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 March 31, 2012

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 website, 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 103,905,463 shares were outstanding as of April 24, 2012.

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BE AEROSPACE, INC.

Form 10-Q for the Quarter Ended March 31, 2012

Table of Contents

		Page
Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets
	as of March 31, 2012 and December 31, 2011	3
	Condensed Consolidated Statements of Earnings
	and Comprehensive Income for the
	Three Months Ended March 31, 2012 and March 31, 2011	4
	Condensed Consolidated Statements of Cash Flows for the
	Three Months Ended March 31, 2012 and March 31, 2011	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	21
Part II	Other Information
Item 6.	Exhibits	22
Signatures		23

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PART I - FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BE AEROSPACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share Data)

	(UNAUDITED)
	March 31,			December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	419.8		$	303.5
Accounts receivable – trade, less allowance for doubtful
accounts ($8.5 at March 31, 2012 and $8.2 at December 31, 2011)		422.5			333.2
Inventories		1,626.6			1,480.4
Deferred income taxes		21.2			37.2
Other current assets		35.4			30.6
Total current assets		2,525.5			2,184.9
Property and equipment, net of accumulated depreciation
($224.1 at March 31, 2012 and $213.3 at December 31, 2011)		227.8			208.3
Goodwill		1,275.8			1,008.3
Identifiable intangible assets		441.9			389.8
Deferred income taxes		0.5			0.3
Other assets		60.9			45.7
	$	4,532.4		$	3,837.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	279.7		$	199.3
Accrued interest		36.4			21.7
Accrued liabilities		355.5			358.5
Current maturities of long-term debt		0.5			0.5
Total current liabilities		672.1			580.0
Long-term debt		1,745.0			1,245.0
Deferred income taxes		108.5			101.8
Other non-current liabilities		42.5			37.9
Commitments, contingencies and off-balance sheet
arrangements (Note 8)
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; 104.5 million shares issued as of March 31, 2012
and 104.4 shares issued as of December 31, 2011		1.0			1.0
Additional paid-in capital		1,625.1			1,617.5
Retained earnings		392.8			324.0
Accumulated other comprehensive loss		(54.6	)		(69.9	)
Total stockholders’ equity		1,964.3			1,872.6
	$	4,532.4		$	3,837.3

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In Millions, Except Per Share Data)

	THREE MONTHS ENDED
	March 31,			March 31,
	2012			2011
Revenues	$	747.3		$	600.2
Cost of sales		463.8			377.5
Selling, general and administrative		107.3			85.4
Research, development and engineering		46.4			37.2
Operating earnings		129.8			100.1
Operating earnings, as percentage
of revenues		17.4	%		16.7	%
Interest expense		28.4			26.2
Earnings before income taxes		101.4			73.9
Income taxes		32.6			23.6
Net earnings		68.8			50.3
Other comprehensive income:
Foreign currency translation
adjustment and other		15.3			23.4
Comprehensive income	$	84.1		$	73.7
Net earnings per common share:
Basic	$	0.67		$	0.50
Diluted	$	0.67		$	0.49
Weighted average common shares:
Basic		102.0			100.9
Diluted		102.5			101.7

See accompanying notes to condensed consolidated financial statements.

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BE AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Millions)

	THREE MONTHS ENDED
	March 31,			March 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	68.8		$	50.3
Adjustments to reconcile net earnings to net cash flows provided by
operating activities, net of effects from acquisitions:
Depreciation and amortization		17.1			15.5
Deferred income taxes		24.3			14.2
Non-cash compensation		6.3			6.4
Provision for doubtful accounts		1.1			0.1
Loss on disposal of property and equipment		--			0.2
Tax benefits realized from prior exercises of employee stock options		(1.5	)		(5.6	)
Changes in operating assets and liabilities:
Accounts receivable		(65.7	)		(45.3	)
Inventories		(66.7	)		(31.8	)
Other current assets and other assets		(9.8	)		5.3
Accounts payable and accrued liabilities		73.8			51.5
Net cash provided by operating activities		47.7			60.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(23.3	)		(10.3	)
Acquisitions, net of cash acquired		(402.5	)		(17.5	)
Net cash used in investing activities		(425.8	)		(27.8	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		0.1			--
Purchase of treasury stock		(0.1	)		--
Tax benefits realized from prior exercises of employee stock options		1.5			5.6
Borrowings on line of credit		215.0			30.0
Repayments on line of credit		(215.0	)		(30.0	)
Proceeds from long-term debt		500.0			--
Principal payments on long-term debt		(0.1	)		(0.1	)
Debt origination costs		(9.7	)		--
Net cash provided by financing activities		491.7			5.5
Effect of foreign exchange rate changes on cash and cash equivalents		2.7			3.6
Net increase in cash and cash equivalents		116.3			42.1
Cash and cash equivalents, beginning of period		303.5			78.7
Cash and cash equivalents, end of period	$	419.8		$	120.8
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest	$	11.9		$	32.5
Income taxes		11.5			3.4
Supplemental schedule of noncash investing activities:
Accrued capital expenditures	$	2.5		$	1.6

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 necessarily 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, 2011.

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.         Recent Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which amends FASB ASC 220, Comprehensive Income.  This guidance requires presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The option to present components of other comprehensive income as part of the statement of stockholders’ equity was eliminated.  The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed.  Additionally, no changes were made to the calculation and presentation of earnings per share.  The Company adopted the provisions of ASU 2011-05 effective January 1, 2012, which resulted in the presentation of a single continuous statement of earnings and comprehensive income in these condensed consolidated financial statements. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This guidance defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. The adoption of ASU 2011-12 is not expected to have a material impact on the Company’s consolidated financial statements.

Note 3.         Business Combinations

On January 30, 2012, the Company acquired 100% of the outstanding stock of UFC Aerospace Corp. (“UFC”), a provider of complex supply chain management and inventory logistics solutions, for approximately $400 in cash. The transaction was accounted for as a purchase under FASB ASC 805, Business Combinations (“ASC 805”).  The assets purchased and liabilities assumed for this acquisition have been reflected in the accompanying condensed consolidated balance sheet as of March 31, 2012 and the results of operations for this acquisition are included in the accompanying condensed consolidated statement of earnings and comprehensive income from the date of acquisition.

The Company has not yet completed the evaluation and allocation of the purchase price for the UFC acquisition as management’s assessment of the valuation of certain assets and liabilities is not yet complete. The Company does not believe that the final allocation will materially modify the preliminary purchase price allocation. The following table summarizes the preliminary estimates of fair values of assets acquired and liabilities assumed in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

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Accounts receivable-trade	$	26.6
Inventories		73.4
Other current and non-current assets		0.2
Property and equipment		1.6
Goodwill		257.7
Identified intangibles		58.5
Accounts payable		(12.1	)
Other current and non-current liabilities		(5.6	)
Total purchase price	$	400.3

All of the goodwill and other intangible assets related to this acquisition are expected to be deductible for tax purposes.

Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share giving effect to the UFC acquisition as if it had occurred on January 1, 2011 were $762.6, $69.9 and $0.68, and $640.0, $53.4 and $0.52, for the three months ended March 31, 2012 and 2011, respectively. The Company has begun transferring legacy UFC customers into its consumables management segment systems.  As a result it is not practicable to report stand-alone revenues and operating earnings of the acquired business since the acquisition date.

Note 4.         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.  Work-in-process inventories include costs and estimated earnings in excess of billings on uncompleted contracts and excess over average costs on long-term contracts.  Finished goods inventories primarily consist of aerospace fasteners.  Inventories consist of the following:

	March 31, 2012		December 31, 2011
Purchased materials and component parts	$	181.7	$	165.3
Work-in-process		320.9		295.4
Finished goods		1,124.0		1,019.7
	$	1,626.6	$	1,480.4

Note 5.         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:

			March 31, 2012
	Useful						Net
	Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Customer contracts and relationships		8-30	$	370.4	$	49.0	$	321.4
Acquired technologies		5-34		128.1		47.3		80.8
Replacement parts annuity and product approvals		20-22		40.0		36.9		3.1
Technical qualifications, plans and drawings		15-22		30.6		25.5		5.1
Trademarks and patents		5-30		30.3		22.0		8.3
Trade names	Indefinite			19.9		--		19.9
Covenants not to compete		3-5		3.5		0.2		3.3
			$	622.8	$	180.9	$	441.9

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Amortization expense associated with identifiable intangible assets was approximately $6.9 and $6.4 for the three months ended March 31, 2012 and 2011, respectively. The Company expects to report amortization expense of approximately $28 in each of the next five fiscal years.  The future amortization amounts are estimates.  Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods or other factors.  The Company expenses costs to renew or extend the term of a recognized intangible asset.

Goodwill increased $267.5 during the three months ended March 31, 2012, of which $257.7 relates to the UFC acquisition and the remaining increase is primarily a result of foreign currency translations.

Note 6.         Long-Term Debt

On March 13, 2012, the Company issued $500.0 aggregate principal amount of its 5.25% Senior Notes due 2022 (the “5.25% Senior Unsecured Notes”), in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations of the Company. As of March 31, 2012, long-term debt primarily consisted of our 5.25% Senior Unsecured Notes, $650.0 aggregate principal amount of our 6.875% Senior Unsecured Notes ($644.8 net of original issue discount) due 2020 and $600.0 aggregate principal amount of our 8.5% Senior Unsecured Notes due 2018.  The Company also has a $750 Revolving Credit Facility (the “Revolving Credit Facility”), none of which was drawn at March 31, 2012.

Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) (as defined in the Revolving Credit Facility Agreement) plus 200 basis points or Prime (as defined in the Revolving Credit Facility Agreement) plus 100 basis points.  If drawn, as of March 31, 2012, the rate under the Revolving Credit Facility would have been approximately 2.47%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $8.9 at March 31, 2012.

The Revolving Credit Facility Agreement contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.25 to 1 and a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein).  The Revolving Credit Facility Agreement is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants, and conditions precedent for borrowings, all of which were met as of March 31, 2012.

Note 7.         Fair Value Measurements

All financial instruments, except long-term debt, 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 – quoted prices for identical assets and liabilities in markets that are not active, or 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.  There was no debt outstanding under the Revolving Credit Facility as of March 31, 2012.  The fair value of the Company’s Senior Unsecured Notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $1,879.8 and $1,367.1 as of March 31, 2012 and December 31, 2011, respectively.

