certain intangible assets associated with the acquired business to their estimated fair values.  The impairment losses and adjustments to the contingent consideration obligation were principally due to less favorable projected market conditions.

SG&A expenses as a percentage of net sales decreased from 18.4% in the third quarter of fiscal 2013 to 18.3% in the third quarter of fiscal 2014.

Operating Income

Operating income in the third quarter of fiscal 2014 increased by 4% to $50.1 million as compared to operating income of $48.4 million in the third quarter of fiscal 2013. The increase in operating income principally reflects a $1.6 million increase (a 5% increase) to $34.2 million in operating income of the FSG in the third quarter of fiscal 2014, up from $32.6 million in the third quarter of fiscal 2013. The increase in operating income of the FSG reflects the previously mentioned net sales growth.

    As a percentage of net sales, our consolidated operating income decreased to 17.2% in the third quarter of fiscal 2014 from 18.1% in the third quarter of fiscal 2013. The decrease in consolidated operating income as a percentage of net sales principally reflects a reduction in the ETG’s operating income as a percentage of net sales from 24.6% in the third quarter of fiscal 2013 to 21.0% in the third quarter of fiscal 2014. The decrease in operating income as a percentage of net sales for the ETG is attributed to the previously mentioned less favorable product mix including the impact of the acquired business.

27

Interest Expense

Interest expense increased to $1.4 million in the third quarter of fiscal 2014 from $1.1 million in the third quarter of fiscal 2013. The increase was principally due to a higher weighted average balance outstanding under our revolving credit facility in the third quarter of fiscal 2014 associated with fiscal 2013 acquisitions and the acquisition of certain noncontrolling interests during the second quarter of fiscal 2014.

Other Income

Other income in the third quarter of fiscal 2014 and 2013 was not material.

Income Tax Expense

Our effective tax rate in the third quarter of fiscal 2014 decreased to 23.4% from 26.6% in the third quarter of fiscal 2013. The decrease is principally attributed to the impact of a nontaxable reduction in accrued contingent consideration during fiscal 2014 associated with a fiscal 2013 acquisition acquired by means of a stock transaction. The decrease in the effective tax rate was partially offset by lower research and development tax credits recognized in fiscal 2014 due to the previously mentioned expiration of the U.S. research and development tax credit, the larger income tax deduction recognized in the prior year for the special and extraordinary cash dividend paid to participants of the HEICO SIP holding HEICO common stock, and the benefit in the prior year from higher tax-exempt unrealized gains in the cash surrender values of life insurance policies related to the HEICO LCP.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $4.0 million in the third quarter of fiscal 2014 compared to $5.8 million in the third quarter of fiscal 2013. The decrease principally reflects the purchase of certain noncontrolling interests during the second quarter of fiscal 2014 resulting in lower allocations of net income to noncontrolling interests.

Net Income Attributable to HEICO

Net income attributable to HEICO increased to a record $33.4 million, or $.49 per diluted share, in the third quarter of fiscal 2014 from $28.9 million, or $.43 per diluted share, in the third quarter of fiscal 2013, principally reflecting the previously mentioned increased operating income, lower allocation of net income to noncontrolling interests and the lower effective tax rate.

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Outlook

As we look ahead to the remainder of fiscal 2014, we continue to anticipate growth within the FSG's aftermarket replacement parts and repair and overhaul services product lines partially offset by declines in demand for certain products within our specialty products lines. Furthermore, we anticipate softer demand in the fourth quarter of fiscal 2014 pertaining to the ETG's defense products partially offset by a net increase in demand within the other markets served by the ETG. During the remainder of fiscal 2014, we plan to remain focused on new product development, further market penetration, executing our acquisition strategies and maintaining our financial strength. Based on our current economic visibility, we continue to estimate consolidated fiscal 2014 year-over-year growth in net sales of 12% - 14%, but are increasing our estimated consolidated fiscal 2014 year-over-year growth in net income to 14% - 16%, up from our prior growth estimates of 12% - 14%.

Liquidity and Capital Resources

Our principal uses of cash include acquisitions, distributions to noncontrolling interests, cash dividends, capital expenditures and working capital needs. Capital expenditures in fiscal 2014 are anticipated to approximate $20 million, down from our previous estimate of $25 million. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility.

In November 2013, we entered into an amendment to extend the maturity date of our revolving credit facility by one year to December 2018 and to increase the aggregate principal amount to $800 million. Furthermore, the amendment includes a feature that will allow us to increase the aggregate principal amount by an additional $200 million to become a $1.0 billion facility through increased commitments from existing lenders or the addition of new lenders. In February 2014, we paid a cash dividend of $67.4 million to Lufthansa Technik AG ("LHT") as part of a transaction in which we acquired certain noncontrolling interests held by LHT in four of our existing subsidiaries. Additionally, in January 2014, we paid a special and extraordinary cash dividend of $.35 per share on both classes of our common stock as well as our regular semi-annual $.06 per share cash dividend, which aggregated $27.2 million. The dividends were principally funded from borrowings under our revolving credit facility.

The revolving credit facility contains both financial and non-financial covenants. As of July 31, 2014, we were in compliance with all such covenants. As of July 31, 2014, our net debt to shareholders’ equity ratio was 49.0%, with net debt (total debt less cash and cash equivalents) of $365.4 million.

Based on our current outlook, we believe that our net cash provided by operating activities and available borrowings under our revolving credit facility will be sufficient to fund cash requirements for at least the next twelve months.

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Operating Activities

Net cash provided by operating activities was $127.2 million in the first nine months of fiscal 2014 and consisted primarily of net income from consolidated operations of $102.7 million, depreciation and amortization of $36.3 million (a non-cash item) and impairment of intangible assets totaling $9.2 million (a non-cash item), partially offset by $19.5 million of non-cash fair value adjustments to contingent consideration obligations associated with prior year acquisitions. Net cash provided by operating activities increased by $34.9 million in the first nine months of fiscal 2014 from $92.3 million in the first nine months of fiscal 2013. The increase in net cash provided by operating activities in fiscal 2014 is principally due to a $20.0 million decrease in working capital and increases of $13.9 million, $10.4 million and $9.2 million in net income from consolidated operations, depreciation and amortization, and impairment of intangible assets, respectively, partially offset by an $18.3 million increase in non-cash fair value adjustments associated with contingent consideration obligations on prior year acquisitions.

Investing Activities

Net cash used in investing activities totaled $21.0 million in the first nine months of fiscal 2014 and related primarily to capital expenditures of $12.3 million and acquisitions of $8.7 million. Further details regarding acquisitions may be found in Note 2, Acquisition, of the Notes to Condensed Consolidated Financial Statements.

Financing Activities

Net cash used in financing activities in the first nine months of fiscal 2014 totaled $100.6 million and related primarily to distributions to noncontrolling interests of $76.7 million and cash dividends paid on our common stock of $31.2 million, partially offset by net borrowings on our revolving credit facility of $10.0 million.

Contractual Obligations

There have not been any material changes to the amounts presented in the table of contractual obligations that was included in our Annual Report on Form 10-K for the year ended October 31, 2013.

Off-Balance Sheet Arrangements

Guarantees

As of July 31, 2014, we have arranged for standby letters of credit aggregating $2.8 million, which are supported by our revolving credit facility. One letter of credit in the amount of $1.5 million is to satisfy the security requirement of our insurance company for potential workers' compensation claims and the remainder pertain to performance guarantees related to customer contracts entered into by certain of our subsidiaries.

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New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires disclosure about changes in and amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. We adopted ASU 2013-02 in the first quarter of fiscal 2014, resulting in only expanded disclosure regarding the changes in accumulated other comprehensive income and no impact on our consolidated results of operations, financial position or cash flows.

In March 2013, the FASB issued ASU 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” which clarifies the applicable guidance for the release of any cumulative translation adjustments into net earnings. ASU 2013-05 specifies that the entire amount of cumulative translation adjustments should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the investment in the foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2013, or in fiscal 2015 for HEICO. Early adoption is permitted. We are currently evaluating the effect, if any, the adoption of this guidance will have on our consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides a comprehensive new revenue recognition model that will supersede nearly all existing revenue recognition guidance. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2016, or in fiscal 2018 for HEICO. Early adoption is not permitted. ASU 2014-09 shall be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. We are currently evaluating which transition method we will elect and the effect the adoption of this guidance will have on our consolidated results of operations, financial position or cash flows.

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Forward-Looking Statements

Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that are not clearly historical in nature may be forward-looking and the words “anticipate,” “believe,” “expect,” “estimate” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission or in communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, concerning our operations, economic performance and financial condition are subject to risks, uncertainties and contingencies. We have based these forward-looking statements on our current expectations and projections about future events. All forward-looking statements involve risks and uncertainties, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Also, forward-looking statements are based upon management’s estimates of fair values and of future costs, using currently available information. Therefore, actual results may differ materially from those expressed or implied in those statements. Factors that could cause such differences include: lower demand for commercial air travel or airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product development or product specification costs and requirements, which could cause an increase to our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales; product development difficulties, which could increase our product development costs and delay sales; our ability to make acquisitions and achieve operating synergies from acquired businesses, customer credit risk, interest and income tax rates and economic conditions within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues; and defense budget cuts, which could reduce our defense-related revenue. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

32

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have not been any material changes in our assessment of HEICO’s sensitivity to market risk that was disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended October 31, 2013.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that HEICO’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the third quarter ended July 31, 2014 that have materially affected, or are reasonably likely to materially affect, HEICO's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 6.    EXHIBITS

Exhibit	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. *
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. *
32.1	Section 1350 Certification of Chief Executive Officer. **
32.2	Section 1350 Certification of Chief Financial Officer. **
101.INS	XBRL Instance Document. *
101.SCH	XBRL Taxonomy Extension Schema Document. *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document. *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. *

*    Filed herewith.

