10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For The Quarterly Period Ended September 30, 2010

Commission File No. 0-18348

BE AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	06-1209796
(State of Incorporation)	(I.R.S. Employer Identification No.)

1400 Corporate Center Way

Wellington, Florida  33414

(Address of principal executive offices)

(561) 791-5000

(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 (do not check if a smaller reporting company) [  ] 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 registrant has one class of common stock, $0.01 par value, of which 102,260,394 shares were outstanding as of November 1, 2010.

BE AEROSPACE, INC.

Form 10-Q for the Quarter Ended September 30, 2010

Table of Contents

		Page
Part I	Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009	3
	Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 2010 and September 30, 2009	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and September 30, 2009	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
Part II	Other Information
Item 6.	Exhibits	23
Signatures		24

PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BE AEROSPACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions, Except Share Data)

	September 30,			December 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	834.1		$	120.1
Accounts receivable – trade, less allowance for doubtful
accounts ($6.5 at September 30, 2010 and $7.4 at December 31, 2009)		280.7			222.5
Inventories, net		1,281.2			1,247.4
Deferred income taxes, net		--			12.1
Other current assets		26.9			20.5
Total current assets		2,422.9			1,622.6
Property and equipment, net of accumulated depreciation
($201.1 at September 30, 2010 and $181.5 at December 31, 2009)		119.8			114.3
Goodwill		694.8			703.2
Identifiable intangible assets, net		321.7			337.4
Deferred income taxes, net		18.1			15.3
Other assets, net		50.3			47.3
	$	3,627.6		$	2,840.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	168.1		$	142.7
Accrued liabilities		247.0			192.8
Current maturities of long-term debt		0.5			0.2
Total current liabilities		415.6			335.7
Long-term debt, net of current maturities		1,588.6			1,018.5
Deferred income taxes, net		9.3			7.1
Other non-current liabilities		31.3			31.3
Commitments, contingencies and off-balance sheet
arrangements (Note 7)
Stockholders' equity:
Preferred stock, $0.01 par value; 1.0 million shares
authorized; no shares outstanding		--			--
Common stock, $0.01 par value; 200.0 million shares
authorized; 102.5 million shares issued as of September 30, 2010
and 102.4 million shares issued as of December 31, 2009		1.0			1.0
Additional paid-in capital		1,563.2			1,525.1
Retained earnings		65.0			(47.1	)
Accumulated other comprehensive loss		(46.4	)		(31.5	)
Total stockholders' equity		1,582.8			1,447.5
	$	3,627.6		$	2,840.1

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

(In Millions, Except Per Share Data)

	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,		September 30,		September 30,		September 30,
	2010		2009		2010		2009
Revenues	$	495.0	$	459.8	$	1,442.4	$	1,458.3
Cost of sales		311.1		297.7		916.4		954.2
Selling, general and administrative		71.9		65.2		210.6		205.3
Research, development and engineering		28.6		27.3		81.2		74.6
Operating earnings		83.4		69.6		234.2		224.2
Operating earnings, as percentage
of revenues		16.8%		15.1%		16.2%		15.4%
Interest expense, net		21.5		22.7		62.2		67.7
Debt prepayment costs		--		--		2.5		--
Earnings before income taxes		61.9		46.9		169.5		156.5
Income taxes		20.9		10.8		57.4		47.8
Net earnings	$	41.0	$	36.1	$	112.1	$	108.7
Net earnings per common share:
Basic	$	0.41	$	0.37	$	1.13	$	1.10
Diluted	$	0.41	$	0.36	$	1.11	$	1.10
Weighted average common shares:
Basic		99.7		98.5		99.5		98.4
Diluted		101.0		99.5		100.7		99.1

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Millions)

	NINE MONTHS ENDED
	September 30,			September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	112.1		$	108.7
Adjustments to reconcile net earnings to net cash flows provided by
operating activities:
Depreciation and amortization		37.6			36.9
Provision for doubtful accounts		1.6			(0.2	)
Non-cash compensation		20.7			17.9
Debt prepayment costs		2.5			--
Loss on disposal of property and equipment		6.0			2.5
Tax benefits realized from prior exercises of employee stock options		(17.2	)		--
Deferred income taxes		46.5			35.8
Changes in operating assets and liabilities:
Accounts receivable		(61.3	)		37.4
Inventories		(42.5	)		(135.6	)
Other current assets and other assets		2.0			14.3
Payables, accruals and other liabilities		63.3			(95.2	)
Net cash provided by operating activities		171.3			22.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(29.2	)		(21.8	)
Other, net		(0.1	)		--
Net cash used in investing activities		(29.3	)		(21.8	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		0.2			0.8
Tax benefits realized from prior exercises of employee stock options		17.2			--
Proceeds from long-term debt, net of debt original issue discount		645.6			--
Principal payments on long-term debt		(75.2	)		(4.5	)
Debt origination and prepayment costs		(13.7	)		--
Net cash provided by (used in) financing activities		574.1			(3.7	)
Effect of foreign exchange rate changes on cash and cash equivalents		(2.1	)		0.7
Net increase (decrease) in cash and cash equivalents		714.0			(2.3	)
Cash and cash equivalents, beginning of period		120.1			168.1
Cash and cash equivalents, end of period	$	834.1		$	165.8
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest	$	42.8		$	76.8
Income taxes		12.0			12.1

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - In Millions, Except Per Share Data)

Note 1.Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  All adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the condensed consolidated financial statements.  The results of operations for the periods presented are not n ecessarily indicative of the results expected for the full fiscal year or for any future period.  The information included in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the BE Aerospace, Inc. (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

The preparation of 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 and related disclosures.  Actual results could differ from those estimates.