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Note 8.         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 in the condensed consolidated balance sheets.  At March 31, 2012, future minimum lease payments under these arrangements totaled approximately $209.6, the majority of which related to long-term real estate leases.

Litigation — The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate, are likely to result in a material adverse effect on the Company’s condensed consolidated financial statements.

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 design, manufacture, sale and delivery 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.  We believe that many of our 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.

	THREE MONTHS ENDED
	March 31,			March 31,
	2012			2011
Beginning balance	$	51.5		$	38.0
Accruals during the period		12.6			10.5
Settlements made		(4.7	)		(4.8	)
Ending balance	$	59.4		$	43.7

Note 9.         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-based or equity-related awards.

Compensation cost generally is recognized on a straight-line basis over the vesting period of the shares.  Share-based compensation of $5.9 and $6.1 was recognized during the three months ended March 31, 2012 and 2011, respectively, 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 $43.8 at March 31, 2012.

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.

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Note 10.       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 commercial aircraft, consumables management 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 regularly 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 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 commercial, business jet, military, MRO, aircraft leasing and aircraft manufacturing 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”).

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Revenues
Commercial aircraft	$	374.7	$	310.3
Consumables management		286.8		230.8
Business jet		85.8		59.1
	$	747.3	$	600.2
Operating earnings (1)
Commercial aircraft	$	65.5	$	49.3
Consumables management		51.8		44.6
Business jet		12.5		6.2
		129.8		100.1
Interest expense		28.4		26.2
Earnings before income taxes	$	101.4	$	73.9

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

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The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Capital expenditures
Commercial aircraft	$	13.6	$	7.0
Consumables management		7.3		2.4
Business jet		2.4		0.9
	$	23.3	$	10.3

The following table presents goodwill by reportable segment:

	March 31,		December 31,
	2012		2011
Goodwill
Commercial aircraft	$	387.4	$	384.2
Consumables management		798.3		535.5
Business jet		90.1		88.6
	$	1,275.8	$	1,008.3

The following table presents total assets by reportable segment:

	March 31,		December 31,
	2012		2011
Total assets (2)
Commercial aircraft	$	1,435.6	$	1,366.1
Consumables management		2,739.8		2,156.8
Business jet		357.0		314.4
	$	4,532.4	$	3,837.3

(2) Corporate assets (including cash and cash equivalents) of $479.0 and $304.6 at March 31, 2012 and December 31, 2011, respectively, have been allocated to the above segments based on each segment’s respective percentage of total assets.

Note 11.       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 March 31, 2012 and 2011, approximately 0.5 and 0.4 shares of the Company’s common stock, 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 months ended March 31, 2012 and 2011, respectively, are as follows:

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	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Net earnings	$	68.8	$	50.3
Basic weighted average common shares		102.0		100.9
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1
Effect of restricted shares issued		0.4		0.7
Diluted weighted average common shares		102.5		101.7
Basic net earnings per share	$	0.67	$	0.50
Diluted net earnings per share	$	0.67	$	0.49

Note 12.       Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740, Income Taxes (“ASC 740”), 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 March 31, 2012 and December 31, 2011, the Company had $20.0 and $19.2, respectively, of net unrecognized tax benefits.  Any subsequent recognition of unrecognized tax benefits, if recognized, would lower the effective tax rate.

The Company classifies interest and penalties related to income tax as income tax expense.  The amount included in the Company’s liability for unrecognized tax benefits for interest and penalties was less than $1.0 as of March 31, 2012 and December 31, 2011.

During 2010, the Company 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 five tax years ended December 31, 2011.  There are currently no material income tax audits in progress.

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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 months ended March 31, 2012, as compared to our results of operations for the three months ended March 31, 2011.  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 we are the world’s largest manufacturer of cabin interior products for commercial aircraft and for business jets and the world’s leading distributor of aerospace fasteners and consumables.  We sell our products directly to virtually all of the world’s major airlines and aerospace manufacturers.  Also, based on our experience, we believe that we have achieved leading global market positions in each of our major product categories, which include:

● a broad line of aerospace fasteners and consumables, consisting of over 400,000 Stock Keeping Units serving the aerospace, commercial aircraft, business jet and military and defense industries;

● 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 galley systems, lavatories, coffeemakers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens that includes microwave, high efficiency convection and steam ovens;

● both chemical and gaseous aircraft oxygen storage, distribution and delivery systems, protective breathing equipment and a broad range of lighting products; and

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

We also design, engineer and manufacture customized fully integrated thermal and power management solutions for participants in the defense industry, aerospace original equipment manufacturers and the airlines.  In addition, we provide comprehensive aircraft cabin interior reconfiguration, program management and certification services.

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

Revenues by reportable segment for the three months ended March 31, 2012 and March 31, 2011, respectively, were as follows:

	THREE MONTHS ENDED
	March 31, 2012					March 31, 2011
	Revenues		% of Revenues			Revenues		% of Revenues
Commercial aircraft	$	374.7		50.1	%	$	310.3		51.7	%
Consumables management		286.8		38.4	%		230.8		38.5	%
Business jet		85.8		11.5	%		59.1		9.8	%
Total revenues	$	747.3		100.0	%	$	600.2		100.0	%

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Revenues by geographic area (based on destination) for the three months ended March 31, 2012 and March 31, 2011, respectively, were as follows:

	THREE MONTHS ENDED
	March 31, 2012					March 31, 2011
			% of					% of
	Revenues		Revenues			Revenues		Revenues
United States	$	377.8		50.6	%	$	311.4		51.9	%
Europe		196.2		26.3	%		157.6		26.2	%
Asia, Pacific Rim,
Middle East and Other		173.3		23.1	%		131.2		21.9	%
Total revenues	$	747.3		100.0	%	$	600.2		100.0	%

Revenues from our domestic and foreign operations for the three months ended March 31, 2012 and March 31, 2011, respectively, were as follows:

	THREE MONTHS ENDED
	March 31, 2012		March 31, 2011
Domestic	$	540.9	$	421.2
Foreign		206.4		179.0
Total revenues	$	747.3	$	600.2

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 and the growth of our record backlog.  Research, development and engineering spending was approximately 6.2% of sales during the first quarter of 2012 and is expected to remain at approximately the same percentage 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 will continue to invest, in property and equipment that enhances our productivity.  Taking into consideration recent program awards to deliver multi-year programs for various Boeing and Airbus aircraft, our targeted capacity utilization levels, recent acquisitions and current industry conditions, we expect that our capital expenditures will be approximately $135 during 2012.

Although the outlook for global GDP growth is slower than previously expected, demand for our products is strong, consistent with passenger traffic growth, smart capacity management, near record high load factors, the onset of a strong new wide-body aircraft delivery cycle and a profitable global airline industry.  In addition to the foregoing, the Company is benefiting from a geographically diversified high quality customer base.  Despite what is commonly reported about the slowing global economy, global passenger traffic continues to grow and airline load factors are near all-time highs.  Global airline passenger traffic was up 7.6% in March 2012 as compared to March 2011 and it was up 7.4% year-to-date through March as compared to the same period of the prior year.  Premium international traffic continues to be a positive story, up approximately 6.3% in February 2012 as compared to February 2011.  Global load factors are at historically high levels. During March 2012 the global load factor was 78.3%.  Manageable fuel prices, solid yields, and tight capacity have helped the airline industry’s operating performance.  As a result, IATA expects the global airline industry to report $3.0 billion in global profits in 2012, a third successful year of profitability for the airline industry.

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RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2012,

AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2011

($ in Millions, Except Backlog and Per Share Data)

Consolidated Results

	REVENUES
	Three Months Ended March 31,
					Percent
	2012		2011		Change
Commercial aircraft	$	374.7	$	310.3		20.8	%
Consumables management		286.8		230.8		24.3	%
Business jet		85.8		59.1		45.2	%
Total revenues	$	747.3	$	600.2		24.5	%

Revenues for the first quarter 2012 of $747.3 increased $147.1, or 24.5%, as compared with the same period of the prior year.  First quarter 2012 revenues reflect the acquisition of UFC Aerospace Corp. (“UFC”), as of January   30,  2012. Revenue growth in the first quarter of 2012 exclusive of the UFC acquisition was approximately 18.5%.

Cost of sales for the first quarter 2012 was $463.8, or 62.1% of sales, as compared with cost of sales of $377.5, or 62.9% of sales in the same period of the prior year.  The 80 basis point decrease in cost of sales (80 basis point increase in gross margin) is due to a strong mix of products sold including a strong double digit increase in seating products, ongoing manufacturing efficiency initiatives, effective low cost country sourcing and focused program management initiatives.

Selling, general and administrative (“SG&A”) expenses for the first quarter 2012 were $107.3, or 14.4% of sales, as compared with SG&A expenses of $85.4, or 14.2% of sales in the same period of the prior year.  The higher level of SG&A expense in the first quarter 2012 is primarily due to the UFC acquisition ($3.2), acquisition, integration and transition (“AIT”) costs ($4.3), and other costs and expenses associated with the 24.5% increase in consolidated revenues.

Research, development and engineering expense for the first quarter 2012 was $46.4, or 6.2% of sales, as compared with $37.2, or 6.2% of sales in the same period of the prior year.  The $9.2 increase in spending is primarily due to new product development activities in our commercial aircraft segment associated with our record $8.1 billion backlog (booked and awarded but unbooked).

Operating earnings for the first quarter 2012 of $129.8 increased 29.7% on the aforementioned 24.5% increase in revenues.  Operating margin was 17.4% and expanded 70 basis points as compared with the same period of the prior year.  Operating earnings growth and operating margin expansion were driven by the higher sales volume, improved revenue mix and ongoing operational efficiency initiatives.

Interest expense in the first quarter 2012 of $28.4 increased by $2.2 as a result of the recent issuance of $500.0 of 5.25% Senior Unsecured Notes due April 1, 2022.

Earnings before income taxes for the first quarter 2012 of $101.4 increased 37.2% as compared with the same period of the prior year, reflecting the aforementioned 29.7% increase in operating earnings, offset by a $2.2 increase in interest expense.