**    Furnished herewith.

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		HEICO CORPORATION
Date:	August 28, 2014	By:	/s/ CARLOS L. MACAU, JR.
			Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer (Principal Financial Officer)
		By:	/s/ STEVEN M. WALKER
			Steven M. Walker Chief Accounting Officer and Assistant Treasurer (Principal Accounting Officer)

35

EXHIBIT INDEX

Exhibit	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1	Section 1350 Certification of Chief Executive Officer.
32.2	Section 1350 Certification of Chief Financial Officer.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Laurans A. Mendelson, certify that:

(1)    I have reviewed this quarterly report on Form 10-Q of HEICO Corporation;

(2)    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 28, 2014	/s/ LAURANS A. MENDELSON
		Laurans A. Mendelson Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION

I, Carlos L. Macau, Jr., certify that:

(1)    I have reviewed this quarterly report on Form 10-Q of HEICO Corporation;

(2)    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 28, 2014	/s/ CARLOS L. MACAU, JR.
		Carlos L. Macau, Jr. Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report of HEICO Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurans A. Mendelson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 28, 2014	/s/ LAURANS A. MENDELSON
		Laurans A. Mendelson Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report of HEICO Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carlos L. Macau, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 28, 2014	/s/ CARLOS L. MACAU, JR.
		Carlos L. Macau, Jr. Chief Financial Officer (Principal Financial Officer)

XML

SELECTED FINANCIAL STATEMENT INFORMATION (Details Textuals) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Oct. 31, 2013
Selected Financial Statement Information (Details) [Abstract]
Accrued customer rebates and credits	$ 8.8		$ 8.8		$ 14.8
Total customer rebates and credits deducted within net sales	$ 1.9	$ 2.5	$ 5.3	$ 6.0

XML

NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Numerator:
Net income attributable to HEICO	$ 33,366	$ 28,947	$ 89,188	$ 72,605
Denominator:
Weighted average common shares outstanding - basic (in shares)	66,497	66,342	66,442	66,275
Effect of dilutive stock options (in shares)	977	673	985	620
Weighted average common shares outstanding - diluted (in shares)	67,474	67,015	67,427	66,895
Earnings Per Share, Basic	$ 0.50	$ 0.44	$ 1.34	$ 1.10
Earnings Per Share, Diluted	$ 0.49	$ 0.43	$ 1.32	$ 1.09
Anti-dilutive stock options excluded	442	799	430	826

XML

FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS, Level 3 valuation inputs (Details) (Significant Unobservable Inputs (Level 3) [Member])	9 Months Ended
	Jul. 31, 2014
FY 2013 Acquisition [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Weighted average discount rate	2.90%
FY 2013 Acquisition [Member] | Minimum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Negative Long-term Revenue Growth Rate	(2.00%)
FY 2013 Acquisition [Member] | Maximum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Compound annual revenue growth rate range	24.00%
FY12 Acquisitions [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Weighted average discount rate	3.00%
FY12 Acquisitions [Member] | Minimum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Negative Long-term Revenue Growth Rate	(5.00%)
FY12 Acquisitions [Member] | Maximum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Compound annual revenue growth rate range	18.00%

XML

OPERATING SEGMENTS, Financial Information by Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Segment Reporting, Reconciling Item For Operating Profit (Loss) and Capital Expenditure From Segment To Consolidated [Line Items]
Net sales	$ 291,030	$ 267,133	$ 840,088	$ 721,331
Depreciation and amortization	12,131	9,495	36,270	25,900
Operating income	50,113	48,406	149,669	128,033
Capital expenditures	4,776	4,231	12,261	13,496
Flight Support Group [Member]
Segment Reporting, Reconciling Item For Operating Profit (Loss) and Capital Expenditure From Segment To Consolidated [Line Items]
Net sales	191,561	181,331	568,038	475,560
Depreciation and amortization	5,020	4,069	14,883	9,772
Operating income	34,234	32,649	103,323	87,190
Capital expenditures	3,083	2,435	7,339	7,733
Electronic Technologies Group [Member]
Segment Reporting, Reconciling Item For Operating Profit (Loss) and Capital Expenditure From Segment To Consolidated [Line Items]
Net sales	102,065	87,401	279,298	250,179
Depreciation and amortization	6,911	5,226	20,782	15,542
Operating income	21,455	21,516	62,495	57,311
Capital expenditures	1,605	1,673	4,364	5,498
Other Primarily Corporate and Intersegment [Member]
Segment Reporting, Reconciling Item For Operating Profit (Loss) and Capital Expenditure From Segment To Consolidated [Line Items]
Net sales	(2,596)	(1,599)	(7,248)	(4,408)
Depreciation and amortization	200	200	605	586
Operating income	(5,576)	(5,759)	(16,149)	(16,468)
Capital expenditures	$ 88	$ 123	$ 558	$ 265

XML

INCOME TAXES (Details Textuals) (USD $)	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013	Oct. 31, 2013
Income Tax Disclosure [Abstract]
Unrecognized tax benefits on uncertain tax position	$ 1,037,000		$ 1,037,000		$ 1,072,000
Unrecognized tax benefits that would impact effective tax rate	$ 700,000		$ 700,000
Effective Income Tax Rate, Continuing Operations	23.40%	26.60%	29.70%	29.50%

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SELECTED FINANCIAL STATEMENT INFORMATION, Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Finished products	$ 108,072	$ 103,234
Work in process	29,057	26,810
Materials, parts, assemblies and supplies	80,135	79,863
Contracts in process	3,865	9,941
Less: Billings to date	0	(955)
Inventories, net of valuation reserves	$ 221,129	$ 218,893

XML

COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013
Balances as of beginning of fiscal year	$ 3,233	$ 2,571
Accruals for warranties	2,075	795
Acquired warranty liabilities	0	526
Warranty claims settled	(1,429)	(866)
Balances as of July 31	$ 3,879	$ 3,026

XML

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Jul. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The Company’s assets and liabilities that were measured at fair value on a recurring basis are set forth by level within the fair value hierarchy in the following tables (in thousands):

	As of July 31, 2014
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Deferred compensation plans:
Corporate owned life insurance		$—		$61,046		$—		$61,046
Money market funds	2,774		—		—		2,774
Equity securities	2,260		—		—		2,260
Mutual funds	1,882		—		—		1,882
Other	1,261		50		—		1,311
Total assets		$8,177		$61,096		$—		$69,273
Liabilities:
Contingent consideration		$—		$—		$9,794		$9,794

	As of October 31, 2013
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Deferred compensation plans:
Corporate owned life insurance		$—		$52,655		$—		$52,655
Equity securities	1,940		—		—		1,940
Mutual funds	1,529		—		—		1,529
Money market deposit accounts	1,470		—		—		1,470
Other	—		46		—		46
Total assets		$4,939		$52,701		$—		$57,640
Liabilities:
Contingent consideration		$—		$—		$29,310		$29,310

Schedule of Fair Value Measurements [Table Text Block]

The Level 3 inputs used to derive the estimated fair values of the contingent consideration as of July 31, 2014 are as follows:

	Fiscal 2013 Acquisition	Fiscal 2012 Acquisition
Compound annual revenue growth rate range	(2%) - 24%	(5%) - 18%
Weighted average discount rate	2.9%	3.0%

Schedule of Fair Value, Unobservable Input Reconciliation [Table Text Block]

Changes in the Company’s contingent consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended July 31, 2014 are as follows (in thousands):

	Liabilities
Balance as of October 31, 2013		$29,310
Decrease in accrued contingent consideration	(19,516		)
Balance as of July 31, 2014		$9,794
Included in the accompanying Condensed Consolidated Balance Sheet under the following captions:
Accrued expenses and other current liabilities		$2,090
Other long-term liabilities	7,704
		$9,794

Schedule of Impaired Intangible Assets [Table Text Block]

The fair values of the Company’s nonfinancial assets and liabilities that were measured at fair value on a nonrecurring basis, which are classified within Level 3, and the related impairment losses recognized in the third quarter of fiscal 2014 are as follows (in thousands):

	Carrying Amount		Impairment Loss			Fair Value (Level 3)
Assets:
Customer relationships		$15,316		($7,500	)		$7,816
Non-amortizing trade name	9,500		(1,700		)	7,800
Impairment of intangible assets				($9,200	)

Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block]

The Level 3 inputs used to derive the estimated fair values of the customer relationships and non-amortizing trade name as of July 31, 2014 are as follows:

	Customer Relationships	Non-Amortizing Trade Name
Valuation method	Excess Earnings	Relief from Royalty
Discount rate	15.0%	14.0%
Customer annual attrition rate	25.0%	N/A
Royalty rate	N/A	2.5%

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FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS, Assets and liabilities and related impairment losses (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 31, 2014	Oct. 31, 2013
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Finite-Lived Intangible Assets, Net	$ 159,058	$ 184,568
Trade Names [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Indefinite Lived Intangible Assets, Carrying Amount	55,121	56,990
Impairment of Non-amortizing Trade Name	(1,700)
Customer Relationships [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Impairment of Customer Relationship	(7,500)
Finite-Lived Intangible Assets, Net	97,677	118,340
Electronic Technologies Group [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Impairment of intangible assets	(9,200)
Electronic Technologies Group [Member] | Trade Names [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Indefinite Lived Intangible Assets, Carrying Amount	9,500
Impairment of Non-amortizing Trade Name	(1,700)
Electronic Technologies Group [Member] | Customer Relationships [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Customer Relationships, Gross	15,316
Impairment of Customer Relationship	(7,500)
Electronic Technologies Group [Member] | Significant Unobservable Inputs (Level 3) [Member] | Trade Names [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Indefinite-Lived Trade Names	7,800
Electronic Technologies Group [Member] | Significant Unobservable Inputs (Level 3) [Member] | Customer Relationships [Member]
Schedule of Impairment Charges, Nonfinancial Assets and Liabilities [Line Items]
Finite-Lived Intangible Assets, Net	$ 7,816

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textuals) (USD $)	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Acquired Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Amortization expense related to intangible assets	$ 7,000,000	$ 5,400,000	$ 21,100,000	$ 14,300,000
Estimated Amortization expense related to intangible assets, remainder of fiscal 2014	6,600,000		6,600,000
Estimated Amortization expense related to intangible assets, for fiscal 2015	24,800,000		24,800,000
Estimated Amortization expense related to intangible assets, for fiscal 2016	23,000,000		23,000,000
Estimated Amortization expense related to intangible assets, for fiscal 2017	22,100,000		22,100,000
Estimated Amortization expense related to intangible assets, for fiscal 2018	20,200,000		20,200,000
Estimated Amortization expense related to intangible assets, for fiscal 2019	18,100,000		18,100,000
Estimated Amortization expense related to intangible assets, thereafter	44,300,000		44,300,000
Trade Names [Member]
Acquired Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	1,700,000
Customer Relationships [Member]
Acquired Finite Lived and Indefinite Lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived	$ 7,500,000