Note 2.New Accounting Standards

On February 24, 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-09 Subsequent Events - Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09), which amends FASB Accounting Standards Codification (ASC) 855, Subsequent Events.  According to this standard, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements.  ASU No. 2010-09 was effective immediately and the Company adopted these new requirements in the first quarter of 2010.

In the first quarter of 2009, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (ASC 820), for financial assets and liabilities recognized or disclosed at fair value.  ASC 820 defines fair value and expands disclosures about fair value measurements.  These definitions apply to other accounting standards that use fair value measurements and may change the application of certain measurements used in current practice.  For non-financial assets and liabilities, the effective date was the beginning of fiscal year 2010, except for items that are recognized or disclosed at fair value on a recurring basis.  The adoption of ASC 820 for these assets and liabilities did not have a material effect on the Company’s consolida ted financial statements.

Note 3.Inventories

Inventories are stated at the lower of cost or market. Cost is determined using FIFO or the weighted average cost method.  Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and inventory items with long procurement cycles, some of which are not expected to be realized within one year.  Inventories consist of the following:

	September 30, 2010		December 31, 2009
Purchased materials and component parts	$	121.6	$	112.9
Work-in-process		23.8		25.1
Finished goods (primarily consumables products)		1,135.8		1,109.4
	$	1,281.2	$	1,247.4

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Note 4.Goodwill and Intangible Assets

The table below sets forth the intangible assets by major asset class, all of which were acquired through business purchase transactions:

			September 30, 2010
							Net
	Useful Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Acquired technologies		10-40	$	101.6	$	40.8	$	60.8
Trademarks and patents		1-20		28.5		18.9		9.6
Technical qualifications, plans
and drawings		18-30		30.5		23.4		7.1
Replacement parts annuity
and product approvals		18-30		39.9		33.9		6.0
Customer contracts and relationships		8-30		264.1		26.5		237.6
Covenants not to compete and
other identified intangibles		3-14		9.7		9.1		0.6
			$	474.3	$	152.6	$	321.7

Amortization expense on identifiable intangible assets was approximately $5.2 for the three month periods ended September 30, 2010 and 2009,  and $15.5 and $15.4 for the nine month periods ended September 30, 2010 and 2009, respectively. The Company expects to report amortization expense of approximately $23 in each of the next five fiscal years. The Company expenses costs to renew or extend the term of a recognized intangible asset.

Goodwill declined approximately $8.4 during the nine months ended September 30, 2010 as a result of foreign currency translations.

Note 5.Long-Term Debt

On September 16, 2010, the Company issued $650.0 aggregate principal amount of its 6.875% Senior Unsecured Notes due 2020 (the “6.875% Notes”), in an offering registered pursuant to the Securities Act of 1933, as amended. As of September 30, 2010, long-term debt consisted of $644.2 of the 6.875% Notes (net of original issue discount), $600.0 aggregate principal amount of the Company’s 8.5% Senior Unsecured Notes due 2018 (the “8.5% Notes”) and $343.4 outstanding under the six-year term loan facility, due July 2014, (Term Loan Facility) of the Company’s senior secured credit facility (Credit Agreement). Pursuant to the terms of the Credit Agreement, the net proceeds from the issuance of the 6.875% Notes, of approximately $644.2 may only be used for acquisitions or to repay amounts outstanding under the Credit Agreement.

The Credit Agreement consists of (a) a $350.0 five-year revolving credit facility (Revolving Credit Facility) and (b) the Term Loan Facility.  Borrowings under the Revolving Credit Facility and Term Loan Facility bear interest at an annual rate equal to the London interbank offered rate (LIBOR) (as defined in the Credit Agreement) plus 275 basis points or Prime (as defined in the Credit Agreement) plus 175 basis points. As of September 30, 2010, the rate under the Revolving Credit Facility was 5.75%. There were no amounts outstanding under the Revolving Credit Facility as of September 30, 2010.  As of September 30, 2010, the rate under the Term Loan Facility was 5.75%.

Letters of credit outstanding under the Credit Agreement aggregated $4.8 at September 30, 2010.

The Credit Agreement contains an interest coverage ratio financial covenant (as defined in the Credit Agreement) that must be maintained at a level greater than 2.50 to 1. The Credit Agreement also contains a total leverage ratio covenant (as defined in the Credit Agreement) which limits net debt to a 4.00 to 1 multiple of EBITDA (as defined in the Credit Agreement).  The Credit Agreement is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants and conditions precedent for borrowings.  The Company was in compliance with all of the covenants in the Credit Agreement as of September 30, 2010.

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Note 6.Fair Value Measurements

All financial instruments are carried at amounts that approximate estimated fair value. The fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. Assets measured at fair value are categorized based upon the lowest level of significant input to the valuations.

Level 1 – quoted prices in active markets for identical assets and liabilities.

Level 2 – observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 – unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

The carrying amounts of cash and cash equivalents (which the Company classifies as Level 1 assets), accounts receivable-trade, and accounts payable represent their respective fair values due to their short term nature.  The carrying amount of the Company’s debt under the Term Loan Facility is a reasonable estimate of its fair value as interest is based upon floating market rates. The fair value of the Company’s 8.5% Notes, based on market prices for publicly-traded debt, was $654.0 and $636.0 as of September 30, 2010, and December 31, 2009, respectively. The fair value of the Company’s 6.875% Notes, based on market prices for publicly-traded debt was $663.0 as of September 30, 2010.

Note 7.Commitments, Contingencies and Off-Balance Sheet Arrangements

Lease Commitments — The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions.  Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the condensed consolidated balance sheet.  At September 30, 2010, future minimum lease payments under these arrangements totaled approximately $145.5; the majority of which related to the long-term real estate leases.