Income tax expense in the first quarter 2012 of $32.6, or 32.1% of earnings before income taxes, increased by $9.0 as compared with income tax expense for same period of the prior year of $23.6, which represented 31.9% of earnings before income taxes.

Net earnings for the first quarter 2012 of $68.8 and earnings per diluted share of $0.67, increased 36.8% and 36.7%, respectively, as compared with the same period of the prior year.

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Bookings during the first quarter of 2012 were approximately $850, representing a book-to-bill ratio of approximately 1.1:1. Backlog at March 31, 2012 stood at approximately $3.7 billion as compared with $3.2 billion at March 31, 2011 and $3.5 billion at December 31, 2011.

Segment Results

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Three Months Ended March 31,
					Percent
	2012		2011		Change
Commercial aircraft	$	65.5	$	49.3		32.9	%
Consumables management		51.8		44.6		16.1	%
Business jet		12.5		6.2		101.6	%
Total operating earnings	$	129.8	$	100.1		29.7	%

First quarter 2012 commercial aircraft segment (“CAS”) revenues of $374.7 increased 20.8% as compared with the prior year period.  CAS first quarter 2012 operating earnings of $65.5 increased 32.9% and operating margin of 17.5% expanded 160 basis points as compared with the prior year period, primarily due to an improved revenue mix and ongoing operational efficiency initiatives.

First quarter 2012 consumables management segment (“CMS”) revenues of $286.8 increased 24.3%.  CMS operating earnings of $51.8 increased 16.1% and operating margin was 18.1%. CMS incurred AIT costs of $4.3 during the first quarter of 2012 associated with the recent acquisitions the aerospace fastener distribution business of Satair A/S, LaSalle Electric Supply Company and UFC (the “Recent Acquisitions”). Operating margin in the current period declined by 120 basis points as compared with 2011 due to AIT costs and the Recent Acquisitions, each of which have lower margins than our legacy CMS business.

First quarter 2012 business jet segment revenues of $85.8 increased 45.2% as compared with the prior year period.  Operating earnings of $12.5 increased $6.3, or 101.6%, as compared with the prior year period. Current period operating margin of 14.6% expanded by 410 basis points, reflecting both the increase in revenues and an improved mix of revenues and ongoing operational efficiency initiatives.

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LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of March 31, 2012, our net debt-to-net capital ratio was 40.3%.  Net debt was $1,325.7, which represented total debt of $1,745.5, less cash and cash equivalents of $419.8.  At March 31, 2012, net capital (total debt plus total stockholders’ equity less cash and cash equivalents) was $3,290.0.  As of March 31, 2012, long-term debt primarily consisted of $500 aggregate principal amount of our 5.25% Senior Unsecured Notes due 2022 (the “5.25% Notes”), $650 aggregate principal amount ($644.8 net of original issue discount) of our 6.875% Senior Unsecured Notes due 2020 (the “6.875% Notes”) and $600 aggregate principal amount of our 8.5% Senior Unsecured Notes due 2018 (the “8.5% Notes”).  At March 31, 2012 there were no amounts outstanding under the Revolving Credit Facility.  Cash on hand at March 31, 2012 increased by $116.3 as compared with cash on hand at December 31, 2011 primarily as a result of cash flows from operating activities of $47.7, plus $490.3 of net proceeds from the 5.25% Notes, less capital expenditures of $23.3, less net expenditures for acquisitions of $402.5.  Our liquidity requirements consist of working capital needs, ongoing capital expenditures and payments of interest and principal on our indebtedness.  Our primary requirements for working capital are directly related to the level of our operations.

Working capital as of March 31, 2012 was $1,853.4, an increase of $248.5 as compared with working capital at December 31, 2011. As of March 31, 2012, total current assets increased by $340.6 and total current liabilities increased by $92.1.  The increase in current assets was primarily due to an increase in cash of $116.3 (as described above), an increase in accounts receivable of $89.3 and an increase in inventories of $146.2 to support future revenue growth.  The increase in total current liabilities was primarily due to an increase in accounts payable of $80.4 and an increase in accrued interest of $14.7.  Accounts payable were higher at March 31, 2012 due to the increase in business activity.

Cash Flows

As of March 31, 2012, our cash and cash equivalents were $419.8 as compared to $303.5 at December 31, 2011.  Cash generated from operating activities was $47.7 for the three months ended March 31, 2012, as compared to $60.8 in the same period in the prior year.  The primary sources of cash from operations during the three months ended March 31, 2012 were net earnings of $68.8, adjusted by depreciation and amortization of $17.1, non-cash compensation of $6.3, a decrease in deferred income taxes of $24.3 and an increase in accounts payable and accrued liabilities of $73.8.  Offsetting these sources of cash were a $65.7 increase in accounts receivable as a result of increased revenues and a $66.7 increase in inventories as a result of our record backlog.

Capital Spending

Our capital expenditures were $23.3 and $10.3 during the three months ended March 31, 2012 and 2011, respectively.  We expect capital expenditures of approximately $135 during 2012.  These capital expenditures are needed to support our record total backlog of $8.1 billion ($3.7 booked and $4.4 awarded but unbooked), 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.

Outstanding Debt and Other Financing Arrangements

Long-term debt at March 31, 2012 totaled $1,745.5 and consisted of our 5.25% Notes, our 6.875% Notes and our 8.5% Notes.

We also have a five-year, $750 Revolving Credit Facility.  The Revolving Credit Facility also provides an option to request additional incremental revolving credit borrowing capacity and incremental term loans, in each case upon the satisfaction of certain customary terms and conditions.  At March 31, 2012, there were no amounts outstanding under our Revolving Credit Facility.

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Our obligations under the Revolving Credit Facility are secured by liens on substantially all of our domestic assets, including a pledge of a portion of the capital stock of certain foreign subsidiaries owned directly by us.  Amounts borrowed and outstanding under the Revolving Credit Facility will, in certain circumstances, be required to be prepaid with the proceeds from certain asset sales, subject to certain thresholds and reinvestment rights.  The Revolving Credit Facility matures in December 2015 unless terminated earlier.

The Revolving Credit Facility Agreement contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.25 to 1.  The Revolving Credit Facility Agreement also contains a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein).  The Revolving Credit Facility Agreement contains customary affirmative covenants, negative covenants, and conditions precedent for borrowings, all of which were met as of March 31, 2012.

Contractual Obligations

The following table reflects our contractual obligations and commercial commitments as of March 31, 2012.  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	2012		2013		2014		2015		2016		Thereafter		Total
Long-term debt and other non-current liabilities (1)	$	0.5	$	1.7	$	0.8	$	1.0	$	1.2	$	1,762.8	$	1,768.0
Operating leases		24.6		30.2		27.8		26.2		22.9		77.9		209.6
Purchase obligations (2)		7.6		1.5		1.4		1.1		1.1		1.1		13.8
Future interest payments on outstanding debt (3)		86.9		124.9		124.9		124.7		121.9		399.6		982.9
Total	$	119.6	$	158.3	$	154.9	$	153.0	$	147.1	$	2,241.4	$	2,974.3
Commercial Commitments
Letters of credit	$	8.9		--		--		--		--		--	$	8.9

(1)	Our liability for unrecognized tax benefits of $20.0 at March 31, 2012 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 as purchase obligations in this table.
(3)	Interest payments include estimated interest payments due on the 5.25% Notes, the 6.875% Notes and the 8.5% Notes based on the stated rates of  5.25%, 6.875%, and 8.5%,  respectively.  Actual interest payments on our obligations under the Revolving Credit Facility Agreement will fluctuate based on LIBOR or prime rate pursuant to the terms of the Revolving Credit Facility Agreement.

We believe that our cash flows, together with cash on hand and the availability under the Revolving Credit Facility, 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 financing from other sources sufficient to satisfy our debt service or other requirements.

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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 sheets.  Future minimum lease payments under these arrangements aggregated approximately $209.6 at March 31, 2012.

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 design, manufacture, sale and delivery 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 many 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 on our accompanying condensed consolidated financial statements.

Deferred Tax Assets

We maintained a valuation allowance of approximately $20.1 as of March 31, 2012 primarily related to 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 the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.  There have been no changes to our critical accounting policies since December 31, 2011.

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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 products 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 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 (the “SEC”), under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 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, outbreaks 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, Japanese earthquake and tsunami), 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, 2011 and this entire quarterly report on Form 10-Q.

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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.

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 March 31, 2012, we had no outstanding forward currency exchange contracts.  In addition, we have not entered into any other derivative financial instruments.

Interest Rates – As of March 31, 2012, we do not have any adjustable rate debt outstanding.  We do not engage in transactions intended to hedge our exposure to changes in interest rates.

As of March 31, 2012, 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 $0.1 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 disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934), as of March 31, 2012.   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 first quarter of 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 6.  EXHIBITS

Exhibit 1 – Underwriting Agreements
1.1	Underwriting Agreement, dated as of March 8, 2012, among the Company, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and UBS Securities LLC (Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 13, 2012, is incorporated herein by reference.)
Exhibit 4 – Instruments defining the rights of security holders, including indentures
4.1	Third Supplemental Indenture, dated as of March 13, 2012, between the Company and Wilmington Trust Company, as Trustee (Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 13, 2012, is incoporated herein by reference.)
4.2	Form of 5.250% Senior Note due 2022 (Exhibit 1 to Appendix A to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 13, 2012, is incorporated herein by reference.)
Exhibit 10(iii) – Management Contracts and Executive Compensation Plans, Contracts and Arrangements
10.1	Amended and Restated Employment Agreement for Sean J. Cromie dated as of May 4, 2012
10.2	Second Amended and Restated Employment Agreement for Wayne R. Exton dated as of May 4, 2012
10.3	Amended and Restated Employment Agreement for Richard M. Sharpe dated as of May 4, 2012
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

Exhibit 101 – Interactive Data Files
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: May 4, 2012	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and
		Chief Executive Officer
Date: May 4, 2012	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of May 4, 2012, by and between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Sean Cromie (the “Executive”).