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SELECTED FINANCIAL STATEMENT INFORMATION SELECTED FINANCIAL STATEMENT INFORMATION, Redeemable Noncontrolling Interests (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Redeemable Noncontrolling Interest [Line Items]
Redeemable at fair value	$ 27,969	$ 47,839
Redeemable based on a multiple of future earnings	10,136	11,379
Redeemable noncontrolling interests	$ 38,105	$ 59,218

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FAIR VALUE MEASUREMENTS (Details Textuals) (USD $)	9 Months Ended							9 Months Ended				3 Months Ended		9 Months Ended				3 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Oct. 31, 2013	Jul. 31, 2014 Aggregate LCP Assets [Member]	Oct. 31, 2013 Aggregate LCP Assets [Member]	Jul. 31, 2014 Significant Other Observable Inputs (Level 2) [Member]	Oct. 31, 2013 Significant Other Observable Inputs (Level 2) [Member]	Jul. 31, 2014 Significant Unobservable Inputs (Level 3) [Member]	Oct. 31, 2013 Significant Unobservable Inputs (Level 3) [Member]	Jul. 31, 2014 FY 2013 Acquisition [Member] Tranche One [Member]	Oct. 31, 2013 FY 2013 Acquisition [Member] Tranche One [Member]	Jul. 31, 2014 FY 2013 Acquisition [Member] Tranche Two [Member]	Apr. 30, 2014 FY 2013 Acquisition [Member] Tranche Two [Member]	Jul. 31, 2014 FY 2013 Acquisition [Member] Tranche Two [Member]	Oct. 31, 2013 FY 2013 Acquisition [Member] Tranche Two [Member]	Jul. 31, 2014 FY12 Acquisitions [Member]	Oct. 31, 2013 FY12 Acquisitions [Member] Significant Unobservable Inputs (Level 3) [Member]	Jul. 31, 2014 Electronic Technologies Group [Member]	Jul. 31, 2014 Aggregate LCP Liabilities [Member]	Oct. 31, 2013 Aggregate LCP Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held within irrevocable trusts and classified within other assets	$ 69,273,000		$ 57,640,000	$ 63,800,000	$ 52,700,000	$ 61,096,000	$ 52,701,000	$ 0	$ 0
Related liabilities of deferred compensation plans, specified as other long-term liabilities	68,500,000		56,900,000																63,000,000	51,900,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High										20,000,000		30,000,000		30,000,000		10,600,000
Contingent consideration	9,794,000		29,310,000			0	0	9,794,000	29,310,000		7,000,000	1,200,000		1,200,000	13,700,000	8,600,000	8,600,000
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	(19,516,000)	(1,195,000)						(19,516,000)				10,200,000	2,300,000	12,500,000
Impairment of Intangible Assets (Excluding Goodwill)																		$ 9,200,000

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FAIR VALUE MEASUREMENTS, Assets and liabilities, measured on recurring basis (Details) (USD $)	Jul. 31, 2014	Oct. 31, 2013
Assets
Deferred compensation plans	$ 69,273,000	$ 57,640,000
Liabilities:
Contingent consideration	9,794,000	29,310,000
Corporate owned life insurance [Member]
Assets
Deferred compensation plans	61,046,000	52,655,000
Money market funds [Member]
Assets
Deferred compensation plans	2,774,000
Equity securities [Member]
Assets
Deferred compensation plans	2,260,000	1,940,000
Mutual funds [Member]
Assets
Deferred compensation plans	1,882,000	1,529,000
Money market deposit accounts [Member]
Assets
Deferred compensation plans		1,470,000
Other [Member]
Assets
Deferred compensation plans	1,311,000	46,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets
Deferred compensation plans	8,177,000	4,939,000
Liabilities:
Contingent consideration	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate owned life insurance [Member]
Assets
Deferred compensation plans	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member]
Assets
Deferred compensation plans	2,774,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity securities [Member]
Assets
Deferred compensation plans	2,260,000	1,940,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Mutual funds [Member]
Assets
Deferred compensation plans	1,882,000	1,529,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market deposit accounts [Member]
Assets
Deferred compensation plans		1,470,000
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Other [Member]
Assets
Deferred compensation plans	1,261,000	0
Significant Other Observable Inputs (Level 2) [Member]
Assets
Deferred compensation plans	61,096,000	52,701,000
Liabilities:
Contingent consideration	0	0
Significant Other Observable Inputs (Level 2) [Member] | Corporate owned life insurance [Member]
Assets
Deferred compensation plans	61,046,000	52,655,000
Significant Other Observable Inputs (Level 2) [Member] | Money market funds [Member]
Assets
Deferred compensation plans	0
Significant Other Observable Inputs (Level 2) [Member] | Equity securities [Member]
Assets
Deferred compensation plans	0	0
Significant Other Observable Inputs (Level 2) [Member] | Mutual funds [Member]
Assets
Deferred compensation plans	0	0
Significant Other Observable Inputs (Level 2) [Member] | Money market deposit accounts [Member]
Assets
Deferred compensation plans		0
Significant Other Observable Inputs (Level 2) [Member] | Other [Member]
Assets
Deferred compensation plans	50,000	46,000
Significant Unobservable Inputs (Level 3) [Member]
Assets
Deferred compensation plans	0	0
Liabilities:
Contingent consideration	9,794,000	29,310,000
Significant Unobservable Inputs (Level 3) [Member] | Corporate owned life insurance [Member]
Assets
Deferred compensation plans	0	0
Significant Unobservable Inputs (Level 3) [Member] | Money market funds [Member]
Assets
Deferred compensation plans	0
Significant Unobservable Inputs (Level 3) [Member] | Equity securities [Member]
Assets
Deferred compensation plans	0	0
Significant Unobservable Inputs (Level 3) [Member] | Mutual funds [Member]
Assets
Deferred compensation plans	0	0
Significant Unobservable Inputs (Level 3) [Member] | Money market deposit accounts [Member]
Assets
Deferred compensation plans		0
Significant Unobservable Inputs (Level 3) [Member] | Other [Member]
Assets
Deferred compensation plans	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jul. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies [Text Block]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of HEICO Corporation and its subsidiaries (collectively, “HEICO,” or the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Therefore, the condensed consolidated financial statements do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2013. The October 31, 2013 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income, statements of shareholders' equity and statements of cash flows for such interim periods presented. The results of operations for the nine months ended July 31, 2014 are not necessarily indicative of the results which may be expected for the entire fiscal year.

StockSplit

All applicable fiscal 2013 share and per share information has been adjusted retrospectively to reflect a 5-for-4 stock split effected in October 2013.

New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires disclosure about changes in and amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The Company adopted ASU 2013-02 in the first quarter of fiscal 2014, resulting in only expanded disclosure regarding the changes in accumulated other comprehensive income and no impact on the Company's consolidated results of operations, financial position or cash flows.

In March 2013, the FASB issued ASU 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” which clarifies the applicable guidance for the release of any cumulative translation adjustments into net earnings. ASU 2013-05 specifies that the entire amount of cumulative translation adjustments should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the investment in the foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2013, or in fiscal 2015 for HEICO. Early adoption is permitted. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides a comprehensive new revenue recognition model that will supersede nearly all existing revenue recognition guidance. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2016, or in fiscal 2018 for HEICO. Early adoption is not permitted. ASU 2014-09 shall be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating which transition method it will elect and the effect the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.

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LONG-TERM DEBT (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Borrowings under revolving credit facility	$ 383,000	$ 373,000
Capital lease and notes payable	3,333	4,515
Total debt and capital leases	386,333	377,515
Less: Current maturities of long-term debt	(466)	(697)
Long-term debt, net of current maturities	$ 385,867	$ 376,818

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textuals)	9 Months Ended
	Jul. 31, 2014	Oct. 31, 2013
Stock Dividend Percentage Rate		25.00%
Stockholders' Equity Note, Stock Split	All applicable fiscal 2013 share and per share information has been adjusted retrospectively to reflect a 5-for-4 stock split effected in October 2013.

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Jul. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

Changes in the Company’s product warranty liability for the nine months ended July 31, 2014 and 2013, respectively, are as follows (in thousands):

	Nine months ended July 31,
	2014			2013
Balances as of beginning of fiscal year		$3,233			$2,571
Accruals for warranties	2,075			795
Acquired warranty liabilities	—			526
Warranty claims settled	(1,429		)	(866		)
Balances as of July 31		$3,879			$3,026

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OPERATING SEGMENTS, Total Asset by Segment (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 1,507,123	$ 1,533,015
Flight Support Group [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	678,546	679,839
Electronic Technologies Group [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	721,775	759,807
Other Primarily Corporate and Intersegment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 106,802	$ 93,369

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LONG-TERM DEBT (Details Textuals) (USD $)	9 Months Ended
	Jul. 31, 2014	Oct. 31, 2013
Long Term Debt (Textuals) [Abstract]
Weighted average interest rate	1.40%	1.30%
Line of credit facility, maturity date	Dec. 31, 2018
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 800,000,000
Line of Credit Facility, Maximum Borrowing Capacity	1,000,000,000
Credit Facility Option [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 200,000,000

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ACQUISITIONS (Details Textuals) (Quest Aviation Supply [Member])	9 Months Ended
	Jul. 31, 2014
Quest Aviation Supply [Member]
Business Acquisition [Line Items]
Effective Date of Acquisition	Jun. 30, 2014
Name of Acquired Entity	Quest Aviation Supply, Inc.
Description of Acquired Entity	Quest Aviation is a niche supplier of parts to repair thrust reversers on various aircraft engines.