Indemnities, Commitments and Guarantees — During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions.  These indemnities include non-infringement of patents and intellectual property indemnities to the Company's customers in connection with the delivery, design, manufacture and sale of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements.  The duration of these indemnities, commitments and guarantees varies, and in certain cases is indefinite.  The Company believes t hat substantially all of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events which are not reasonably determinable.  Management believes that any liability for these indemnities, commitments and guarantees would not have a material effect on the Company’s condensed consolidated financial statements.  Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.

Product Warranty Costs – Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various relevant factors, including the Company's stated warranty policies and practices, the historical frequency of claims and the cost to replace or repair its products under warranty.

8

	NINE MONTHS ENDED
	September 30,			September 30,
	2010			2009
Beginning balance	$	26.6		$	22.4
Accruals during the period		21.6			18.6
Settlements made		(12.8	)		(17.4	)
Ending balance	$	35.4		$	23.6

Note 8.Accounting for Stock-Based Compensation

The Company has a Long Term Incentive Plan (LTIP) under which the Company’s Compensation Committee has the authority to grant stock options, stock appreciation rights, restricted stock, restricted stock units or other forms of equity.

Compensation cost generally is being recognized on a straight-line basis over the vesting period of the shares.  Share-based compensation of $6.6 and $20.1 was recognized during the three and nine month periods ended September 30, 2010 related to the equity grants made pursuant to the LTIP.  Unrecognized compensation expense related to equity grants, including the estimated impact of any future forfeitures, was $34.2 at September 30, 2010.

The Company has established a qualified Employee Stock Purchase Plan which allows qualified employees (as defined in the Employee Stock Purchase Plan) to purchase shares of the Company's common stock at a price equal to 85% of the closing price at the end of each semi-annual stock purchase period.  Compensation cost for this plan was not material to any of the periods presented.

Note 9.Segment Reporting

The Company is organized based on the products and services it offers.  The Company’s reportable segments, which are also its operating segments, are comprised of consumables management, commercial aircraft and business jet.

The Company has six reporting units, which were determined based on materiality and on the guidelines contained in FASB ASC Topic 350, Subtopic 20, Section 35.  Each reporting unit represents either (a) an operating segment (which is also a reportable segment) or (b) a component of an operating segment, which constitutes a business, for which there is discrete financial information available that is regularly reviewed by segment management.

The Company evaluates segment performance based on segment operating earnings or losses. Each segment reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operating decision-making group. This group is presently comprised of the Chairman and Chief Executive Officer, the President and Chief Operating Officer, and the Senior Vice President and Chief Financial Officer. Each operating segment has separate management teams and infrastructures dedicated to providing a full range of products and services to their respective customers.

The Company has not included product line information due to the similarity of commercial aircraft segment (CAS) product offerings and the impracticality of determining such information for the consumables management segment (CMS).

The following table presents revenues and operating earnings by reportable segment:

9

	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,		September 30,		September 30,		September 30,
	2010		2009		2010		2009
Revenues
Consumables management	$	193.1	$	181.0	$	572.3	$	617.0
Commercial aircraft		250.2		222.5		716.7		672.3
Business jet		51.7		56.3		153.4		169.0
	$	495.0	$	459.8	$	1,442.4	$	1,458.3
Operating earnings (1)
Consumables management	$	40.5	$	33.5	$	115.5	$	116.7
Commercial aircraft		38.7		29.8		109.1		89.9
Business jet		4.2		6.3		9.6		17.6
		83.4		69.6		234.2		224.2
Interest expense		21.5		22.7		62.2		67.7
Debt prepayment costs		--		--		2.5		--
Earnings before income taxes	$	61.9	$	46.9	$	169.5	$	156.5

(1)   Operating earnings include an allocation of corporate general and administrative and employee benefits costs based on the proportion of each segment’s revenues and number of employees, respectively.

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,		September 30,		September 30,		September 30,
	2010		2009		2010		2009
Capital expenditures
Consumables management	$	3.9	$	3.7	$	8.6	$	12.5
Commercial aircraft		7.3		2.1		18.2		7.7
Business jet		1.0		0.4		2.4		1.6
	$	12.2	$	6.2	$	29.2	$	21.8

The following table presents goodwill by reportable segment:

	September 30,		December 31,
	2010		2009
Goodwill
Consumables management	$	447.5	$	452.4
Commercial aircraft		158.6		162.1
Business jet		88.7		88.7
	$	694.8	$	703.2

The following table presents total assets by reportable segment:

	September 30,		December 31,
	2010		2009
Total assets (2)
Consumables management	$	2,322.2	$	1,808.9
Commercial aircraft		952.8		762.9
Business jet		352.6		268.3
	$	3,627.6	$	2,840.1

(2)  Corporate assets (primarily cash) of $874.1 and $144.6 at September 30, 2010 and December 31, 2009, respectively, have been allocated to the above segments based on each segment’s respective percentage of total assets.

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Note 10.Net Earnings Per Common Share

Basic net earnings per common share is computed using the weighted average common shares outstanding during the period. Diluted net earnings per common share is computed by using the weighted average common shares outstanding including the dilutive effect of stock options, shares issued under the Employee Stock Purchase Plan and restricted shares based on an average share price during the period.  For the three months ended September 30, 2010 and 2009 and for the nine months ended September 30, 2010 and 2009, securities totaling approximately 0.5 and 0.8, and 0.5 and 1.1, respectively, were excluded from the determination of diluted earnings per common share because their effect would have been anti-dilutive. The computations of basic and diluted earnings per share for the three and nine months ended September 30, 2010 and 200 9, respectively, are as follows:

	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,		September 30,		September 30,		September 30,
	2010		2009		2010		2009
Net earnings	$	41.0	$	36.1	$	112.1	$	108.7
Basic weighted average common shares		99.7		98.5		99.5		98.4
Effect of dilutive stock options and
employee stock puchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		1.2		0.9		1.1		0.6
Diluted weighted average common shares		101.0		99.5		100.7		99.1
Basic net earnings per share	$	0.41	$	0.37	$	1.13	$	1.10
Diluted net earnings per share	$	0.41	$	0.36	$	1.11	$	1.10

Note 11.            Comprehensive Earnings

Comprehensive earnings is defined as all changes in a company's net assets except changes resulting from transactions with stockholders. It differs from net earnings in that certain items currently recorded to equity would be a part of comprehensive earnings.