RECITALS

WHEREAS, the Executive is employed by the Company subject to that certain Employment Agreement between the Company and the Executive dated January 5, 2011 (the “Prior Agreement”);

WHEREAS, the Company and the Executive wish to amend and restate the Prior Agreement in favor of this Agreement;

WHEREAS, the Company wishes to secure for itself the experience, abilities and services of the Executive and to prevent the loss of such experience, services and abilities subject to the terms and conditions set forth herein;

WHEREAS, concurrently with the execution of this Agreement the Executive and the Company are entering into the 2012 Proprietary Rights Agreement which is attached hereto as Exhibit A (the “2012 Proprietary Rights Agreement”);

WHEREAS, the Executive has successfully completed drug/substance abuse testing, and the Company has received the results of such testing; and

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1.Employment.  Unless otherwise terminated pursuant to the provisions of Section 4 hereof, the Company shall employ the Executive, and the Executive shall perform services for and continue in the employment of the Company for an initial period of two (2) years commencing on May 4, 2012 and ending on May 4, 2014; provided, however, that the Executive’s employment hereunder shall automatically be extended for additional two (2) year periods on and after May 4, 2014, until either the Company or the Executive gives the other party at least thirty (30) days’ written notice prior to the then-applicable Expiration Date of its or his desire to terminate this Agreement. For purposes of this Agreement (i) the term “Employment Term” shall mean the initial two (2) year period and all automatic two (2) year extensions thereof, and (ii) the term “Expiration Date” shall mean May 4 of either calendar year 2014 or any subsequent even calendar year if the Employment Term is extended on and after May 4, 2014. At no point during the Employment Term shall the Executive compete or take any preparations to compete with the Company.

1

2.Position and Duties.  The Executive shall serve the Company in the capacity of Vice President and General Manager, Commercial Aircraft Products Segment, and shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with such capacity, as may from time to time be prescribed by the President and Chief Operating Officer of the Company, or his designee, in his sole discretion. The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities and shall comply with all of the Company’s policies and procedures. The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company.

3.             Compensation.

(a)Salary.  During the Employment Term, the Executive shall receive a salary (the “Salary”) payable at the rate of $375,000 per annum. Such rate shall be subject to adjustment from time to time by the Compensation Committee of the Board (the “Compensation Committee”); provided, however, that it shall at no time be adjusted below the Salary then in effect. The Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions. The Salary shall be pro-rated for any period of service less than a full year.

(b)Incentive Bonus.  During the Employment Term, the Executive shall be eligible to receive an incentive performance bonus of up to 90% of the Salary (the “Bonus”) in accordance with the Company’s executive bonus plan then in effect, as determined by the Compensation Committee at the end of the applicable fiscal year in its sole discretion. The Bonus shall be paid in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Executive earned such Bonus.

(c)Expenses.  During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company’s policies and procedures in effect from time to time.

(d)Benefits.  During the Employment Term, the Executive shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement, accident, and other employee benefit plans, programs and arrangements made generally available by the Company to its executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements in effect from time to time. In accordance with the Company’s policies in effect from time to time applicable to the Executive, the Executive shall also be entitled to paid vacation in any fiscal year during the Employment Term as well as all paid holidays given by the Company to its employees.

(e)Automobile.  During the Employment Term, the Executive shall receive an automobile allowance (the “Automobile Allowance”) of $1,100 per month less applicable taxes, payable in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Automobile Allowance will accrue.

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(f)Equity Awards.

(i)  During the Employment Term, the Executive shall be eligible to participate in the Company’s equity incentive plan as determined by the Compensation Committee in its sole discretion. The grant timing, form and amount of the equity awards shall be determined by the Compensation Committee in its sole discretion. The equity awards shall be granted pursuant to and subject to the terms of the Company’s 2005 Long-Term Incentive Plan (or any successor plan) and an award agreement to be entered into between the Company and the Executive.

(ii)  Notwithstanding any provision in the applicable award documents, and as additional consideration for the Executive’s restrictive non-competition and non-solicitation covenants for the benefit of the Company set forth in Section 5 of this Agreement, the Executive’s time-vested equity awards shall, subject to applicable law, accelerate and become immediately vested and unrestricted and, as applicable, become immediately exercisable and remain exercisable through the remainder of their term following the occurrence of any of the following events: (i) the termination of the Executive’s employment without Cause pursuant to Section 4(e), (ii) the Executive’s termination due to Incapacity pursuant to Section 4(c), (iii) the Executive’s death or (iv) upon a Change of Control (as defined in Section 4(f)). Nothing in this Section 3(f)(ii) shall alter the terms of any equity awards subject to performance-based vesting.

4.            Termination and Compensation Thereon.

(a)Termination.  Subject to the terms and conditions of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated either by the Executive or the Company at any time and for any reason. The term “Termination Date” shall mean if the Executive’s employment is terminated (i) by his death, the date of his death or (ii) for any other reason, the date on which the Executive incurs a Separation from Service.

(b)Death.  The Executive’s employment hereunder shall terminate upon his death. In such event, the Company shall, within thirty (30) days following the date of death, pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.

(c)Incapacity.  If, in the reasonable judgment of the Chief Executive Officer, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire. period of six (6) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the six (6)-month period. In such event, upon the Termination Date, the Company shall pay to the Executive a lump sum payment equal to the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date. The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive or his designated appointee signs a waiver and release of claims agreement in the form provided by the Company in its discretion and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(c) or 4(g). The Company’s obligation to pay the Employee his Salary and benefits (but to the extent not previously paid) shall terminate if the Employee subsequently takes other employment to the extent of the Employee’s salary and benefits from such subsequent employment. Any dispute between the Chief Executive Officer and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Chief Executive Officer and the Executive, whose decision shall be binding on all parties.

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(d)Termination by the Company for Cause; Resignation by the Executive.

(i)If the Company terminates the Executive’s employment for Cause or the Executive resigns his employment for any reason (other than pursuant to Section 4(f)), the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for unpaid Salary and benefits accrued through the Termination Date.

(ii)For purposes of this Agreement, “Cause” shall mean (i) the Executive’s material failure, refusal or neglect to perform and discharge his powers, duties, obligations or responsibilities hereunder (including duties prescribed by the President and Chief Operating Officer pursuant to Section 2 above), violation of Company policies, other material breach of the terms hereof, or breach of any fiduciary duties or duties of loyalty the Executive may have because of any position the Executive holds with the Company or any subsidiary or affiliate thereof; or (ii) a felony conviction, a conviction for any crime involving the Executive’s personal dishonesty or moral turpitude, or any indictment by a grand jury for acts detrimental to the Company’s best interests.

(e)Termination without Cause.  The Company may terminate the Executive’s employment hereunder at any time without Cause.  In such event, the Company shall pay to the Executive a lump sum payment equal to: (i) the Salary payable during the period from the Termination Date through the Expiration Date at the rate in effect on the Termination Date; and (ii) one (1) times the Salary in effect as of the Termination Date ((i) and (ii), collectively, the “Severance Payment”).  The Severance Payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(e) and 4(g).

(f)Change of Control.

(i)  If a “Change of Control” occurs during the Employment Term and the Executive’s employment is terminated by the Company for any reason (other than Cause), or the Executive resigns his employment because any of the Executive’s position, location, powers, duties or responsibilities under Section 2 above are materially reduced or changed without his agreement, or any compensation or material benefit payable or otherwise extended to the Executive hereunder is eliminated or materially reduced, the Company or its successor in interest shall (x) give prompt notice to the Executive of any such elimination or reduction and (y) pay to the Executive a lump sum payment equal to:

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(A)the Salary payable during the period from the Termination Date through the Expiration Date; and

(B)one (1) times the Salary in effect as of the Termination Date.  The lump sum payment shall be made within thirty (30) days following the Termination Date.

(ii)  For purposes of this Agreement, a “Change of Control” shall mean a “change in control event” within the meaning of the default rules under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”). The obligations of the Company pursuant to this Section 4(f) shall survive any termination of this Agreement or the Executive’s employment or any resignation of such employment by the Executive pursuant to this Section 4(f).

(g)Benefit Continuation.  If the Executive’s employment is terminated pursuant to Sections 4(b), 4(c), 4(e) or 4(f), then the Company shall provide the Executive and, as applicable, his eligible spouse and eligible dependents with continued participation in the medical, dental and health benefit plans (except for the executive medical reimbursement plan) then generally available to the Company’s executive officers on similar terms and conditions as active executives, from the Termination Date until the earlier of (i) the first (1st) anniversary of the Termination Date and (ii) the date the Executive becomes eligible for comparable benefits provided by a third parry; provided, however, that the continuation of such benefits shall be subject to the continued availability of and respective terms of the applicable plan, as in effect from time to time, and the timely payment by the Executive of his allocable share of the applicable premiums in effect from time to time. The Executive shall be solely responsible for all taxes related to the receipt of post employment medical, dental and health benefits.

5.            Covenants of the Executive. In consideration of the receipt and execution of this Agreement, including all of the benefits set forth herein that are beyond or in addition to the benefits the Executive was previously entitled or eligible to receive (each benefit separately and cumulatively being sufficient consideration for the Executive’s covenants contained in this Section 5), and the Executive’s commencement of employment as the Vice President and General manager, Commercial Aircraft Products Segment with the Company (also separately being sufficient consideration for the Executive’s covenants contained in this Section 5), the Executive agrees as follows:

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(a)            Non-Competition.

(i)  The Executive shall not during the Executive’s employment with the Company and for two (2) years after the Termination Date or Expiration Date, whichever occurs first (the “Non-Compete Restrictive Period”), directly or indirectly:

(A)  compete in the United States or on the internet with respect to any “Competing Product or Service,” which is defined to mean those products or services offered and/or under development by the Company or any of its subsidiaries or affiliates during the Executive’s employment with the Company of which the Executive has knowledge, or any product or service competitive with or intended to compete with such products or services, or any product or service of the Company or any of its subsidiaries or affiliates which the Executive acquired knowledge of as a result of, arising out of, or from his employment with the Company; and

(B)  own, invest in, make loans to, operate, manage, control, participate in, consult with, or advise, any entity or person that provides a Competing Product or Service with the Company in the United States or on the internet. This covenant shall not prevent the Executive from having passive investments of less than five percent (5%) of the outstanding equity securities of any entity listed for trading on a national stock exchange (as defined in the Securities Exchange Act of 1934) or any recognized automatic quotation system.