XML

SELECTED FINANCIAL STATEMENT INFORMATION, Accounts Receivable (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Accounts receivable	$ 151,504	$ 160,118
Less: Allowance for doubtful accounts	(2,344)	(3,096)
Accounts receivable, net	$ 149,160	$ 157,022

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013
Operating Activities:
Net income from consolidated operations	$ 102,694	$ 88,798
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities:
Depreciation and amortization	36,270	25,900
Impairment of intangible assets	9,200	0
Share-based compensation expense	5,874	3,455
Issuance of common stock to HEICO Savings and Investment Plan	3,849	2,625
Tax benefit from stock option exercises	93	5,180
Excess tax benefit from stock option exercises	(93)	(5,115)
Deferred income tax provision	(11,549)	(2,393)
Decrease in value of contingent consideration	(19,516)	(1,195)
Changes in operating assets and liabilities, net of acquisitions:
Decrease (increase) in accounts receivable	7,909	(8,375)
Increase in inventories	(2,289)	(15,623)
Decrease (increase) in prepaid expenses and other current assets	7,048	(2,472)
(Decrease) increase in trade accounts payable	(6,129)	1,044
(Decrease) increase in accrued expenses and other current liabilities	(12,456)	2,671
Increase (decrease) in income taxes payable	420	(2,753)
Other	5,908	545
Net cash provided by operating activities	127,233	92,292
Investing Activities:
Capital expenditures	(12,261)	(13,496)
Acquisitions, net of cash acquired	(8,737)	(134,414)
Other	(30)	4
Net cash used in investing activities	(21,028)	(147,906)
Financing Activities:
Borrowings on revolving credit facility	112,000	287,000
Payments on revolving credit facility	(102,000)	(99,000)
Distributions to noncontrolling interests	(76,717)	(5,968)
Cash dividends paid	(31,215)	(120,361)
Acquisitions of noncontrolling interests	(1,243)	(16,610)
Revolving credit facility issuance costs	(767)	(570)
Redemptions of common stock related to stock option exercises	(273)	(2,364)
Payment of contingent consideration	0	(601)
Excess tax benefit from stock option exercises	93	5,115
Proceeds from stock option exercises	594	346
Other	(1,082)	(96)
Net cash used in financing activities	(100,610)	46,891
Effect of exchange rate changes on cash	(150)	43
Net decrease in cash and cash equivalents	5,445	(8,680)
Cash and cash equivalents at beginning of year	15,499	21,451
Cash and cash equivalents at end of period	$ 20,944	$ 12,771

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SELECTED FINANCIAL STATEMENT INFORMATION, Costs and Estimated Earnings on Uncompleted Percentage-of-Completion Contracts (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Costs incurred on uncompleted contracts	$ 28,198	$ 22,548
Estimated earnings	14,605	25,391
Total cost incurred and estimated earnings on uncompleted percentage-of completed contracts	42,803	47,939
Less: Billings to date	(37,305)	(40,676)
Costs in Excess of Billings	5,498	7,263
Included in accompanying Condensed Consolidated Balance Sheets under the following captions:
Accounts receivable, net (costs and estimated earnings in excess of billings)	7,469	9,540
Accrued expenses and other current liabilities (billings in excess of costs and estimated earnings)	(1,971)	(2,277)
Cost and estimated earnings on uncompleted contracts, net	$ 5,498	$ 7,263

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GOODWILL AND OTHER INTANGIBLE ASSETS, Goodwill by Operating Segment (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jul. 31, 2014
Goodwill [Line Items]
Starting Balance	$ 688,489
Goodwill acquired	2,552
Foreign currency translation adjustments	(1,745)
Adjustment to goodwill	27
Ending Balance	689,323
Flight Support Group [Member]
Goodwill [Line Items]
Starting Balance	279,855
Goodwill acquired	2,552
Foreign currency translation adjustments	0
Adjustment to goodwill	0
Ending Balance	282,407
Electronic Technologies Group [Member]
Goodwill [Line Items]
Starting Balance	408,634
Goodwill acquired	0
Foreign currency translation adjustments	(1,745)
Adjustment to goodwill	27
Ending Balance	$ 406,916

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SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Cash dividends per share (in dollars per share)	$ 0.060	$ 0.056	$ 0.470	$ 1.816
Dividends, Common Stock, Cash			$ 27,200,000
Special Dividend [Member]
Cash dividends per share (in dollars per share)			$ 0.35
Regular Semi-Annual Dividend [Member]
Cash dividends per share (in dollars per share)			$ 0.06
Specialty Products and Distribution Group [Member]
Business Acquisition, Effective Date of Acquisition			Feb. 18, 2014
Business Acquisition, Percentage of Voting Interests Acquired	20.00%		20.00%
Business Combination, Consideration Transferred			$ 67,400,000
Heico Aerospace Holdings Corp. [Member]
Noncontrolling Interest, Ownership Percentage by Parent	80.00%		80.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	20.00%		20.00%
Heico Aerospace Holdings Corp1 [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	20.00%		20.00%

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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Current assets:
Cash and cash equivalents	$ 20,944	$ 15,499
Accounts receivable, net	149,160	157,022
Inventories, net	221,129	218,893
Prepaid expenses and other current assets	9,905	17,022
Deferred income taxes	32,148	33,036
Total current assets	433,286	441,472
Property, plant and equipment, net	95,130	97,737
Goodwill	689,323	688,489
Intangible assets, net	214,179	241,558
Deferred income taxes	1,357	1,791
Other assets	73,848	61,968
Total assets	1,507,123	1,533,015
Current liabilities:
Current maturities of long-term debt	466	697
Trade accounts payable	48,680	54,855
Accrued expenses and other current liabilities	86,067	105,734
Income taxes payable	494	0
Total current liabilities	135,707	161,286
Long-term debt, net of current maturities	385,867	376,818
Deferred income taxes	115,527	128,482
Other long-term liabilities	86,623	83,976
Total liabilities	723,724	750,562
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests (Note 3)	38,105	59,218
Shareholders' equity:
Preferred Stock	0	0
Common Stock	268	268
Class A Common Stock	397	396
Capital in excess of par value	266,029	255,889
Deferred compensation obligation	1,138	1,138
HEICO stock held by irrevocable trust	(1,138)	(1,138)
Accumulated other comprehensive (loss) income	(2,571)	144
Retained earnings	408,148	349,649
Total HEICO shareholders' equity	672,271	606,346
Noncontrolling interests	73,023	116,889
Total shareholders' equity	745,294	723,235
Total liabilities and equity	$ 1,507,123	$ 1,533,015

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INCOME TAXES (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jul. 31, 2014
Income Tax Contingency [Line Items]
Starting Balance	$ 1,072
Increases related to current year tax positions	81
Settlements	(22)
Lapse of statutes of limitations	(94)
Ending Balance	$ 1,037

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - UNAUDITED (USD $) In Thousands	Total	Redeemable Noncontrolling Interests [Member]	Common Stock [Member]	Class A Common Stock [Member]	Capital In Excess Of Par Value [Member]	Deferred Compensation Obligation [Member]	HEICO Stock Held By Irrevocable Trust [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total Shareholders Equity [Member]
Starting Balance at Oct. 31, 2012		$ 67,166	$ 213	$ 315	$ 244,632	$ 823	$ (823)	$ (3,572)	$ 375,085	$ 103,086	$ 719,759
Comprehensive income	89,640	6,127	0	0	0	0	0	842	72,605	10,066	83,513
Cash dividends		0	0	0	0	0	0	0	(120,361)	0	(120,361)
Issuance of common stock to HEICO Savings and Investment Plan		0	0	0	2,625	0	0	0	0	0	2,625
Share-based compensation expense		0	0	0	3,455	0	0	0	0	0	3,455
Proceeds from stock option exercises		0	1	1	344	0	0	0	0	0	346
Tax benefit from stock option exercises		0	0	0	5,180	0	0	0	0	0	5,180
Redemptions of common stock related to share-based compensation	2,364	0	0	0	(2,364)	0	0	0	0	0	(2,364)
Distributions to noncontrolling interests		(5,968)	0	0	0	0	0	0	0	0	0
Acquisitions of noncontrolling interests		(16,610)	0	0	0	0	0	0	0	0	0
Adjustments to redemption amount of redeemable noncontrolling interests		1,327	0	0	0	0	0	0	(1,327)	0	(1,327)
Deferred compensation obligation		0	0	0	0	105	(105)	0	0	0	0
Other		402	0	1	0	0	0	3	(2)	24	26
Ending Balance at Jul. 31, 2013		52,444	214	317	253,872	928	(928)	(2,727)	326,000	113,176	690,852
Starting Balance at Oct. 31, 2013	723,235	59,218	268	396	255,889	1,138	(1,138)	144	349,649	116,889	723,235
Comprehensive income	99,979	4,180	0	0	0	0	0	(2,715)	89,188	9,326	95,799
Cash dividends	(27,200)	0	0	0	0	0	0	0	(31,215)	0	(31,215)
Issuance of common stock to HEICO Savings and Investment Plan		0	0	0	3,849	0	0	0	0	0	3,849
Share-based compensation expense		0	0	1	5,873	0	0	0	0	0	5,874
Proceeds from stock option exercises		0	0	0	594	0	0	0	0	0	594
Tax benefit from stock option exercises		0	0	0	93	0	0	0	0	0	93
Redemptions of common stock related to share-based compensation	273	0	0	0	(273)	0	0	0	0	0	(273)
Distributions to noncontrolling interests		(4,141)	0	0	0	0	0	0	0	(72,576)	(72,576)
Acquisitions of noncontrolling interests		(1,243)	0	0	0	0	0	0	0	0	0
Reclassification of redeemable noncontrolling interests to noncontrolling interests		(19,383)	0	0	0	0	0	0	0	19,383	19,383
Adjustments to redemption amount of redeemable noncontrolling interests		(526)	0	0	0	0	0	0	526	0	526
Other		0	0	0	4	0	0	0	0	1	5
Ending Balance at Jul. 31, 2014	$ 745,294	$ 38,105	$ 268	$ 397	$ 266,029	$ 1,138	$ (1,138)	$ (2,571)	$ 408,148	$ 73,023	$ 745,294

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SELECTED FINANCIAL STATEMENT INFORMATION SELECTED FINANCIAL STATEMENT INFORMATION, Employee Retirement Plan (Details) (FY 2013 Acquisition [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
FY 2013 Acquisition [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected return on plan assets	$ 185	$ 128	$ 555	$ 128
Interest cost	153	95	459	95
Net pension income	$ 32	$ 33	$ 96	$ 33

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Jul. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Changes in the carrying amount of goodwill by operating segment for the nine months ended July 31, 2014 are as follows (in thousands):

	Segment					Consolidated Totals
	FSG		ETG
Balances as of October 31, 2013		$279,855		$408,634			$688,489
Goodwill acquired	2,552		—			2,552
Foreign currency translation adjustments	—		(1,745		)	(1,745		)
Adjustment to goodwill	—		27			27
Balances as of July 31, 2014		$282,407		$406,916			$689,323

Schedule Of Identifiable Intangible Assets [Table Text Block]

Identifiable intangible assets consist of the following (in thousands):