The following table sets forth the computation of comprehensive earnings for the periods presented:

	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,		September 30,		September 30,			September 30,
	2010		2009		2010			2009
Net earnings	$	41.0	$	36.1	$	112.1		$	108.7
Other comprehensive earnings:
Foreign exchange translation
and other adjustments		35.0		2.6		(14.9	)		15.7
Comprehensive earnings	$	76.0	$	38.7	$	97.2		$	124.4

Note 12.Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740 Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

As of September 30, 2010 and December 31, 2009, the Company had $17.2 and $15.9, respectively, of net unrecognized tax benefits.  This amount of unrecognized tax benefits, if recognized, would affect the effective tax rate.

The Company classifies interest and penalties related to tax matters as a component of income tax expense. As of September 30, 2010 and December 31, 2009, the accrual related to interest and penalties was insignificant.

The Company recently completed its U.S. federal income tax examination for fiscal year 2006 with immaterial adjustments, and with minor exceptions, the Company is currently open to audit by the tax authorities for the three tax years ending December 31, 2009. There are currently no income tax audits in progress.

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Note 13.Subsequent Events

On October 26, 2010, the Company acquired the TSI Group (TSI) for approximately $310 million in cash. TSI is the market leader in the design, engineering and manufacturing of customized, fully integrated, thermal management and interconnect solutions that address complex power management requirements of a broad range of customers in the aerospace industry.

On October 27, 2010, the Company acquired the aerospace fastener distribution business of Satair A/S (“Satair”), a distributor of consumables to European and Asia Pacific aerospace manufacturers and their suppliers. The purchase price was approximately $162 million in cash.

Given the recent timing of the TSI and Satair acquisitions, the Company has not yet completed the initial accounting in this Form 10-Q for those acquisitions and accordingly has not included all the required disclosures for business combinations.

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BE AEROSPACE, INC.

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
	AND RESULTS OF OPERATIONS
	(In Millions, Except Per Share Data)

OVERVIEW

The following discussion and analysis addresses the results of our operations for the three and nine months ended September 30, 2010, as compared to our results of operations for the three and nine months ended September 30, 2009. In addition, the discussion and analysis addresses our liquidity, financial condition and other matters for these periods.

Based on our experience in the industry, we believe that we are the world’s largest manufacturer of cabin interior products for commercial aircraft and for business jets, and the leading aftermarket distributor and value added service provider of aerospace fasteners and other consumable products. We sell our manufactured products directly to virtually all of the world’s major airlines and aerospace manufacturers. In addition, based on our experience, we believe that we have achieved leading global market positions in each of our major product categories which include:

• distribution of a broad line of aerospace fasteners and consumables such as seals, bearings and electrical components, covering over 275,000 stock keeping units (SKUs) serving the commercial aircraft, business jet and military and defense industries;

• the world’s largest manufacturer of aircraft cabin equipment such as, commercial aircraft seats, including an extensive line of super first class, first class, business class, tourist class and regional aircraft seats;

• a full line of aircraft food and beverage preparation and storage equipment, including coffeemakers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens which includes microwave, high heat convection and steam ovens;

• both chemical and gaseous aircraft oxygen delivery, distribution and storage systems, protective breathing equipment and lighting products; and

• business jet and general aviation interior products, including an extensive line of executive aircraft seats, direct and indirect overhead lighting systems, oxygen delivery systems, air valve systems, high-end furniture and cabinetry.

We also provide comprehensive aircraft cabin interior reconfiguration and passenger-to-freighter conversion engineering services and component kits.

We conduct our operations through strategic business units that have been aggregated under three reportable segments: consumables management, commercial aircraft and business jet.

Revenues by reportable segment for the three and nine month periods ended September 30, 2010 and September 30, 2009, respectively, were as follows:

	THREE MONTHS ENDED										NINE MONTHS ENDED
	September 30, 2010					September 30, 2009					September 30, 2010					September 30, 2009
	Revenues		% of  Revenues			Revenues		% of  Revenues			Revenues		% of  Revenues			Revenues		% of  Revenues
Consumables management	$	193.1		39.0	%	$	181.0		39.4	%	$	572.3		39.7	%	$	617.0		42.3%
Commercial aircraft		250.2		50.6	%		222.5		48.4	%		716.7		49.7	%		672.3		46.1%
Business jet		51.7		10.4	%		56.3		12.2	%		153.4		10.6	%		169.0		11.6%
Total	$	495.0		100.0	%	$	459.8		100.0	%	$	1,442.4		100.0	%	$	1,458.3		100.0%

Revenues by geographic area (based on destination) for the three and nine month periods ended September 30, 2010 and September 30, 2009, respectively, were as follows:

	THREE MONTHS ENDED										NINE MONTHS ENDED
	September 30, 2010					September 30, 2009					September 30, 2010					September 30, 2009
			% of					% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
United States	$	261.4		52.8	%	$	220.9		48.0	%	$	741.6		51.4	%	$	725.5		49.8%
Europe		120.4		24.3	%		109.3		23.8	%		347.6		24.1	%		335.7		23.0%
Asia, Pacific Rim,
Middle East and
Other		113.2		22.9	%		129.6		28.2	%		353.2		24.5	%		397.1		27.2%
Total	$	495.0		100.0	%	$	459.8		100.0	%	$	1,442.4		100.0	%	$	1,458.3		100.0%

Revenues from our domestic and foreign operations for the three and nine month periods ended September 30, 2010 and September 30, 2009, respectively, were as follows:

	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Domestic	$	348.8	$	332.8	$	1,035.6	$	1,054.2
Foreign		146.2		127.0		406.8		404.1
Total	$	495.0	$	459.8	$	1,442.4	$	1,458.3

New product development is a strategic initiative for us. Our customers regularly request that we engage in new product development and enhancement activities. We believe these activities protect and enhance our leadership position. We believe our investments in research and development over the past several years have been a driving force behind our ongoing market share gains. Research, development and engineering spending was approximately 5.6% of sales during 2010 and is expected to remain at approximately 5%-6% of sales for the next several years.