(ii)   If the Executive breaches any covenant contained in this Section 5(a), the Executive agrees and acknowledges that the Non-Compete. Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 5(a), the Non-Compete Restrictive Period may be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Executive breached a covenant contained in Section 5(a).

(b)           Non-Solicitation.

(i)    As a separate and independent covenant, the Executive agrees that he shall not during his employment with the Company and for two (2) years after the Termination Date or the Expiration Date, whichever occurs first (the “Non-Solicitation Restrictive Period”), directly or indirectly:

(A)contact, solicit, perform services for, or accept work or business (in any capacity other than as a Company employee) from any clients or customers of the Company, its subsidiaries or affiliates, with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets;

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(B)contact, solicit or accept contact from any clients, subcontractors, consultants, vendors, suppliers or independent contractors of the Company, its subsidiaries or affiliates, for the purpose of interfering with, causing, inviting, or encouraging any such persons or entities from altering or terminating their business relationship or association with the Company, its subsidiaries or affiliates. This applies to any clients, subcontractors, consultants, vendors, suppliers or independent contractors with whom the Executive has worked or had contact during his employment with the Company, or of whom the Executive had knowledge due to his employment or access to the Company’s confidential information and/or trade secrets; or

(C)contact, solicit or accept contact from any employee of the Company, its subsidiaries or affiliates for the purpose of interfering with their employment with the Company, its subsidiaries or affiliates, or inviting or encouraging them to terminate their employment with the Company, its subsidiaries or affiliates or which has the effect of altering or terminating their employment with the Company, its subsidiaries or affiliates.

(ii)   If the Executive breaches any covenant contained in this Section 5(b), the Executive agrees and acknowledges that the Non-Solicitation Restrictive Period shall be extended during the time of such breach. The Executive further agrees and acknowledges that, in the event of the Executive’s breach of any covenants contained in this Section 5(b), the Non-Solicitation Restrictive Period may be extended for up to two (2) years, which shall commence upon either (x) a determination by the Company that the Executive has stopped breaching such covenants, or (y) the date of a court’s or arbitrator’s final determination that the Executive breached a covenant contained in Section 5(b).

6.Amendments.  No amendment to this Agreement or any schedule hereto shall be effective unless it is in writing and signed by each party hereto.

7.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or sent by telecopy or three (3) days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to it at:

BE Aerospace, Inc.

1400 Corporate Center Way
Wellington, FL 33414

Attention: Chief Financial Officer

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with a copy (which shall not constitute notice) to:

BE Aerospace, Inc.

1400 Corporate Center Way
Wellington, FL 33414

Attention: General Counsel

If to the Executive, to him at:

Sean Cromie

C/O BE Aerospace, Inc. 1455
Fairchild Road Winston
Salem, NC 27105

8.Entire Agreement.  This Agreement and the 2012 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties. The non-solicitation and non-competition provisions in this Agreement and in the 2012 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.

9.Headings.  The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

10.Counterparts.  This Agreement may be executed in any number of counterparts which together shall constitute one instrument.

11.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of Florida.

12.Withholding.  All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

13.Section 409A.

(a)If any amounts that become due under Section 4 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A, payment of such amounts shall not commence until the Executive incurs a Separation from Service if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.

(b)Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1St) business day following the date that is six (6) months after the Executive’s Separation from Service for any reason other than death or (ii) the Executive’s date of death. The provisions of this Section 13(b) shall only apply if required to comply with Section 409A.

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(c)For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) and determined in accordance with the default rules under Section 409A. “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

(d)It is intended that the terms and conditions of this Agreement comply with Section 409A. If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A, the Company may, in its sole discretion and without the Executive’s consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A.  This Section 13(d) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A.

(e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive -pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

14.Enforceability; Waiver.  If any arbitrator or court of competent jurisdiction determines that any provision of This Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions of this Agreement, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall be construed, blue-penciled or reformed by the court or arbitrator in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed in such provision. The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision of right of this Agreement. Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

15.Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement may be assigned by the Company. The Executive may not assign or delegate his duties under this Agreement without the Company’s prior written approval.

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16.Survival.  The obligations of the Executive pursuant to the 2012 Proprietary Rights Agreement, the respective obligations of the parties pursuant to Sections 3(f) and 5 of this Agreement, and the entitlements of the Executive and obligations of the Company pursuant to Section 4 of this Agreement, shall each survive any termination or .expiration of this Agreement, or any termination or resignation of the Executive’s employment, as the case may be.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date first written above.

EXECUTIVE

/s/ Sean Cromie

Sean Cromie

/s/ Werner Lieberherr

Werner Lieberherr

President and Chief Operating Officer

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Exhibit A

2012 Proprietary Rights Agreement

This Proprietary Rights Agreement (“Agreement”) is intended to set forth in writing my responsibility to BE Aerospace, Inc. and/or any of its subsidiaries or affiliated businesses (collectively the “Company”) during my employment, consultancy, and/or tenure as an independent contractor with the Company and thereafter. I recognize that the Company is engaged in a continuous program of research, development and production respecting its business, present and future. As part of my employment, consultancy, and/or tenure as an independent contractor with the Company, I have certain obligations relating to business, confidential and/or proprietary information of the Company, as well as to inventions which I may develop during my employment, consultancy, and/or tenure as an independent contractor with the Company.

I acknowledge and agree that:

1.   Agreement, Effective Date.  This Agreement shall be effective on, the first day of my employment, consultancy, and/or tenure as an independent contractor with the Company and shall continue in effect throughout my employment, consultancy, and/or tenure as an independent contractor (the “Agreement Period”). As an inducement to and in consideration of my acceptance and/or continuation of employment, consultancy, and/or tenure as an independent contractor with the Company, and the Company’s compensating me for services and extending to me certain other benefits of a compensatory nature, but without any obligation on the Company’s part to continue such employment, compensation or benefits for any specified period whatsoever, I agree to protect, safeguard and maintain the integrity and confidentiality of the Company’s valuable assets and legitimate business interests in accordance with the terms and conditions set forth in this Agreement.

2. Confidentiality. I will maintain in confidence and will not disclose or use, either during or after the Agreement Period, any “Proprietary Information”, whether or not in written form, except to the extent required to perform my duties on behalf of the Company. Proprietary Information means all of the following materials and information that I use, receive, have access to, conceive or develop or have used, received, conceived or developed, in whole or in part, in connection with my employment, consultancy, and/or tenure as an independent contractor with the Company:

(i) Written materials of the Company;

(ii) The names and information relating to customers and prospective customers of the Company and/or persons, firms, corporations or other entities with whom the Company has provided goods or services at any time, including contact persons, addresses and phone numbers, their characteristics and preferences and types of services provided to or received from those customers and prospective customers;

(iii) The terms of various agreements between the Company and any third parties, including without limitation, the terms of customer agreements, vendor or supplier agreements, lease agreements, advertising agreements, fee arrangements, terms of dealing and the like;

(iv) Any data or database, trading algorithms or processes, or other information compiled by the Company, including, but not limited to, customer lists, customer information, information concerning the Company, or any business in which the Company is engaged or contemplates becoming engaged, any company with which the Company engages in business, any customer, prospective customer or other person, firm or corporation to whom or which the Company has provided goods or services or to whom or which any employee of the Company has provided goods or services on behalf of the Company, or any compilation, analysis, evaluation or report concerning or deriving from any data or database, or any other information;

(v) All policies, procedures, strategies and techniques regarding the services performed by the Company or regarding the training, marketing and sales of the Company, either oral or written. The Company's internal corporate policies and practices related to its services, price lists, fee arrangements and terms of dealings with customers or potential customers or vendors. Information relating to formulas, records, research and development data, trade secrets, processes, other methods of doing business, forecasts and business and marketing plans;

(vi) Any other information, data, know-how or knowledge of a confidential or proprietary nature observed, used, received, conceived or developed by me in connection with my employment, consultancy, and/or tenure as an independent contractor by the Company, including and not limited to the Company’s methodologies, price strategies, price lists, costs and quantities sold, financial and sales information, including, but not limited to, the Company’s financial condition, business interests, initiatives, objectives, plans or strategies; internal information regarding personnel identity, skills, compensation, organizational charts, budgets or costs of individual departments, and the compensation paid to those working for or who provide services to the Company; and performance of investments, funds or portfolio companies, including any “track record” or other financial performance information or results;

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(vii) All other non-public information regarding the amount and nature of the capital and assets owned or controlled by, or net worth of, the Company and/or any of the Company's shareholders, members, partners, employees or investors; the investments made, directly or indirectly, by the Company (including, but not limited to, any partnerships, corporations or other entities in which the Company may invest and the assets which any of those entities acquires); the expected or actual rates of return or holding periods of any investment by the Company; the respective interest in any investment of any of its shareholders, members, partners or investors or the manner in which those interests are held; the identities of the other persons or entities who participate in any investment made by the Company; and financial statements, projections, budgets and market information;

(viii) All discoveries, software (including, without limitation, both source code and object code), models, drawings, photographs, specifications, trademarks, formulas, patterns, devices, compilations and all other proprietary know-how and technology, whether or not patentable or copyrightable, and all copies and tangible embodiments of any of the foregoing, and that have been or will be created for the Company by me, whether alone or with others;

(ix) The Company’s inventions, products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing, and production and future business plans, information belonging to customers or suppliers of the Company disclosed incidental to my employment, consultancy, and/or tenure as an independent contractor and any other information which is identified as confidential by the Company; and

(x) “Trade Secrets”, which shall include, but not be limited to, information regarding formulas, processes or methods that: (a) derive independent economic value, actual or potential, from not being generally known to or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of reasonable efforts by the Company to maintain its secrecy. “Trade Secrets” shall also include all other information or data that qualifies as a trade secret under applicable law.

3. Inventions.

3.1 Definition of Inventions used in this Agreement: the term “Invention” means any new or useful art, discovery, contribution, finding or improvement, whether or not patentable, and all related know-how. Inventions include, but are not limited to, all designs, discoveries, formulas, processes, manufacturing techniques, semiconductor designs, computer software, inventions, improvements and ideas.