	As of July 31, 2014							As of October 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing Assets:
Customer relationships		$148,786		($51,109	)		$97,677		$156,801		($38,461	)		$118,340
Intellectual property	75,599		(16,036		)	59,563		75,095		(10,795		)	64,300
Licenses	2,900		(1,579		)	1,321		2,900		(1,381		)	1,519
Non-compete agreements	1,125		(1,125		)	—		1,132		(1,132		)	—
Patents	710		(394		)	316		642		(351		)	291
Trade names	716		(535		)	181		566		(448		)	118
	229,836		(70,778		)	159,058		237,136		(52,568		)	184,568
Non-Amortizing Assets:
Trade names	55,121		—			55,121		56,990		—			56,990
		$284,957		($70,778	)		$214,179		$294,126		($52,568	)		$241,558

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SELECTED FINANCIAL STATEMENT INFORMATION SELECTED FINANCIAL STATEMENT INFORMATION, Research and Development Expenses (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Research and Development Expenses [Line Items]
R&D expenses	$ 9,862	$ 8,550	$ 28,278	$ 23,547

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INCOME TAXES (Tables)

9 Months Ended

Jul. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Income Tax Contingencies [Table Text Block]

A reconciliation of the activity related to the liability for gross unrecognized tax benefits for the nine months ended July 31, 2014 is as follows (in thousands):

Balance as of October 31, 2013		$1,072
Increases related to current year tax positions	81
Settlements	(22		)
Lapse of statutes of limitations	(94		)
Balance as of July 31, 2014		$1,037

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - UNAUDITED [PARENTHETICAL] (USD $)	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Cash dividends per share (in dollars per share)	$ 0.060	$ 0.056	$ 0.470	$ 1.816

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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED [PARENTHETICAL] (USD $) In Thousands, except Per Share data, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Series B Junior Participating Preferred Stock [Member]
Preferred stock, shares designated	300	300
Preferred stock, shares issued	0	0
Series C Junior Participating Preferred Stock [Member]
Preferred stock, shares designated	300	300
Preferred stock, shares issued	0	0
Common Stock [Member]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	75,000	75,000
Common stock, shares issued	26,829	26,790
Common stock, shares outstanding	26,829	26,790
Class A Common Stock [Member]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	75,000	75,000
Common stock, shares issued	39,674	39,586
Common stock, shares outstanding	39,674	39,586

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NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS

9 Months Ended

Jul. 31, 2014

Earnings Per Share [Abstract]

Net Income Per Share Attributable to HEICO Shareholders [Text Block]

NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS

The computation of basic and diluted net income per share attributable to HEICO shareholders is as follows (in thousands, except per share data):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
Numerator:
Net income attributable to HEICO		$89,188		$72,605		$33,366		$28,947
Denominator:
Weighted average common shares outstanding - basic	66,442		66,275		66,497		66,342
Effect of dilutive stock options	985		620		977		673
Weighted average common shares outstanding - diluted	67,427		66,895		67,474		67,015
Net income per share attributable to HEICO shareholders:
Basic		$1.34		$1.10		$.50		$.44
Diluted		$1.32		$1.09		$.49		$.43
Anti-dilutive stock options excluded	430		826		442		799

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DOCUMENT AND ENTITY INFORMATION (USD $)	9 Months Ended
	Jul. 31, 2014	Aug. 26, 2014
Entity Registrant Name	HEICO CORPORATION
Entity State of Incorporation	Florida
Entity Central Index Key	0000046619
Entity I.R.S. Employer ID	650341002
Entity Zip Code	33021
Current Fiscal Year End Date	--10-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Trading Symbol	hei
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 31, 2014
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014
Common Stock [Member]
Entity Common Stock, Shares Outstanding		26,837,839
Entity Common Stock, Par Value	$ 0.01
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		39,683,381
Entity Common Stock, Par Value	$ 0.01
Contact Phone [Member]
Entity Telephone Area Code	954
Entity Telephone Local Number	987-4000
Principal Address [Member]
Entity Address, Street	3000 Taft Street
Entity Address, City	Hollywood
Entity Address, State	Florida

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OPERATING SEGMENTS

9 Months Ended

Jul. 31, 2014

Segment Reporting [Abstract]

Operating Segments [Text Block]

OPERATING SEGMENTS

Information on the Company’s two operating segments, the Flight Support Group ("FSG"), consisting of HEICO Aerospace and HEICO Flight Support Corp. and their collective subsidiaries; and the Electronic Technologies Group ("ETG"), consisting of HEICO Electronic Technologies Corp. and its subsidiaries, for the nine and three months ended July 31, 2014 and 2013, respectively, is as follows (in thousands):

					Other, Primarily Corporate and Intersegment			Consolidated Totals
	Segment
	FSG		ETG
Nine months ended July 31, 2014:
Net sales		$568,038		$279,298		($7,248	)		$840,088
Depreciation and amortization	14,883		20,782		605			36,270
Operating income	103,323		62,495		(16,149		)	149,669
Capital expenditures	7,339		4,364		558			12,261
Nine months ended July 31, 2013:
Net sales		$475,560		$250,179		($4,408	)		$721,331
Depreciation and amortization	9,772		15,542		586			25,900
Operating income	87,190		57,311		(16,468		)	128,033
Capital expenditures	7,733		5,498		265			13,496
Three months ended July 31, 2014:
Net sales		$191,561		$102,065		($2,596	)		$291,030
Depreciation and amortization	5,020		6,911		200			12,131
Operating income	34,234		21,455		(5,576		)	50,113
Capital expenditures	3,083		1,605		88			4,776
Three months ended July 31, 2013:
Net sales		$181,331		$87,401		($1,599	)		$267,133
Depreciation and amortization	4,069		5,226		200			9,495
Operating income	32,649		21,516		(5,759		)	48,406
Capital expenditures	2,435		1,673		123			4,231

Total assets by operating segment as of July 31, 2014 and October 31, 2013 are as follows (in thousands):

	Segment				Other, Primarily Corporate		Consolidated Totals
	FSG		ETG
Total assets as of July 31, 2014		$678,546		$721,775		$106,802		$1,507,123
Total assets as of October 31, 2013	679,839		759,807		93,369		1,533,015

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Net sales	$ 291,030	$ 267,133	$ 840,088	$ 721,331
Operating costs and expenses:
Cost of sales	187,703	169,593	544,722	456,754
Selling, general and administrative expenses	53,214	49,134	145,697	136,544
Total operating costs and expenses	240,917	218,727	690,419	593,298
Operating income	50,113	48,406	149,669	128,033
Interest expense	(1,444)	(1,097)	(4,166)	(2,540)
Other income	83	59	591	505
Income before income taxes and noncontrolling interests	48,752	47,368	146,094	125,998
Income tax expense	11,400	12,600	43,400	37,200
Net income from consolidated operations	37,352	34,768	102,694	88,798
Less: Net income attributable to noncontrolling interests	3,986	5,821	13,506	16,193
Net income attributable to HEICO	$ 33,366	$ 28,947	$ 89,188	$ 72,605
Net income per share attributable to HEICO shareholders:
Basic (in dollars per share)	$ 0.50	$ 0.44	$ 1.34	$ 1.10
Diluted (in dollars per share)	$ 0.49	$ 0.43	$ 1.32	$ 1.09
Weighted average number of common shares outstanding:
Basic (in shares)	66,497	66,342	66,442	66,275
Diluted (in shares)	67,474	67,015	67,427	66,895
Cash dividends per share (in dollars per share)	$ 0.060	$ 0.056	$ 0.470	$ 1.816

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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Jul. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets [Text Block]

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has two operating segments: the Flight Support Group (“FSG”) and the Electronic Technologies Group (“ETG”). Changes in the carrying amount of goodwill by operating segment for the nine months ended July 31, 2014 are as follows (in thousands):

	Segment					Consolidated Totals
	FSG		ETG
Balances as of October 31, 2013		$279,855		$408,634			$688,489
Goodwill acquired	2,552		—			2,552
Foreign currency translation adjustments	—		(1,745		)	(1,745		)
Adjustment to goodwill	—		27			27
Balances as of July 31, 2014		$282,407		$406,916			$689,323

The goodwill acquired pertains to the current year acquisition described in Note 2, Acquisition, and represents the residual value after the allocation of the total consideration to the tangible and identifiable intangible assets acquired and liabilities assumed. The Company estimates that all of the goodwill acquired in fiscal 2014 will be deductible for income tax purposes.

Identifiable intangible assets consist of the following (in thousands):

	As of July 31, 2014							As of October 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing Assets:
Customer relationships		$148,786		($51,109	)		$97,677		$156,801		($38,461	)		$118,340
Intellectual property	75,599		(16,036		)	59,563		75,095		(10,795		)	64,300
Licenses	2,900		(1,579		)	1,321		2,900		(1,381		)	1,519
Non-compete agreements	1,125		(1,125		)	—		1,132		(1,132		)	—
Patents	710		(394		)	316		642		(351		)	291
Trade names	716		(535		)	181		566		(448		)	118
	229,836		(70,778		)	159,058		237,136		(52,568		)	184,568
Non-Amortizing Assets:
Trade names	55,121		—			55,121		56,990		—			56,990
		$284,957		($70,778	)		$214,179		$294,126		($52,568	)		$241,558

The decrease in the gross carrying amount of customer relationships and non-amortizing trade names reflects impairment losses of $7.5 million and $1.7 million, respectively, recognized during the third quarter of fiscal 2014. The impairment losses were due to reductions in the future cash flows associated with such intangible assets within the ETG and were recorded as a component of selling, general and administrative expenses in the Company's Condensed Consolidated Statement of Operations.

Amortization expense related to intangible assets for the nine months ended July 31, 2014 and 2013 was $21.1 million and $14.3 million, respectively. Amortization expense related to intangible assets for the three months ended July 31, 2014 and 2013 was $7.0 million and $5.4 million, respectively. The increase in amortization expense for the nine and three months ended July 31, 2014 compared to the nine and three months ended July 31, 2013 principally relates to the incremental amortization expense of intangible assets recognized in connection with fiscal 2013 acquisitions. Amortization expense related to intangible assets for the remainder of fiscal 2014 is estimated to be $6.6 million. Amortization expense for each of the next five fiscal years and thereafter is estimated to be $24.8 million in fiscal 2015, $23.0 million in fiscal 2016, $22.1 million in fiscal 2017, $20.2 million in fiscal 2018, $18.1 million in fiscal 2019 and $44.3 million thereafter.