We also believe in providing our businesses with the tools required to remain competitive. In that regard, we have invested, and intend to continue to invest, in property and equipment that enhances our productivity. Taking into consideration recent program awards to deliver multi-year programs for the A350, our targeted capacity utilization levels, recent acquisitions and current industry conditions, we expect that our capital expenditures will be approximately $80 over the next twelve months.

The global traffic decrease in 2009 was the largest decrease in history and reflected the drop in global gross domestic product.  In response to this economic environment, airlines, aircraft OEMs, subcontractors and maintenance, repair and overhaul centers (MRO’s) implemented stringent cash conservation measures, which resulted in a reduction in the global fleet capacity, delays and cancellation of new aircraft purchases, the deferral of fleet refurbishment programs and a massive destocking of consumables and spare parts.

Many of the important global airline metrics are positive. International traffic was up approximately 6.4% year-over-year in August and is up approximately 8% year-to-date. Over the same year-to-date period international passenger capacity has only increased approximately 3%. As a result, airline load factors, yields and profitability are at near record levels. However, while year-to-date international premium travel is also up 11%, the number of passengers purchasing premium class tickets is still about 11% below the pre-crisis peak. During the second quarter alone the global airline industry earned $4.4 billion and IATA now forecasts airlines to post aggregate global profits of a bout $9 billion in 2010. This would make 2010 one of the most profitable years in the past two decades.

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RESULTS OF OPERATION

THREE MONTHS ENDED SEPTEMBER 30, 2010,

AS COMPARED TO THREE MONTHS ENDED SEPTMEBER 30, 2009

($ in Millions, Except Per Share Data)

Consolidated Results

	REVENUES
	Three Months Ended September 30,
					Percent
	2010		2009		Change
Consumables management	$	193.1	$	181.0		6.7%
Commercial aircraft		250.2		222.5		12.4%
Business jet		51.7		56.3		-8.2%
Total	$	495.0	$	459.8		7.7%

Revenues in the third quarter of 2010 of $495.0 increased by $35.2, or 7.7%, as compared with the third quarter of the prior year.  The increase in revenues was the result of the $27.7, or 12.4%, increase in revenues at the commercial aircraft segment (CAS) and the $12.1 or 6.7%, increase in revenues at the consumables management segment (CMS), which was partially offset by a lower level of business jet segment revenues.

Cost of sales for the current period was $311.1, or 62.8% of sales, as compared with cost of sales of $297.7, or 64.7% of sales, in the third quarter of the prior year.  The 190 basis point decrease in cost of sales percentage (190 basis point increase in gross margin) is due to product mix, including a double digit increase in spares revenues in the current year period, successful cost reduction activities, global sourcing strategies and ongoing operational efficiency initiatives.

Selling, general and administrative (SG&A) expenses for the third quarter of 2010 were $71.9, or 14.5% of revenues, as compared with SG&A of $65.2 or 14.2% of revenues during the same period in 2009.  The higher level of SG&A in the current period is primarily due to marketing ($3.1) and professional service fees ($2.3).

Research, development and engineering expense for the third quarter of 2010 was $28.6, or 5.8% of revenues, as compared with $27.3, or 5.9% of revenues, during the same period in 2009.  The $1.3 increase in spending is primarily due to new product development activities in our commercial aircraft segment.

Third quarter 2010 operating earnings of $83.4 increased 19.8% on the aforementioned 7.7% increase in revenues.  Operating margin in the current quarterly period was 16.8% and expanded by 170 basis points as compared with the prior year period as a result of the factors discussed above.

Interest expense of $21.5 for the third quarter of 2010 was $1.2 lower than interest expense in the same period in the prior year.

Third quarter 2010 earnings before income taxes were  $61.9 and  increased by $15.0, or 32.0%, as compared with earnings before income taxes in the prior year period due to a 7.7% increase in revenues, a 170 basis point expansion in operating margin and a 5.3% reduction in interest expense.

Income taxes for the three months ended September 30, 2010 were $20.9, or 33.8% of earnings before income taxes, as compared with income tax expense of $10.8, or 23.0% of earnings before income taxes, in the prior year period. The lower tax rate in 2009 was primarily due to the recognition of research and development tax credits.

Net earnings and net earnings per diluted share for the three months ended September 30, 2010 were $41.0 and $0.41, respectively, reflecting increases of 13.6% and 13.9%, respectively, compared to the same period in the prior year.

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Bookings during the third quarter of 2010 were approximately $545 representing a book-to-bill ratio of 1.1:1, and for the fourth consecutive quarter represented a book-to-bill ratio in excess of 1 to 1.  Backlog at September 30, 2010 stood at approximately $2,850.