3.2 Disclosure and Assignment of Inventions.

(i) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly conceive, develop, or reduce to practice during the Agreement Period (i) which relate, at the time of conception, development or reduction to practice of the Invention, to the Company’s business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or Trade Secrets, or (iii) which resulted from any work I performed for the Company (the “Company Inventions”). I assign all my right, title and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company, which Inventions, if any, are identified on Exhibit “A” to this Agreement. Exhibit “A” contains no confidential information. I have no rights in any Inventions other than the inventions specified in Exhibit “A”. If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use and sell Inventions developed by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company.

(ii) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, along or with others, within one (1) year after termination of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment, consultancy, and/or tenure as an independent contractor with the Company and are to be assigned to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Company.

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3.3 Nonassignable Inventions.  This Agreement does not apply to an invention which qualifies fully as a nonassignable invention.

4. Use and Return of Proprietary Information and Trade Secrets:

(i) I agree that under no circumstance and at no time shall any of the Proprietary Information and Trade Secrets be taken from the Company’s premises and that under no circumstances and at no time shall any of the Proprietary Information and Trade Secrets be duplicated, in whole or in part, without the express written permission of the Company, which permission may be granted or denied in the Company’s sole and absolute discretion;

(ii) I agree that, upon termination of my employment (if applicable) and/or tenure as an independent contractor with the Company for any reason (regardless of whether or not the Company retains me as a consultant) or at any other time upon the Company’s request, I shall return to Company, without retaining any copies, all Proprietary Information and Trade Secrets, as well as all other Company’s documents and other materials, which are in my possession regardless of the form in which any such materials are kept;

(iii) I covenant and agree that all right, title and interest in any Proprietary Information and Trade Secrets shall be and shall remain the exclusive property of the Company and shall be and hereby are vested and assigned by me to the Company. I agree to promptly disclose to the Company all Proprietary Information and Trade Secrets developed in whole or in part by me within the scope of this Agreement. In relation to my employment, consultancy, and/or tenure as an independent contractor or the performance of this Agreement, I have created or may create certain work product for the Company that may be copyrighted or copyrightable under the laws of the United States. To the extent that any such work product is created, I will be considered to have created a Work Made for Hire as defined in 17 U.S.C. § 101, and the Company shall have the sole right to the copyright. In the event that any such work product created by me does not qualify as a Work Made for Hire, I hereby assign the copyright and all rights, throughout the world, in and to the work product to the Company, as provided for in paragraph (v) below. I agree to turn over to the Company all physical manifestations of the Proprietary Information and Trade Secrets in my possession or under my control at the request of the Company;

(iv) I acknowledge that all documents, in hard copy or electronic form, received, created or used by me in connection with my employment, consultancy, and/or tenure as an independent contractor with the Company are and will remain the property of the Company. I agree to return all such documents (including all copies) promptly upon the termination of my employment, consultancy, and/or tenure as an independent contractor, certify that no other documents remain, and agree that, during or after my employment, consultancy, and/or tenure as an independent contractor, I will not, under any circumstances, without the written consent of the Company, disclose those documents to anyone outside the Company or use those documents for any purpose other than the advancement of the Company's interests;

(v) I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the work product (including Proprietary Information and/or Trade Secrets) and any rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such work product and any rights relating thereto, and testifying in a suit or other proceeding relating to such work product and any rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. In connection with my execution of this Agreement, I hereby irrevocably grant to the Company an irrevocable power of attorney designating and appointing the Company’s duly authorized officer as my agent and attorney in fact, should I become unable because of my mental or physical incapacity or for any other reason, to sign any documents with respect to any work product including, without limitation, permitting the Company to apply for or pursue any application for any United States or foreign patents or copyright registrations covering such work product. In connection with such power of attorney, I permit the agent to act for and on my behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such work product with the same legal force and effect as if executed or done by me.

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5. Competitive Employment.  During the Agreement Period, including any extensions thereof (as applicable), I agree that I will not directly or indirectly own, manage, work for, provide services to, obtain financial interest in, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, director, agent, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association or other entity that is engaged in any manner in the business of the Company.

I further agree that during the same period I will not directly or indirectly own, manage, work for, provide services to, obtain financial interest in, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, director, agent, independent contractor or otherwise with any business entity that is not engaged in the business of the Company in any market in which the Company conducts business or provides services where such other business entity could utilize or gain a business or economic advantage through the use of Confidential Information, Trade Secrets, my training by the Company, my relationship with the Company’s customers, suppliers, vendors, clients or investors or prospective customers, suppliers, vendors, clients or investors or the Company’s goodwill.

I may make passive investments in publicly traded entities not to exceed 3% of the outstanding voting securities of such public entity, provided, however, that such investment do not prevent me from abiding by this Agreement, including this Paragraph 5.

6. Non-solicitation.  During the Agreement Period and for a period of two (2) years thereafter, I will not solicit or encourage, or cause others to solicit or encourage, any employees, suppliers, vendors, or consultants of/to the Company to terminate their employment or other relationship, as applicable, with the Company.

7. Acts to Secure Proprietary Rights.  I agree to perform, during and after the Agreement Period, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Inventions. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings.

8. No Conflicting Obligations.  My performance of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company. I will not disclose, induce, or permit the Company to, either directly or indirectly, use, any confidential or proprietary information or material belonging to any previous employer or other person or entity. I am not a party to any other agreement that will interfere with my full compliance with this Agreement. I will not enter into any agreement, whether written or oral, conflicting with the provisions of this Agreement.

9. Survival. Notwithstanding the termination of the Agreement Period, this Agreement shall survive such termination and continue in accordance with its terms and conditions. Unless provided otherwise in a written contract with the Company, this Agreement does not in any way restrict my right or the right of the Company to terminate my employment, consultancy, and/or tenure as an independent contractor at any time, for any reason or for no reason.

10. Specific Performance.  A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages, if appropriate).

11. Waiver.  The waiver by the Company of a breach of any provision of this Agreement by me will not operate or be construed as a waiver of any other or subsequent breach by me.

12. Severability.  If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.

13. Governing Law. This Agreement will be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the state of Florida.

14. Entire Agreement.  This Agreement and the Exhibits to this Agreement constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral, except for prior proprietary rights agreements which shall for the period prior to the effective date of this agreement be deemed to be in addition to, and not in lieu of, this Agreement for such prior period. This Agreement may be amended or modified only with the written consent of both me and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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15. Assignment.  This Agreement may be assigned by the Company. I may not assign or delegate my duties under this Agreement without the Company’s prior written approval. This Agreement shall be binding upon my heirs, successors and permitted assignees.

	EMPLOYEE
Date:
	(Name)
	(Printed Name)
Date:	BE AEROSPACE, INC.
	By:
	Title:

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EX-10.2

Exhibit 10.2

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amended and Restated Employment Agreement (this “Agreement”) is made as of the 4th day of May, 2012, by and between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Wayne Exton (the “Executive”).

RECITALS

WHEREAS, the Executive is employed by the Company subject to that certain Amended and Restated Employment Agreement between the Company and the Executive dated December 9, 2008 (the “Prior Agreement”);

WHEREAS, the Company and the Executive wish to amend and restate the Prior Agreement in favor of this Agreement;

WHEREAS, the Company wishes to make secure for itself the experience, abilities and services of the Executive and to prevent the loss of such experience, services and abilities;

WHEREAS, concurrently with the execution of this Agreement, the Executive and the Company are entering into the 2012 Proprietary Rights Agreement, which is attached hereto as Exhibit A;

WHEREAS, by virtue of the Executive’s position with the Company, the Executive has regular access to and use of the Company’s confidential information and trade secrets, and the Company has a legitimate interest in protecting its confidential information and trade secrets by prohibiting the Executive from assisting, whether directly or indirectly, a competitor or competing with the Company for a reasonable period after the termination of the Executive’s employment; and

WHEREAS, the Executive has successfully completed drug/substance abuse testing, and the Company has received the results of such testing.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1.Employment.  The Company shall employ the Executive, and the Executive shall perform services for and continue in the employment of the Company, for an initial period of two (2) years commencing on May 4, 2012, and ending on May 4, 2014, whereupon the Executive’s employment hereunder shall automatically be extended for additional two (2) year periods on and after May 4, 2014, until either the Company or the Executive gives the other party at least thirty (30) days’ written notice prior to the then applicable Expiration Date (as defined below) of its or his desire to terminate this Agreement, unless the Executive’s employment is terminated earlier pursuant to this Agreement.  For purposes of this Agreement: (a) the term “Employment Period” means the initial two (2) year period and all extensions thereof, if any; and (b) the term “Expiration Date” means May 4 of any even calendar year on or after 2014.

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2.Position and Duties.  The Executive shall serve the Company in the capacity of Vice President and General Manager for the Business Jet Segment of the Company and shall:  (i) be accountable to the President and Chief Operating Officer of the Company; and (ii) have such other powers, duties and responsibilities, consistent with this capacity, as may from time to time be prescribed by the President and Chief Operating Officer of the Company.  The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities.  The Executive shall devote all of his working time and efforts to the business and affairs of the Company.

3.Compensation.

(a)Salary.  During the Employment Period, the Executive shall receive a salary (the “Salary”) payable at the rate of $369,600.00 per annum.  Such rate may be adjusted from time to time by the President and Chief Operating Officer of the Company; provided, however, that it shall at no time be adjusted below the Salary then in effect.  The Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.  The Salary shall be pro-rated for any period of service less than a full year.

(b)Incentive Bonus.  During the Employment Period, the Executive may receive a performance bonus of up to ninety (90%) percent of the Salary, as determined by the Compensation Committee of the Company in its sole discretion. The incentive bonus shall be paid in accordance with Company policy, but in no event later than March 15th of the year following the year in which it is earned.

(c)Expenses.  During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company’s policies and procedures in effect from time to time.

(d)Benefits.  During the Employment Period, the Executive shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement, accident, and other employee benefit plans, programs and arrangements made generally available by the Company to its executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements in effect from time to time.  In accordance with the Company’s policies in effect from time to time applicable to the Executive, the Executive shall also be entitled to paid vacation in any fiscal year during the Employment Period as well as all paid holidays given by the Company to its employees.