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SELECTED FINANCIAL STATEMENT INFORMATION

9 Months Ended

Jul. 31, 2014

Selected Financial Statement Information [Abstract]

Selected Financial Statement Information [Text Block]

SELECTED FINANCIAL STATEMENT INFORMATION

Accounts Receivable

(in thousands)	July 31, 2014			October 31, 2013
Accounts receivable		$151,504			$160,118
Less: Allowance for doubtful accounts	(2,344		)	(3,096		)
Accounts receivable, net		$149,160			$157,022

Costs and Estimated Earnings on Uncompleted Percentage-of-Completion Contracts

(in thousands)	July 31, 2014			October 31, 2013
Costs incurred on uncompleted contracts		$28,198			$22,548
Estimated earnings	14,605			25,391
	42,803			47,939
Less: Billings to date	(37,305		)	(40,676		)
		$5,498			$7,263
Included in the accompanying Condensed Consolidated Balance Sheets under the following captions:
Accounts receivable, net (costs and estimated earnings in excess of billings)		$7,469			$9,540
Accrued expenses and other current liabilities (billings in excess of costs and estimated earnings)	(1,971		)	(2,277		)
		$5,498			$7,263

Changes in estimates pertaining to percentage-of-completion contracts did not have a material effect on net income from consolidated operations for the nine and three months ended July 31, 2014 and 2013.

Inventories

(in thousands)	July 31, 2014		October 31, 2013
Finished products		$108,072		$103,234
Work in process	29,057		26,810
Materials, parts, assemblies and supplies	80,135		79,863
Contracts in process	3,865		9,941
Less: Billings to date	—		(955		)
Inventories, net of valuation reserves		$221,129		$218,893

Contracts in process represents accumulated capitalized costs associated with fixed price contracts for which revenue is recognized on the completed-contract method. Related progress billings and customer advances (“billings to date”) are classified as a reduction to contracts in process, if any, and any excess is included in accrued expenses and other current liabilities.

Property, Plant and Equipment

(in thousands)	July 31, 2014			October 31, 2013
Land		$4,510			$4,515
Buildings and improvements	60,547			60,105
Machinery, equipment and tooling	140,659			131,855
Construction in progress	5,843			4,932
	211,559			201,407
Less: Accumulated depreciation and amortization	(116,429		)	(103,670		)
Property, plant and equipment, net		$95,130			$97,737

Accrued Customer Rebates and Credits

The aggregate amount of accrued customer rebates and credits included within accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets was $8.8 million and $14.8 million as of July 31, 2014 and October 31, 2013, respectively. The total customer rebates and credits deducted within net sales for the nine months ended July 31, 2014 and 2013 was $5.3 million and $6.0 million, respectively. The total customer rebates and credits deducted within net sales for the three months ended July 31, 2014 and 2013 was $1.9 million and $2.5 million, respectively. The decrease in the amount of accrued customer rebates and credits since October 31, 2013 principally reflects the payments made in the second quarter of fiscal 2014.

Employee Retirement Plan

In connection with an acquisition during the third quarter of fiscal 2013, the Company assumed a frozen qualified defined benefit pension plan. The components of net pension income for the nine and three months ended July 31, 2014 and 2013 that were recorded within the Company's Condensed Consolidated Statements of Operations are as follows (in thousands):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
Expected return on plan assets		$555		$128		$185		$128
Interest cost	459		95		153		95
Net pension income		$96		$33		$32		$33

Research and Development Expenses

The amount of new product research and development expenses (R&D expenses) included in costs of sales for the nine and three months ended July 31, 2014 and 2013 is as follows (in thousands):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
R&D expenses		$28,278		$23,547		$9,862		$8,550

Redeemable Noncontrolling Interests

The holders of equity interests in certain of the Company's subsidiaries have put rights that may be exercised on varying dates causing the Company to give cash consideration to purchase their equity interests based on fair value or a formula that management intended to reasonably approximate fair value based solely on a multiple of future earnings over a measurement period. Management's estimate of the aggregate redemption amount of all put rights that the Company could be required to pay at varying dates through fiscal 2022 is as follows (in thousands):

	July 31, 2014		October 31, 2013
Redeemable at fair value		$27,969		$47,839
Redeemable based on a multiple of future earnings	10,136		11,379
Redeemable noncontrolling interests		$38,105		$59,218

The decrease in the aggregate redemption amount of put rights redeemable at fair value since the prior fiscal year end principally reflects a reclassification of the redemption amount pertaining to the equity interest in one of the Company's subsidiaries from redeemable noncontrolling interests (temporary equity) to noncontrolling interests (permanent equity) upon the expiration of the holder's put right in the second quarter of fiscal 2014.

Accumulated Other Comprehensive Income (Loss)

Changes in the components of accumulated other comprehensive income (loss) for the nine months ended July 31, 2014 are as follows (in thousands):

	Foreign Currency Translation			Pension Benefit Obligation		Accumulated Other Comprehensive Income (Loss)
Balances at October 31, 2013		($466	)		$610		$144
Unrealized loss	(2,715		)	—		(2,715		)
Balances at July 31, 2014		($3,181	)		$610		($2,571	)

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LONG-TERM DEBT (Tables)

9 Months Ended

Jul. 31, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt [Table Text Block]

Long-term debt consists of the following (in thousands):

	July 31, 2014			October 31, 2013
Borrowings under revolving credit facility		$383,000			$373,000
Capital leases and notes payable	3,333			4,515
	386,333			377,515
Less: Current maturities of long-term debt	(466		)	(697		)
		$385,867			$376,818

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jul. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

COMMITMENTS AND CONTINGENCIES

Guarantees

As of July 31, 2014, the Company has arranged for standby letters of credit aggregating $2.8 million, which are supported by its revolving credit facility. One letter of credit in the amount of $1.5 million is to satisfy the security requirement of the Company's insurance company for potential workers' compensation claims and the remainder pertain to performance guarantees related to customer contracts entered into by certain of the Company's subsidiaries.

Product Warranty

Changes in the Company’s product warranty liability for the nine months ended July 31, 2014 and 2013, respectively, are as follows (in thousands):

	Nine months ended July 31,
	2014			2013
Balances as of beginning of fiscal year		$3,233			$2,571
Accruals for warranties	2,075			795
Acquired warranty liabilities	—			526
Warranty claims settled	(1,429		)	(866		)
Balances as of July 31		$3,879			$3,026

Litigation

The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Jul. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements [Text Block]

FAIR VALUE MEASUREMENTS

The Company’s assets and liabilities that were measured at fair value on a recurring basis are set forth by level within the fair value hierarchy in the following tables (in thousands):

	As of July 31, 2014
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Deferred compensation plans:
Corporate owned life insurance		$—		$61,046		$—		$61,046
Money market funds	2,774		—		—		2,774
Equity securities	2,260		—		—		2,260
Mutual funds	1,882		—		—		1,882
Other	1,261		50		—		1,311
Total assets		$8,177		$61,096		$—		$69,273
Liabilities:
Contingent consideration		$—		$—		$9,794		$9,794

	As of October 31, 2013
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Deferred compensation plans:
Corporate owned life insurance		$—		$52,655		$—		$52,655
Equity securities	1,940		—		—		1,940
Mutual funds	1,529		—		—		1,529
Money market deposit accounts	1,470		—		—		1,470
Other	—		46		—		46
Total assets		$4,939		$52,701		$—		$57,640
Liabilities:
Contingent consideration		$—		$—		$29,310		$29,310

The Company maintains two non-qualified deferred compensation plans. The assets of the HEICO Corporation Leadership Compensation Plan (the “LCP”) principally represent cash surrender values of life insurance policies, which derive their fair values from investments in mutual funds that are managed by an insurance company and are classified within Level 2 and valued using a market approach. Certain other assets of the LCP represent investments in money market funds that are classified within Level 1. The assets of the Company’s other deferred compensation plan are principally invested in equity securities, mutual funds, and money market deposit accounts that are classified within Level 1. The assets of both plans are held within irrevocable trusts and classified within other assets in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $69.3 million as of July 31, 2014 and $57.6 million as of October 31, 2013, of which the LCP related assets were $63.8 million and $52.7 million as of July 31, 2014 and October 31, 2013, respectively. The related liabilities of the two deferred compensation plans are included within other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $68.5 million as of July 31, 2014 and $56.9 million as of October 31, 2013, of which the LCP related liability was $63.0 million and $51.9 million as of July 31, 2014 and October 31, 2013, respectively.

As part of the agreement to acquire a subsidiary by the ETG in fiscal 2013, the Company may have been obligated to pay contingent consideration of up to $20.0 million had the acquired entity met certain earnings objectives during the last three months of the calendar year of acquisition and may be obligated to pay contingent consideration of up to $30.0 million should the acquired entity meet certain earnings objectives during each of the next two calendar years (2014 and 2015). In December 2013, the acquired entity incurred unanticipated costs associated with certain contracts for which revenue is recognized on the percentage-of-completion method and as a result, did not meet its calendar 2013 related earnings objectives. Accordingly, the $7.0 million contingent consideration accrued as of October 31, 2013 was recorded as a reduction to selling, general and administrative expenses ("SG&A") in the Company's Condensed Consolidated Statement of Operations in the first quarter of fiscal 2014. The estimated fair value of the contingent consideration for the calendar 2014 and 2015 earnings period was $1.2 million as of July 31, 2014 compared to $13.7 million as of October 31, 2013. The aggregate $12.5 million decrease is principally attributed to revised earnings estimates that reflect less favorable projected market conditions resulting in fair value adjustments of $2.3 million and $10.2 million recorded as reductions to SG&A expenses in the second and third quarters of fiscal 2014, respectively.

As part of the agreement to acquire a subsidiary by the ETG in fiscal 2012, the Company may be obligated to pay contingent consideration of up to $10.6 million in aggregate should the acquired entity meet certain earnings objectives during each of the next three years following the second anniversary date of the acquisition. As of July 31, 2014 and October 31, 2013, the estimated fair value of the contingent consideration was $8.6 million.

The estimated fair values of the contingent consideration arrangements described above are classified within Level 3 and were determined using a probability-based scenario analysis approach. Under this method, a set of discrete potential future subsidiary earnings was determined using internal estimates based on various revenue growth rate assumptions for each scenario. A probability of likelihood was assigned to each discrete potential future earnings estimate and the resultant contingent consideration was calculated. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate reflecting the credit risk of a market participant. Changes in either the revenue growth rates, related earnings or the discount rate could result in a material change to the amount of contingent consideration accrued and such changes will be recorded in the Company's condensed consolidated statements of operations.