Segment Results

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Three Months Ended September 30,
					Percent
	2010		2009		Change
Consumables management	$	40.5	$	33.5		20.9%
Commercial aircraft		38.7		29.8		29.9%
Business jet		4.2		6.3		-33.3%
Total	$	83.4	$	69.6		19.8%

Third quarter 2010 CMS revenues of $193.1 increased 6.7% as compared with the prior year. Third quarter 2010 CMS operating earnings of $40.5 increased 20.9% and operating margin of 21.0% expanded 250 basis points as compared with the third quarter of 2009. The 250 basis point improvement in operating margins at CMS was primarily due to the higher revenue level, an improved mix of products sold and ongoing operational efficiency initiatives.

Third quarter 2010 CAS revenues of $250.2 increased 12.4% as compared with the prior year period. CAS third quarter 2010 operating earnings were $38.7 or 15.5% of revenues, an increase of 29.9% as compared with the prior year period.  Third quarter 2010 operating margin expanded 210 basis points as compared with the prior year period primarily due to a double digit increase in spares revenues, an improved mix of products sold, global sourcing and ongoing operational efficiency initiatives.

Third quarter 2010 business jet segment revenues of $51.7 decreased 8.2% as compared with the prior year period.  Operating earnings of $4.2 decreased $2.1 or 33.3% as compared with the prior year period primarily as a result of an unfavorable mix of product revenues in the current year period.

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NINE MONTHS ENDED SEPTEMBER 30, 2010,

AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2009

($ in Millions, Except Per Share Data)

Consolidated Results

	REVENUES
	Nine Months Ended September 30,
					Percent
	2010		2009		Change
Consumables management	$	572.3	$	617.0		-7.2%
Commercial aircraft		716.7		672.3		6.6%
Business jet		153.4		169.0		-9.2%
Total	$	1,442.4	$	1,458.3		-1.1%

For the nine months ended September 30, 2010, revenues of $1,442.4 declined 1.1% as compared with the prior year period as the revenue increases in the second quarter and third quarter were not sufficient to completely offset the revenue decline in the first quarter of 2010 as compared with the first quarter of 2009.

Cost of sales in the current year period was $916.4, or 63.5% of sales, as compared with cost of sales of $954.2, or 65.4% of sales, during the first nine months of 2009.  The 190 basis point decrease in cost of sales percentage (190 basis point increase in gross margin) is due to an improved product mix, successful cost reduction activities, global sourcing initiatives and ongoing operational efficiency initiatives.

Selling, general and administrative expenses for the 2010 period were $210.6, or 14.6% of revenues, as compared with SG&A of $205.3 or 14.1% of revenues in 2009. The increase in SG&A in the current period is primarily due to marketing and professional service fees.

Research, development and engineering expenses for the 2010 period were $81.2, or 5.6% of revenues, as compared with $74.6, or 5.1% of sales, in 2009.  The $6.6 increase in spending is primarily due to new product development activities in our commercial aircraft segment.

Operating earnings for the current period of $234.2 increased by 4.5% as compared with the prior year period. Operating margin in the current period of 16.2% expanded 80 basis points, in spite of the lower revenue level.

Interest expense of $62.2 for the current nine month period was $5.5 lower than interest expense in the same period in the prior year. We recorded a $2.5 non-cash debt prepayment charge associated with the debt prepayment of $75.0 during the second quarter of 2010.

Earnings before income taxes for the nine months ended September 30, 2010 of $169.5 increased by $13.0 or 8.3%, as compared with earnings before income taxes in the prior year period due to the factors discussed above.

Income taxes for the nine months ended September 30 2010 were $57.4,or 33.9% of earnings before income taxes as compared with income tax expense of $47.8, or 30.5% of earnings before income taxes in 2009.  The lower tax rate in 2009 was primarily due to the recognition of research and development tax credits.

Net earnings and net earnings per diluted share for the nine months ended September 30, 2010 were $112.1 and $1.11, respectively, reflecting increases of 3.1% and 0.9%, respectively, as compared with the 2009 period.

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The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Nine Months Ended September 30,
					Percent
	2010		2009		Change
Consumables management	$	115.5	$	116.7		-1.0%
Commercial aircraft		109.1		89.9		21.4%
Business jet		9.6		17.6		-45.5%
Total	$	234.2	$	224.2		4.5%

CMS revenues of $572.3 declined 7.2% as compared with the prior year period, primarily as a result of lower revenues in the first quarter of 2010 as compared with the first quarter of 2009. CMS operating earnings declined 1.0% as compared with the prior year period due to the 7.2% lower level of revenues and operating margin of 20.2% increased 130 basis points.

CAS revenues of $716.7 increased 6.6% as compared with the prior year period.  CAS operating earnings were $109.1 or 15.2% of revenues, an increase of 21.4% as compared with the prior year period.  Current period operating margin expanded 180 basis points as compared with the prior year period primarily as a result of an improved mix of products sold, including a higher level of spares revenues and ongoing operational efficiency initiatives.

Business jet segment revenues of $153.4 declined 9.2% and operating earnings of $9.6 decreased $8.0 as compared with the prior year period, as a result of lower revenues, an unfavorable mix of product revenues and the negative impact of reduced operating leverage in the current year period.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of September 30, 2010, our net debt-to-net capital ratio was 32.3%.  Net debt was $755.0, which represented total debt of $1,589.1, less cash and cash equivalents of $834.1. There were no borrowings outstanding under the Revolving Credit Facility of our Senior Credit Agreement and we have no debt maturities until 2014. Cash on hand at September 30, 2010 increased by $714.0 as compared with cash on hand at December 31, 2009 as a result of our issuance of $650.0 aggregate principal amount of 6.875% Senior Unsecured Notes due 2020 (the “6.875% Notes”) and cash flows from operating activities less capital expenditures. The net proceeds from the issuance of the 6.875% Notes, of approximately $644.2 may only be used for acquisitions or to repay amounts outstanding under the Credit Agreement.