(e)Automobile.  During the Employment Period, the Executive shall receive an automobile allowance (the “Automobile Allowance”)of $1,100 per month, less applicable taxes, payable in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Automobile Allowance accrued.

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(f)Equity Awards.

(i)  During the Employment Period, the Executive shall be eligible to participate in the Company’s equity incentive plan as determined by the Compensation Committee in its sole discretion.  The timing of the grant, form and amount of the equity awards shall be determined by the Compensation Committee in its sole discretion. The equity awards shall be granted pursuant to and subject to the terms of the Company’s 2005 Long-Term Incentive Plan (or any successor plan) and an award agreement to be entered into between the Company and the Executive.

(ii) Notwithstanding any provision in the applicable award documents, and as additional consideration for the Executive’s restrictive covenants for the benefit of the Company set forth in Section 5 of this Agreement, the Executive’s time-vested equity awards shall, subject to applicable law, accelerate and become immediately vested and unrestricted and, as applicable, become immediately exercisable and remain exercisable through the remainder of their term following the occurrence of any of the following events (the “Accelerated Restricted Stock”): (A) the termination of the Executive’s employment without Cause pursuant to Section 4(e); (B) the Executive’s termination due to Incapacity pursuant to Section 4(c); (C) the Executive’s death; or (D) upon a Change of Control (as defined in Section 4(f)).  Nothing in this Section 3(f)(ii) shall alter the terms of any equity awards subject to performance-based vesting.

4.Termination and Compensation Thereon.

(a)Termination Date.  Subject to the terms and conditions of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated either by the Executive or the Company at any time and for any reason.  The term “Termination Date” means: (i) if the Executive’s employment is terminated by his death, the date of his death; or (ii) if the Executive’s employment is terminated for any other reason, the date on which the Executive incurs a Separation from Service (as defined in Section 16(c), below).

(b)Death.  The Executive’s employment hereunder shall terminate upon his death.  In such event, the Company shall, within thirty (30) days following the date of death, pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to the Salary (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.

(c)Incapacity.  If, in the reasonable judgment of the President and Chief Operating Officer, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of six (6) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the six (6)-month period.  In such event, upon the Termination Date, the Company shall pay to the Executive a lump sum payment equal to the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.  The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive or his designated appointee signs a waiver and release of claims agreement in the form provided by the Company in its discretion and such waiver and release becomes effective and irrevocable in its entirety prior to such date.  If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(c) and 4(g).  To the extent not already paid, the Company’s obligation to pay the Executive his Salary and benefits shall be reduced if the Executive subsequently takes other employment to the extent of the Executive’s salary and benefits from such subsequent employment.  Any dispute between the President and Chief Operating Officer and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the President and Chief Operating Officer and the Executive, whose decision shall be binding on all parties.

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(d)Termination by the Company for Cause; Resignation by the Executive.

(i) If the Executive’s employment is terminated by the Company for Cause or the Executive resigns his employment for any reason (other than pursuant to Section 4(f)), the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for unpaid Salary and benefits accrued through the Termination Date.

(ii)For purposes of this Agreement, “Cause” means the Executive’s:  (A) failure, refusal or neglect to perform and discharge his powers, duties, obligations or responsibilities as an employee of the Company; (B) violation of Company policies; (C) breach of the terms of this Agreement or the 2012 Proprietary Rights Agreement; (D) breach of any fiduciary duties or duties of loyalty the Executive may have because of any position the Executive holds with the Company or any subsidiary or affiliate thereof; (E) conviction of, or plea of nolo contendere to, a felony or any other crime involving the Executive’s personal dishonesty or moral turpitude or that could reflect negatively upon the Company or any of its subsidiaries or affiliates; (F) indictment by a grand jury for acts detrimental to the Company’s best interests; or (G) engagement in willful misconduct (including any willful violation of federal securities laws), negligence, act of dishonesty, violence or threat of violence, in each case that would reasonably be expected to result in injury to the Company or any of its subsidiaries or affiliates.

(e)Termination Without Cause.  The Company may terminate the Executive’s employment hereunder at any time without Cause.  In such event, the Company shall pay to the Executive a lump sum payment equal to: (i) the Salary payable during the period from the Termination Date through the Expiration Date at the rate in effect on the Termination Date; and (ii) one (1) times the Salary in effect as of the Termination Date ((i) and (ii), collectively, the “Severance Payment”).  The Severance Payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(e) and 4(g).

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(f)Change of Control.

(i) If a Change of Control occurs during the Employment Period and, following or in connection with such Change of Control, the Executive’s employment is terminated for any reason (other than Cause), or the Executive resigns his employment because any of the Executive’s position, powers, duties or responsibilities under Section 2 above are materially reduced without his agreement, or any  material compensation or benefit payable or otherwise extended to the Executive hereunder is eliminated or materially reduced, the Company or its successor in interest shall give prompt notice to the Executive of any such termination, change, elimination or reduction and, within thirty (30) days following the Termination Date, pay to the Executive a lump sum amount equal to:

(A)           the Executive’s Salary (at the rate in effect as of the Termination Date), payable during the period from the Termination Date through the Expiration Date; and

(B)           one (1) times the Salary at the rate in effect as of the date of the Change of Control.

(ii)For purposes of this Agreement, a “Change of Control” means a “change in control event” within the meaning of the default rules under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”).  The obligations of the Company pursuant to this Section 4(f) shall survive any termination of this Agreement or the Executive’s employment or any resignation of such employment by the Executive pursuant to this Section 4(f).

(g)Benefit Continuation.  If the Executive’s employment is terminated pursuant to Sections 4(c), 4(e) or 4(f), the Company shall provide the Executive and his eligible dependents with continued participation in medical, dental and health benefit plans available to the Company’s executive officers on similar terms and conditions as active executives, from the Termination Date until the earlier of: (i) the Expiration Date; or (ii) the date the Executive becomes eligible for comparable benefits provided by a third party; provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time.  To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A, the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

5.Non-Compete.  During the Executive’s employment with the Company and for a period ending two (2) years following the Termination Date (the “Restricted Period”), the Executive shall not directly or indirectly:

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(a) with respect to any Competing Product or Service, compete in any place the Company does or conducts business as of the Termination Date.  “Competing Product or Service” means (i) those products or services manufactured, developed, researched, sold, or provided by the Business Jet Segment of the Company and/or its affiliates on the Termination Date, and (ii) those products or services under development in the Business Jet Segment of the Company during the Executive’s employment with the Company of which he had knowledge, or any product or service competitive with or intended to compete with such products or services, or any product or service of the Business Jet Segment of the Company which the Executive acquired knowledge of as a result of his employment with the Company;

(b) own, invest in, make loans to, operate, manage, control, participate in, consult with, or advise any entity that provides a Competing Product or Service with the Company in the United States.  This covenant shall not prevent the Executive from having passive investments of less than five percent (5%) of the outstanding equity securities of any entity listed for trading on a national stock exchange (as defined in the Securities Exchange Act of 1934) or any recognized automatic quotation system;

(c) contact, solicit business from, perform services for, or accept work or business from any clients or customers of the Company with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets;

(d) contact, solicit or accept contact from any clients, subcontractors, consultants, vendors, suppliers or independent contractors of the Company for the purpose of interfering with, causing, inviting, or encouraging any such persons or entities from altering or terminating their business relationship or association with the Company. This applies to any clients, subcontractors, consultants, vendors, suppliers or independent contractors with whom the Executive has worked or had contact during his employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets; or

(e) contact, solicit or accept contact from any employee of the Company for the purpose of interfering with their employment with the Company, or inviting or encouraging them to terminate their employment with the Company or which has the effect of altering or terminating their employment with the Company.

6.Extension of the Restricted Period.  If the Executive breaches any provision of Section 5, the Executive agrees and acknowledges that the Restricted Period shall be extended by the time period of such breach.

7.Remedies; Enforcement.  The Executive agrees that the covenants set forth in Section 5 are necessary and reasonably limited in scope and duration to protect the Company’s commercial interest, including, but not limited to, protection from unfair competition, disparagement, misappropriation, disclosure or use of its confidential information and/or trade secrets, and misuse or unauthorized use of the Company’s work product/inventions.  The Executive agrees and acknowledges that if the Executive violates any provision of Section 5 of this Agreement, the Company will have an inadequate remedy at law and will suffer continuing and irreparable injury to its business.  The Company shall be entitled to enjoin the Executive from any breach or threatened breach of this Agreement and other applicable injunctive or equitable relief (without obtaining a bond or posting other security) and without the necessity of proving any actual damage or that monetary damages would not afford it an adequate remedy.

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8.Clawback.  The Executive agrees and acknowledges that if he breaches any of his obligations, duties, or covenants set forth in Section 5 of this Agreement, then: (i) any of the Accelerated Restricted Stock that has not vested at the time of such breach shall be forfeited; and (ii) the Company shall be entitled to clawback any of the Accelerated Restricted Stock that has previously vested, as well as any proceeds the Executive has received for the sale of the Accelerated Restricted Stock.  The Company’s remedies set forth in this Section 8 are in addition to, and not in lieu of, any other remedies to which the Company may be entitled.

9.Amendments.  No amendment to this Agreement or any schedule hereto shall be effective unless it is in writing and signed by each party hereto.

10.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally (or refusal to accept delivery) or sent by overnight mail or three days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to it at:

BE Aerospace, Inc.

1455 Fairchild Road

Winston Salem, N.C. 27105

Attention: President and Chief Operating Officer

with a copy to:

BE Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: General Counsel

If to the Executive, to him at:

14301 S.W. 97th Avenue

Miami, FL 33176

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11.Entire Agreement.  This Agreement and the 2012 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  The non-solicitation and non-competition provisions in this Agreement and those in the 2012 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.

12.Headings.  The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

13.Counterparts.  This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes).  This Agreement may also be executed by delivery by facsimile or electronic mail of an executed counterpart of this Agreement.  The parties hereto agree that the signature of any party transmitted by facsimile with confirmation of transmission or by electronic mail shall have binding effect as though such signature were delivered as an original.

14.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of Florida.

15.Withholding.  All payment(s) made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

16.Section 409A.

(a)If any amounts that become due under Sections 3 or 4 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A, payment of such amounts shall not commence until the Executive incurs a Separation from Service (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.