The Level 3 inputs used to derive the estimated fair values of the contingent consideration as of July 31, 2014 are as follows:

	Fiscal 2013 Acquisition	Fiscal 2012 Acquisition
Compound annual revenue growth rate range	(2%) - 24%	(5%) - 18%
Weighted average discount rate	2.9%	3.0%

Changes in the Company’s contingent consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended July 31, 2014 are as follows (in thousands):

	Liabilities
Balance as of October 31, 2013		$29,310
Decrease in accrued contingent consideration	(19,516		)
Balance as of July 31, 2014		$9,794
Included in the accompanying Condensed Consolidated Balance Sheet under the following captions:
Accrued expenses and other current liabilities		$2,090
Other long-term liabilities	7,704
		$9,794

The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the nine months ended July 31, 2014.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable and accrued expenses and other current liabilities approximate fair value as of July 31, 2014 due to the relatively short maturity of the respective instruments. The carrying amount of long-term debt approximates fair value due to its variable interest rates.

During the third quarter of fiscal 2014, certain customer relationships and a non-amortizing trade name within the ETG were measured at fair value on a nonrecurring basis, resulting in the recognition of impairment losses aggregating $9.2 million (see Note 4, Goodwill and Other Intangible Assets). The fair values of the Company’s nonfinancial assets and liabilities that were measured at fair value on a nonrecurring basis, which are classified within Level 3, and the related impairment losses recognized in the third quarter of fiscal 2014 are as follows (in thousands):

	Carrying Amount		Impairment Loss			Fair Value (Level 3)
Assets:
Customer relationships		$15,316		($7,500	)		$7,816
Non-amortizing trade name	9,500		(1,700		)	7,800
Impairment of intangible assets				($9,200	)

The fair values of such customer relationships and non-amortizing trade name were determined using variations of the income approach which apply an asset-specific discount rate to a forecast of asset-specific cash flows. These methods utilize certain significant unobservable inputs categorized as Level 3. The Level 3 inputs used to derive the estimated fair values of the customer relationships and non-amortizing trade name as of July 31, 2014 are as follows:

	Customer Relationships	Non-Amortizing Trade Name
Valuation method	Excess Earnings	Relief from Royalty
Discount rate	15.0%	14.0%
Customer annual attrition rate	25.0%	N/A
Royalty rate	N/A	2.5%

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LONG-TERM DEBT

9 Months Ended

Jul. 31, 2014

Debt Disclosure [Abstract]

Long-term Debt [Text Block]

LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

	July 31, 2014			October 31, 2013
Borrowings under revolving credit facility		$383,000			$373,000
Capital leases and notes payable	3,333			4,515
	386,333			377,515
Less: Current maturities of long-term debt	(466		)	(697		)
		$385,867			$376,818

As of July 31, 2014 and October 31, 2013, the weighted average interest rate on borrowings under the Company’s revolving credit facility was 1.4% and 1.3%, respectively. The revolving credit facility contains both financial and non-financial covenants. As of July 31, 2014, the Company was in compliance with all such covenants.

In November 2013, the Company entered into an amendment to extend the maturity date of its revolving credit facility by one year to December 2018 and to increase the aggregate principal amount to $800 million. Furthermore, the amendment includes a feature that will allow the Company to increase the aggregate principal amount by an additional $200 million to become a $1.0 billion facility through increased commitments from existing lenders or the addition of new lenders.

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INCOME TAXES

9 Months Ended

Jul. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes [Text Block]

INCOME TAXES

As of July 31, 2014, the Company’s liability for gross unrecognized tax benefits related to uncertain tax positions was $1.0 million of which $.7 million would decrease the Company’s income tax expense and effective income tax rate if the tax benefits were recognized. A reconciliation of the activity related to the liability for gross unrecognized tax benefits for the nine months ended July 31, 2014 is as follows (in thousands):

Balance as of October 31, 2013		$1,072
Increases related to current year tax positions	81
Settlements	(22		)
Lapse of statutes of limitations	(94		)
Balance as of July 31, 2014		$1,037

There were no material changes in the liability for unrecognized tax positions resulting from tax positions taken during the current or a prior year, settlements with other taxing authorities or a lapse of applicable statutes of limitations. The accrual of interest and penalties related to the unrecognized tax benefits was not material for the nine months ended July 31, 2014. Further, the Company does not expect the total amount of unrecognized tax benefits to materially change in the next twelve months.

The Company's effective tax rate in the first nine months of fiscal 2014 increased to 29.7% from 29.5% in the first nine months of fiscal 2013. The increase is principally due to an income tax credit for qualified research and development activities for the last ten months of fiscal 2012 that was recognized in the first quarter of fiscal 2013 resulting from the retroactive extension of the U.S research and development tax credit and its subsequent expiration on December 31, 2013 that limited the tax credit recognized in fiscal 2014 to just two months. Additionally, the increase reflects a larger income tax deduction recognized in the prior year for the special and extraordinary cash dividend paid to participants of the HEICO Savings and Investment Plan ("SIP") holding HEICO common stock and the benefit in the prior year from higher tax-exempt unrealized gains in the cash surrender values of life insurance policies related to the HEICO Corporation Leadership Compensation Plan ("LCP"). These increases to the effective tax rate were partially offset by the impact of a nontaxable reduction in accrued contingent consideration during fiscal 2014 associated with a fiscal 2013 acquisition acquired by means of a stock transaction.

The Company's effective tax rate in the third quarter of fiscal 2014 decreased to 23.4% from 26.6% in the third quarter of fiscal 2013. The decrease is principally attributed to the previously mentioned reduction in accrued contingent consideration partially offset by the previously mentioned lower research and development tax credits recognized in fiscal 2014 due to expiration of the U.S. research and development tax credit, larger prior year income tax deduction for the cash dividends paid to participants of the HEICO SIP and higher tax-exempt unrealized gains in the prior year related to the LCP.

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SHAREHOLDERS' EQUITY

9 Months Ended

Jul. 31, 2014

Shareholders' Equity [Abstract]

Stockholders' Equity [Text Block]

SHAREHOLDERS' EQUITY

In January 2014, the Company paid a special and extraordinary $.35 per share cash dividend on both classes of HEICO's common stock as well as its regular semi-annual $.06 per share cash dividend. The dividends, which aggregated $27.2 million, were principally funded from borrowings under the Company's revolving credit facility.

Consistent with the Company's past practice of increasing its ownership in certain non-wholly-owned subsidiaries, on February 18, 2014, HEICO Corporation acquired the 20% noncontrolling interest held by Lufthansa Technik AG (“LHT”) in four of the Company's existing subsidiaries principally operating in the specialty products and distribution businesses within its HEICO Aerospace Holdings Corp. ("HEICO Aerospace") subsidiary (the “Transaction”). Pursuant to the Transaction, HEICO Aerospace paid dividends proportional to the ownership (80%/20%) to HEICO and LHT, and HEICO transferred the businesses to HEICO Flight Support Corp., a wholly-owned subsidiary of HEICO. HEICO did not record any gain or loss in connection with the Transaction. LHT’s dividend of $67.4 million was paid in cash, principally using proceeds from the Company’s revolving credit facility. LHT remains a 20% owner in HEICO Aerospace, a leading producer of PMA parts and component repair and overhaul services.

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SELECTED FINANCIAL STATEMENT INFORMATION, Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Land	$ 4,510	$ 4,515
Buildings and improvements	60,547	60,105
Machinery, equipment and tooling	140,659	131,855
Construction in progress	5,843	4,932
Property, plant and equipment, gross	211,559	201,407
Less: Accumulated depreciation and amortization	(116,429)	(103,670)
Property, plant and equipment, net	$ 95,130	$ 97,737

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FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS, Level 3 valuation inputs (Details 2) (Fair Value, Inputs, Level 3 [Member])	9 Months Ended
	Jul. 31, 2014
Customer Relationships [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value Measurements, Valuation Techniques	Excess Earnings
Discount rate	15.00%
Customer annual attrition rate	25.00%
Trade Names [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value Measurements, Valuation Techniques	Relief from Royalty
Discount rate	14.00%
Royalty rate	2.50%

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SELECTED FINANCIAL STATEMENT INFORMATION (Tables)

9 Months Ended

Jul. 31, 2014

Selected Financial Statement Information [Abstract]

Schedule of Accounts Receivable [Table Text Block]

Accounts Receivable

(in thousands)	July 31, 2014			October 31, 2013
Accounts receivable		$151,504			$160,118
Less: Allowance for doubtful accounts	(2,344		)	(3,096		)
Accounts receivable, net		$149,160			$157,022

Schedule of Costs and Estimated Earnings On Uncompleted Percentage Of Completion Contracts [Table Text Block]

Costs and Estimated Earnings on Uncompleted Percentage-of-Completion Contracts

(in thousands)	July 31, 2014			October 31, 2013
Costs incurred on uncompleted contracts		$28,198			$22,548
Estimated earnings	14,605			25,391
	42,803			47,939
Less: Billings to date	(37,305		)	(40,676		)
		$5,498			$7,263
Included in the accompanying Condensed Consolidated Balance Sheets under the following captions:
Accounts receivable, net (costs and estimated earnings in excess of billings)		$7,469			$9,540
Accrued expenses and other current liabilities (billings in excess of costs and estimated earnings)	(1,971		)	(2,277		)
		$5,498			$7,263

Schedule of Inventories [Table Text Block]

Inventories

(in thousands)	July 31, 2014		October 31, 2013
Finished products		$108,072		$103,234
Work in process	29,057		26,810
Materials, parts, assemblies and supplies	80,135		79,863
Contracts in process	3,865		9,941
Less: Billings to date	—		(955		)
Inventories, net of valuation reserves		$221,129		$218,893

Schedule of Property, Plant and Equipment [Table Text Block]

Property, Plant and Equipment

(in thousands)	July 31, 2014			October 31, 2013
Land		$4,510			$4,515
Buildings and improvements	60,547			60,105
Machinery, equipment and tooling	140,659			131,855
Construction in progress	5,843			4,932
	211,559			201,407
Less: Accumulated depreciation and amortization	(116,429		)	(103,670		)
Property, plant and equipment, net		$95,130			$97,737

Schedule of Net Benefit Costs [Table Text Block]