Working capital as of September 30, 2010 was $2,007.3, an increase of $720.4 as compared with working capital at December 31, 2009. As of September 30, 2010, total current assets increased by $800.3 and total current liabilities increased by $79.9. The increase in current assets related to an increase in cash of $714.0 (as described above) and a $58.2 increase in accounts receivable.  Accounts receivable at December 31, 2009 were lower than normal due to unusually strong year-end collections. Inventories increased by $33.8, principally at the consumables management segment, to support future revenue growth. The increase in total current liabilities was primarily due to an increase in accounts payable of $25. 4 and an increase of $54.2 in accrued liabilities. Accounts payable were lower at December 31, 2009 due to the timing of year-end vendor payments.  Accrued liabilities increased at September 30, 2010 as compared with December 31, 2009 primarily due to accrued interest ($14.7), accrued compensation expense ($5.2), deferred revenues ($9.2), and accrued warranties ($8.8).

Cash Flows

As of September 30, 2010, our cash and cash equivalents were $834.1 compared to $120.1 at December 31, 2009. Cash generated from operating activities was $171.3 for the nine months ended September 30, 2010, as compared to $22.5 in the same period in the prior year.  The primary sources of cash from operations during the nine months ended September 30, 2010 were net earnings of $112.1, depreciation and amortization of $37.6, non-cash compensation of $20.7, deferred income taxes of $46.5 and a higher level of accounts payable ($26.4) and accrued liabilities ($38.4). Offsetting these sources of cash were a $61.3 increase in accounts receivable and a $42.5 increase in inventories.

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Capital Spending

Our capital expenditures were $29.2 and $21.8 during the nine months ended September 30, 2010 and 2009, respectively.  We expect capital expenditures of approximately $80 over the next twelve months.  These capital expenditures are needed to support our recent program awards including the A350, and take into consideration our targeted capacity utilization levels, recent acquisitions and current industry conditions. We have, in the past, generally funded our capital expenditures with cash from operations and funds available to us under revolving bank credit facilities. We expect to fund future capital expenditures from cash on hand, from operations and from funds available to us under our Revolving Credit Facility of our Senior Credit Agreement.

Outstanding Debt and Other Financing Arrangements

Long-term debt at September 30, 2010 consisted principally of the 6.875% Notes, $600.0 aggregate principal amount of 8.5% Senior Notes due 2018 (the “8.5% Notes”) and $343.4 of term loan borrowings under the Term Loan Facility of our Senior Credit Agreement. Since the fourth quarter of 2009 we have prepaid $175.0 of long-term debt.

Borrowings under our Term Loan Facility and Revolving Credit Facility bear interest at an annual rate equal to LIBOR (as defined in the Senior Credit Agreement) plus 275 basis points or Prime (as defined in the Senior Credit Agreement) plus 175 basis points. As of September 30, 2010, the rate under the Term Loan Facility was 5.75%. As of September 30, 2010, the rate under the Revolving Credit Facility was 5.75%. There were no amounts outstanding under the Revolving Credit Facility as of September 30, 2010.

Contractual Obligations

The following table reflects our contractual obligations, represented by operating leases, purchase obligations, and commercial commitments as of September 30, 2010.  Commercial commitments include lines of credit, guarantees and other potential cash outflows resulting from a contingent event that requires performance by us or our subsidiaries pursuant to a funding commitment.

Contractual Obligations	2010		2011		2012		2013		2014		Thereafter		Total
Long-term debt and other non-current liabilities(1)	$	--	$	0.5	$	0.4	$	0.2	$	343.5	$	1,258.6	$	1,603.2
Operating leases		6.1		21.3		18.5		16.1		14.9		68.6		145.5
Purchase obligations(2)		11.3		10.7		7.7		4.7		2.0		1.7		38.1
Future interest payment on outstanding debt(3)		5.5		117.1		117.1		117.1		108.1		446.6		911.5
Total	$	22.9	$	149.6	$	143.7	$	138.1	$	468.5	$	1,775.5	$	2,698.3
Commercial Commitments
Letters of credit	$	4.8	$	--	$	--	$	--	$	--	$	--	$	4.8

(1)   Our liability for unrecognized tax benefits of $17.2 at September 30, 2010 has been omitted from the above table because we cannot determine with certainty when this liability will be settled.  It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a significant impact on our consolidated financial statements.

(2)   Occasionally, we enter into purchase commitments for production materials and other items.  We also enter into unconditional purchase obligations with various vendors and suppliers of goods and services in the normal course of operations through purchase orders, other documentation or with an invoice.  Such obligations are generally outstanding for periods less than a year and are settled by cash payments upon delivery of goods and services and are not reflected in purchase obligations in this table.

(3)   Future interest payments include amounts due under the 6.875% Notes and the 8.5% Notes and estimated amounts due on the $343.4 aggregate principal amount outstanding under our Term Loan Facility, based on the actual rate of interest at September 30, 2010. Actual interest payments under the Term Loan Facility will fluctuate based on LIBOR or Prime pursuant to the terms of the Credit Agreement.

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We believe that our cash flows, together with cash on hand and the availability under the Credit Agreement, provide us with the ability to fund our operations, make planned capital expenditures and make scheduled debt service payments for at least the next twelve months. However, such cash flows are dependent upon our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors, including the conditions of our markets, some of which are beyond our control. If, in the future, we cannot generate sufficient cash from operations to meet our debt service obligations, we will need to refinance such debt obligations, obtain additional financing or sell assets. We cannot assure you that our business will generate cash from operations or that we will be able to obtain fin ancing from other sources sufficient to satisfy our debt service or other requirements.

Off-Balance Sheet Arrangements

Lease Arrangements

We finance our use of certain equipment under committed lease arrangements provided by various financial institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected in our consolidated balance sheet.  Future minimum lease payments under these arrangements aggregated approximately $145.5 at September 30, 2010.

Indemnities, Commitments and Guarantees

During the normal course of business, we have made, and we may continue to make, certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to our customers in connection with the delivery, design, manufacture and sale of our products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. We believe that substantially all of our indemnities, commitments and guarantees provide for limitations on the maximum potential future payments we could be obligated to make. However, we are unable to estimate the maximum amount of liability related to our indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events which are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not have a material adverse effect to our accompanying condensed consolidated financial statements.

Deferred Tax Assets

We maintained a valuation allowance of approximately $10.5 as of September 30, 2010 primarily related to foreign tax credits and foreign net operating losses.

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described in Note 1 to Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.  There have been no changes to our critical accounting policies since December 31, 2009.

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, but are not limited to, all statements that do not relate solely to historical or current facts, including statements regarding acquisitions, the expected benefits derived from acquisitions, implementation and expected benefits of lean manufacturing and continuous improvement plans, our dealings with customers and partners, the consolidation of facilities, reduction of our workforce, integration of acquired businesses, ongoing capital expenditures, our ability to grow our business, the impact of the large number of grounded aircraft on demand for our produc ts and our underlying assets, the adequacy of funds to meet our capital requirements, the ability to refinance our indebtedness, if necessary, the reduction of debt, the potential impact of new accounting pronouncements, and the impact on our business of the recent decreases in passenger traffic and expected decreases in passenger traffic and the size of the airline fleet.  Such forward-looking statements include risks and uncertainties and our actual experience and results may differ materially from the experience and results anticipated in such statements. Factors that might cause such a difference include those discussed in our filings with the Securities and Exchange Commission, under the heading "Risk Factors" in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2009 as well as future events that may have the effect of reducing our available operating income and cash balances, such as unexpected operating losses, the impact of rising fuel prices on our airline customers, o utbreaks in national or international hostilities, natural disaster or other environmental occurrences, terrorist attacks, prolonged health issues which reduce air travel demand (e.g., SARS, Swine Flu, Icelandic volcano eruptions), delays in, or unexpected costs associated with, the integration of acquisitions, conditions in the airline industry, conditions in the business jet industry, regulatory developments, litigation costs, problems meeting customer delivery requirements, our success in winning new or expected refurbishment contracts from customers, capital expenditures, increased leverage, possible future acquisitions, facility closures, product transition costs, labor disputes involving us, our significant customers or airframe manufacturers, the possibility of a write-down of intangible assets, delays or inefficiencies in the introduction of new products, fluctuations in currency exchange rates or our inability to properly manage our rapid growth.

Except as required under the federal securities laws and rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein. These statements should be considered only after carefully reading the risk factors and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and this entire quarterly report on Form 10-Q.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of risks, including foreign currency fluctuations and changes in interest rates affecting the cost of our variable-rate debt.

Foreign Currency - We have direct operations in Europe that receive revenues from customers primarily in U.S. dollars, and we purchase raw materials and component parts from foreign vendors primarily in British pounds or euros. Accordingly, we are exposed to transaction gains and losses that could result from changes in foreign currency exchange rates relative to the U.S. dollar. The largest foreign currency exposure results from activity in British pounds and euros.

From time to time, we and our foreign subsidiaries may enter into foreign currency exchange contracts to manage risk on transactions conducted in foreign currencies. At September 30, 2010, we had no outstanding forward currency exchange contracts.  In addition, we have not entered into any other derivative financial instruments.

Interest Rates – At September 30, 2010, we had adjustable rate debt with a value totaling $343.4.  The weighted average interest rates for the adjustable rate debt was approximately 5.75% at September 30, 2010.  If interest rates on variable rate debt were to increase by 10% above current rates, our pretax income would decline by approximately $2.0 on an annualized basis. We do not engage in transactions intended to hedge our exposure to changes in interest rates.

As of September 30, 2010, we maintained a portfolio of securities consisting mainly of taxable, interest-bearing deposits with weighted average maturities of less than three months.  If short-term interest rates were to increase or decrease by 10%, we estimate interest income would increase or decrease by less than $0.2 on an annualized basis.

21

As of September 30, 2010, we maintained a portfolio of securities consisting mainly of taxable, interest-bearing deposits with weighted average maturities of less than three months.  If short-term interest rates were to increase or decrease by 10%, we estimate interest income would increase or decrease by less than $0.2 on an annualized basis.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness, of the design and operation of the Company’s disclosur e controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934), as of September 30, 2010.   Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the third quarter of 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

22

PART II – OTHER INFORMATION

ITEM 6.	EXHIBITS
	Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications
	31.1  Certification of Chief Executive Officer
	31.2  Certification of Chief Financial Officer
	Exhibit 32 - Section 1350 Certifications
	32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
	32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
	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 Label Linkbase Document
	101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

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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.

		BE AEROSPACE, INC.
Date: November 3, 2010	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and
		Chief Executive Officer
Date: November 3, 2010	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and
		Chief Financial Officer

24

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Amin J. Khoury, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of BE Aerospace, Inc.;

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(s) 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(s) 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: November 3, 2010	By:/s/ Amin J. Khoury
	Amin J. Khoury Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Thomas P. McCaffrey, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of BE Aerospace, Inc.;

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(s) 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(s) 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:  November 3, 2010	By: /s/ Thomas P. McCaffrey
	Thomas P. McCaffrey Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BE Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amin J. Khoury, Chief Executive Officer of the Company, certify that to the best of my knowledge:

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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: November 3, 2010	By: /s/ Amin J. Khoury
	Amin J. Khoury Chairman and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BE Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas P. McCaffrey, Senior Vice President and Chief Financial Officer of the Company, certify that to the best of my knowledge:

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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: November 3, 2010	By: /s/ Thomas P. McCaffrey
	Thomas P. McCaffrey Senior Vice President and Chief Financial Officer