The components of net pension income for the nine and three months ended July 31, 2014 and 2013 that were recorded within the Company's Condensed Consolidated Statements of Operations are as follows (in thousands):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
Expected return on plan assets		$555		$128		$185		$128
Interest cost	459		95		153		95
Net pension income		$96		$33		$32		$33

Schedule of Research and Development Expenses [Table Text Block]

The amount of new product research and development expenses (R&D expenses) included in costs of sales for the nine and three months ended July 31, 2014 and 2013 is as follows (in thousands):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
R&D expenses		$28,278		$23,547		$9,862		$8,550

Schedule of Redeemable Noncontrolling Interests [Table Text Block]

Management's estimate of the aggregate redemption amount of all put rights that the Company could be required to pay at varying dates through fiscal 2022 is as follows (in thousands):

	July 31, 2014		October 31, 2013
Redeemable at fair value		$27,969		$47,839
Redeemable based on a multiple of future earnings	10,136		11,379
Redeemable noncontrolling interests		$38,105		$59,218

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Changes in the components of accumulated other comprehensive income (loss) for the nine months ended July 31, 2014 are as follows (in thousands):

	Foreign Currency Translation			Pension Benefit Obligation		Accumulated Other Comprehensive Income (Loss)
Balances at October 31, 2013		($466	)		$610		$144
Unrealized loss	(2,715		)	—		(2,715		)
Balances at July 31, 2014		($3,181	)		$610		($2,571	)

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NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS (Tables)

9 Months Ended

Jul. 31, 2014

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

The computation of basic and diluted net income per share attributable to HEICO shareholders is as follows (in thousands, except per share data):

	Nine months ended July 31,				Three months ended July 31,
	2014		2013		2014		2013
Numerator:
Net income attributable to HEICO		$89,188		$72,605		$33,366		$28,947
Denominator:
Weighted average common shares outstanding - basic	66,442		66,275		66,497		66,342
Effect of dilutive stock options	985		620		977		673
Weighted average common shares outstanding - diluted	67,427		66,895		67,474		67,015
Net income per share attributable to HEICO shareholders:
Basic		$1.34		$1.10		$.50		$.44
Diluted		$1.32		$1.09		$.49		$.43
Anti-dilutive stock options excluded	430		826		442		799

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FAIR VALUE MEASUREMENTS, Level 3 contingent consideration (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Oct. 31, 2013
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Decrease in value of contingent consideration	$ (19,516)	$ (1,195)
Accrued expenses and other current liabilities	86,067		105,734
Other long-term liabilities	86,623		83,976
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balances as of October 31, 2013, Liabilities	29,310
Decrease in value of contingent consideration	(19,516)
Balances as of July 31, 2014, Liabilities	9,794
Accrued expenses and other current liabilities	2,090
Other long-term liabilities	7,704
Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	$ 9,794

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GOODWILL AND OTHER INTANGIBLE ASSETS, Identifiable Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014	Oct. 31, 2013
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 229,836	$ 237,136
Accumulated Amortization	(70,778)	(52,568)
Net Carrying Amount	159,058	184,568
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Asset Gross Carrying Amount	284,957	294,126
Intangible Asset Net Carrying Amount	214,179	241,558
Trade Names [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Indefinite Lived Intangible Assets, Carrying Amount	55,121	56,990
Net Carrying Amount	55,121	56,990
Customer Relationships [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	148,786	156,801
Accumulated Amortization	(51,109)	(38,461)
Net Carrying Amount	97,677	118,340
Intellectual Property [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	75,599	75,095
Accumulated Amortization	(16,036)	(10,795)
Net Carrying Amount	59,563	64,300
Licensing Agreements [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	2,900	2,900
Accumulated Amortization	(1,579)	(1,381)
Net Carrying Amount	1,321	1,519
Noncompete Agreements [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	1,125	1,132
Accumulated Amortization	(1,125)	(1,132)
Net Carrying Amount	0	0
Patents [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	710	642
Accumulated Amortization	(394)	(351)
Net Carrying Amount	316	291
Trade Names [Member]
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	716	566
Accumulated Amortization	(535)	(448)
Net Carrying Amount	$ 181	$ 118

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Net income from consolidated operations	$ 37,352	$ 34,768	$ 102,694	$ 88,798
Other comprehensive (loss) income:
Foreign currency translation adjustments	(2,064)	598	(2,715)	842
Total other comprehensive (loss) income	(2,064)	598	(2,715)	842
Comprehensive income from consolidated operations	35,288	35,366	99,979	89,640
Less: Comprehensive income attributable to noncontrolling interests	3,986	5,821	13,506	16,193
Comprehensive income attributable to HEICO	$ 31,302	$ 29,545	$ 86,473	$ 73,447

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ACQUISITIONS

9 Months Ended

Jul. 31, 2014

Business Acquisition [Line Items]

Business Combination Disclosure [Text Block]

ACQUISITION

In June 2014, the Company, through a subsidiary of its HEICO Flight Support Corp. subsidiary, acquired certain assets and liabilities of Quest Aviation Supply, Inc. (“Quest Aviation”). Quest Aviation is a niche supplier of parts to repair thrust reversers on various aircraft engines. The purchase price of this acquisition was paid in cash, principally using proceeds from the Company's revolving credit facility.

The total consideration and related allocation to the tangible and identifiable intangible assets acquired and liabilities assumed for the acquisition of Quest Aviation is not material or significant to the Company’s condensed consolidated financial statements. The operating results of Quest Aviation were included in the Company’s results of operations from the effective acquisition date. The amount of net sales and earnings of Quest Aviation included in the Condensed Consolidated Statement of Operations is not material. Had the Quest Aviation acquisition been consummated as of November 1, 2012, net sales, net income from consolidated operations, net income attributable to HEICO, and basic and diluted net income per share attributable to HEICO shareholders on a pro forma basis for the nine and three months ended July 31, 2014 and 2013 would not have been materially different than the reported amounts.

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COMMITMENTS AND CONTINGENCIES (Details Textuals) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Jul. 31, 2014
Commitments and Contingencies (Textuals) [Abstract]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 2.8
Standby letter of credit to meet the security requirement of its insurance company for potential workers'compensation claims	$ 1.5

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OPERATING SEGMENTS (Tables)

9 Months Ended

Jul. 31, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information [Table Text Block]

Information on the Company’s two operating segments, the Flight Support Group ("FSG"), consisting of HEICO Aerospace and HEICO Flight Support Corp. and their collective subsidiaries; and the Electronic Technologies Group ("ETG"), consisting of HEICO Electronic Technologies Corp. and its subsidiaries, for the nine and three months ended July 31, 2014 and 2013, respectively, is as follows (in thousands):

					Other, Primarily Corporate and Intersegment			Consolidated Totals
	Segment
	FSG		ETG
Nine months ended July 31, 2014:
Net sales		$568,038		$279,298		($7,248	)		$840,088
Depreciation and amortization	14,883		20,782		605			36,270
Operating income	103,323		62,495		(16,149		)	149,669
Capital expenditures	7,339		4,364		558			12,261
Nine months ended July 31, 2013:
Net sales		$475,560		$250,179		($4,408	)		$721,331
Depreciation and amortization	9,772		15,542		586			25,900
Operating income	87,190		57,311		(16,468		)	128,033
Capital expenditures	7,733		5,498		265			13,496
Three months ended July 31, 2014:
Net sales		$191,561		$102,065		($2,596	)		$291,030
Depreciation and amortization	5,020		6,911		200			12,131
Operating income	34,234		21,455		(5,576		)	50,113
Capital expenditures	3,083		1,605		88			4,776
Three months ended July 31, 2013:
Net sales		$181,331		$87,401		($1,599	)		$267,133
Depreciation and amortization	4,069		5,226		200			9,495
Operating income	32,649		21,516		(5,759		)	48,406
Capital expenditures	2,435		1,673		123			4,231

Schedule of Reconciliation of Assets from Segment to Consolidated [Table Text Block]

Total assets by operating segment as of July 31, 2014 and October 31, 2013 are as follows (in thousands):

	Segment				Other, Primarily Corporate		Consolidated Totals
	FSG		ETG
Total assets as of July 31, 2014		$678,546		$721,775		$106,802		$1,507,123
Total assets as of October 31, 2013	679,839		759,807		93,369		1,533,015

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SELECTED FINANCIAL STATEMENT INFORMATION SELECTED FINANCIAL STATEMENT INFORMATION, Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jul. 31, 2014	Jul. 31, 2013	Jul. 31, 2014	Jul. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Line Items]
Starting Balance			$ 144
Unrealized loss	(2,064)	598	(2,715)	842
Ending Balance	(2,571)		(2,571)
Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Starting Balance			(466)
Unrealized loss			(2,715)
Ending Balance	(3,181)		(3,181)
Pension Benefit Obligation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Starting Balance			610
Unrealized loss			0
Ending Balance	$ 610		$ 610

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jul. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation [Policy Text Block]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of HEICO Corporation and its subsidiaries (collectively, “HEICO,” or the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Therefore, the condensed consolidated financial statements do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2013. The October 31, 2013 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income, statements of shareholders' equity and statements of cash flows for such interim periods presented. The results of operations for the nine months ended July 31, 2014 are not necessarily indicative of the results which may be expected for the entire fiscal year.

Stock Split [Policy Text Block]

StockSplit

All applicable fiscal 2013 share and per share information has been adjusted retrospectively to reflect a 5-for-4 stock split effected in October 2013.

New Accounting Pronouncements [Policy Text Block]

New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires disclosure about changes in and amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The Company adopted ASU 2013-02 in the first quarter of fiscal 2014, resulting in only expanded disclosure regarding the changes in accumulated other comprehensive income and no impact on the Company's consolidated results of operations, financial position or cash flows.

In March 2013, the FASB issued ASU 2013-05, “Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity,” which clarifies the applicable guidance for the release of any cumulative translation adjustments into net earnings. ASU 2013-05 specifies that the entire amount of cumulative translation adjustments should be released into earnings when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity and the sale or transfer results in the complete or substantially complete liquidation of the investment in the foreign entity. ASU 2013-05 is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2013, or in fiscal 2015 for HEICO. Early adoption is permitted. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides a comprehensive new revenue recognition model that will supersede nearly all existing revenue recognition guidance. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2016, or in fiscal 2018 for HEICO. Early adoption is not permitted. ASU 2014-09 shall be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating which transition method it will elect and the effect the adoption of this guidance will have on its consolidated results of operations, financial position or cash flows.