(b)Notwithstanding any provision of this Agreement to the contrary, if the Executive is a Specified Employee (as defined below), he shall not be entitled to any payments upon a Separation from Service until the earlier of:  (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive’s Separation from Service for any reason other than death; or (ii) the Executive’s date of death. The provisions of this Section 16(b) shall only apply if required to comply with Section 409A.

(c)For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) and determined in accordance with the default rules under Section 409A.  “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

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(d)It is intended that the terms and conditions of this Agreement comply with Section 409A.  If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A, the Company may, in its sole discretion and without the Executive’s consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A; (ii) avoid the imposition of taxes, interest and penalties under Section 409A; and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A.  This Section 16(d) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A.

(e)Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation’’ within the meaning of Section 409A.  No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

17.Enforceability; Waiver.  The invalidity and unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.  Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

18.Contract Modification.  Any provision of this Agreement held to be invalid or unenforceable shall be severed or rewritten, and the remaining terms and provisions shall remain in full force and effect.  A court shall rewrite any such provision to make it valid, lawful and enforceable while still, to the maximum extent possible, achieving the spirit and intent of the original provision.  A provision shall be invalidated and severed only if it is impossible to revise it.

19.Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement may be assigned by the Company. The Executive may not assign or delegate his duties under this Agreement without the Company’s prior written approval.

20.Survival. The entitlement of the Executive and the obligations of the Company pursuant to Section 4 and the entitlement of the Company and the covenants, duties and obligations of the Executive pursuant to Section 5, shall each survive any termination or expiration of this Agreement, or any termination or resignation of the Executive’s employment, as the case may be.

[Signature Page To Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employment Agreement as of the date first written above.

EXECUTIVE

/s/ Wayne Exton

Wayne Exton

/s/ Werner Lieberherr

Werner Lieberherr

President and Chief Operating Officer

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Exhibit A

2012 Proprietary Rights Agreement

This Proprietary Rights Agreement (“Agreement”) is intended to set forth in writing my responsibility to BE Aerospace, Inc. and/or any of its subsidiaries or affiliated businesses (collectively the “Company”) during my employment, consultancy, and/or tenure as an independent contractor with the Company and thereafter. I recognize that the Company is engaged in a continuous program of research, development and production respecting its business, present and future. As part of my employment, consultancy, and/or tenure as an independent contractor with the Company, I have certain obligations relating to business, confidential and/or proprietary information of the Company, as well as to inventions which I may develop during my employment, consultancy, and/or tenure as an independent contractor with the Company.

I acknowledge and agree that:

1.   Agreement, Effective Date.  This Agreement shall be effective on, the first day of my employment, consultancy, and/or tenure as an independent contractor with the Company and shall continue in effect throughout my employment, consultancy, and/or tenure as an independent contractor (the “Agreement Period”). As an inducement to and in consideration of my acceptance and/or continuation of employment, consultancy, and/or tenure as an independent contractor with the Company, and the Company’s compensating me for services and extending to me certain other benefits of a compensatory nature, but without any obligation on the Company’s part to continue such employment, compensation or benefits for any specified period whatsoever, I agree to protect, safeguard and maintain the integrity and confidentiality of the Company’s valuable assets and legitimate business interests in accordance with the terms and conditions set forth in this Agreement.

2. Confidentiality. I will maintain in confidence and will not disclose or use, either during or after the Agreement Period, any “Proprietary Information”, whether or not in written form, except to the extent required to perform my duties on behalf of the Company. Proprietary Information means all of the following materials and information that I use, receive, have access to, conceive or develop or have used, received, conceived or developed, in whole or in part, in connection with my employment, consultancy, and/or tenure as an independent contractor with the Company:

(i) Written materials of the Company;

(ii) The names and information relating to customers and prospective customers of the Company and/or persons, firms, corporations or other entities with whom the Company has provided goods or services at any time, including contact persons, addresses and phone numbers, their characteristics and preferences and types of services provided to or received from those customers and prospective customers;

(iii) The terms of various agreements between the Company and any third parties, including without limitation, the terms of customer agreements, vendor or supplier agreements, lease agreements, advertising agreements, fee arrangements, terms of dealing and the like;

(iv) Any data or database, trading algorithms or processes, or other information compiled by the Company, including, but not limited to, customer lists, customer information, information concerning the Company, or any business in which the Company is engaged or contemplates becoming engaged, any company with which the Company engages in business, any customer, prospective customer or other person, firm or corporation to whom or which the Company has provided goods or services or to whom or which any employee of the Company has provided goods or services on behalf of the Company, or any compilation, analysis, evaluation or report concerning or deriving from any data or database, or any other information;

(v) All policies, procedures, strategies and techniques regarding the services performed by the Company or regarding the training, marketing and sales of the Company, either oral or written. The Company's internal corporate policies and practices related to its services, price lists, fee arrangements and terms of dealings with customers or potential customers or vendors. Information relating to formulas, records, research and development data, trade secrets, processes, other methods of doing business, forecasts and business and marketing plans;

(vi) Any other information, data, know-how or knowledge of a confidential or proprietary nature observed, used, received, conceived or developed by me in connection with my employment, consultancy, and/or tenure as an independent contractor by the Company, including and not limited to the Company’s methodologies, price strategies, price lists, costs and quantities sold, financial and sales information, including, but not limited to, the Company’s financial condition, business interests, initiatives, objectives, plans or strategies; internal information regarding personnel identity, skills, compensation, organizational charts, budgets or costs of individual departments, and the compensation paid to those working for or who provide services to the Company; and performance of investments, funds or portfolio companies, including any “track record” or other financial performance information or results;

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(vii) All other non-public information regarding the amount and nature of the capital and assets owned or controlled by, or net worth of, the Company and/or any of the Company's shareholders, members, partners, employees or investors; the investments made, directly or indirectly, by the Company (including, but not limited to, any partnerships, corporations or other entities in which the Company may invest and the assets which any of those entities acquires); the expected or actual rates of return or holding periods of any investment by the Company; the respective interest in any investment of any of its shareholders, members, partners or investors or the manner in which those interests are held; the identities of the other persons or entities who participate in any investment made by the Company; and financial statements, projections, budgets and market information;

(viii) All discoveries, software (including, without limitation, both source code and object code), models, drawings, photographs, specifications, trademarks, formulas, patterns, devices, compilations and all other proprietary know-how and technology, whether or not patentable or copyrightable, and all copies and tangible embodiments of any of the foregoing, and that have been or will be created for the Company by me, whether alone or with others;

(ix) The Company’s inventions, products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing, and production and future business plans, information belonging to customers or suppliers of the Company disclosed incidental to my employment, consultancy, and/or tenure as an independent contractor and any other information which is identified as confidential by the Company; and

(x) “Trade Secrets”, which shall include, but not be limited to, information regarding formulas, processes or methods that: (a) derive independent economic value, actual or potential, from not being generally known to or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of reasonable efforts by the Company to maintain its secrecy. “Trade Secrets” shall also include all other information or data that qualifies as a trade secret under applicable law.

3.   Inventions.

3.1 Definition of Inventions used in this Agreement: the term “Invention” means any new or useful art, discovery, contribution, finding or improvement, whether or not patentable, and all related know-how. Inventions include, but are not limited to, all designs, discoveries, formulas, processes, manufacturing techniques, semiconductor designs, computer software, inventions, improvements and ideas.

3.2 Disclosure and Assignment of Inventions.

(i) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly conceive, develop, or reduce to practice during the Agreement Period (i) which relate, at the time of conception, development or reduction to practice of the Invention, to the Company’s business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or Trade Secrets, or (iii) which resulted from any work I performed for the Company (the “Company Inventions”). I assign all my right, title and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company, which Inventions, if any, are identified on Exhibit “A” to this Agreement. Exhibit “A” contains no confidential information. I have no rights in any Inventions other than the inventions specified in Exhibit “A”. If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use and sell Inventions developed by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company.

(ii) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, along or with others, within one (1) year after termination of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment, consultancy, and/or tenure as an independent contractor with the Company and are to be assigned to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Company.

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3.3 Nonassignable Inventions.  This Agreement does not apply to an invention which qualifies fully as a nonassignable invention.

4.   Use and Return of Proprietary Information and Trade Secrets:

(i) I agree that under no circumstance and at no time shall any of the Proprietary Information and Trade Secrets be taken from the Company’s premises and that under no circumstances and at no time shall any of the Proprietary Information and Trade Secrets be duplicated, in whole or in part, without the express written permission of the Company, which permission may be granted or denied in the Company’s sole and absolute discretion;

(ii) I agree that, upon termination of my employment (if applicable) and/or tenure as an independent contractor with the Company for any reason (regardless of whether or not the Company retains me as a consultant) or at any other time upon the Company’s request, I shall return to Company, without retaining any copies, all Proprietary Information and Trade Secrets, as well as all other Company’s documents and other materials, which are in my possession regardless of the form in which any such materials are kept;

(iii) I covenant and agree that all right, title and interest in any Proprietary Information and Trade Secrets shall be and shall remain the exclusive property of the Company and shall be and hereby are vested and assigned by me to the Company. I agree to promptly disclose to the Company all Proprietary Information and Trade Secrets developed in whole or in part by me within the scope of this Agreement. In relation to my employment, consultancy, and/or tenure as an independent contractor or the performance of this Agreement, I have created or may create certain work product for the Company that may be copyrighted or copyrightable under the laws of the United States. To the extent that any such work product is created, I will be considered to have created a Work Made for Hire as defined in 17 U.S.C. § 101, and the Company shall have the sole right to the copyright. In the event that any such work product created by me does not qualify as a Work Made for Hire, I hereby assign the copyright and all rights, throughout the world, in and to the work product to the Company, as provided for in paragraph (v) below. I agree to turn over to the Company all physical manifestations of the Proprietary Information and Trade Secrets in my possession or under my control at the request of the Company;

(iv) I acknowledge that all documents, in hard copy or electronic form, received, created or used by me in connection with my employment, consultancy, and/or tenure as an independent contractor with the Company are and will remain the property of the Company. I agree to return all such documents (including all copies) promptly upon the termination of my employment, consultancy, and/or tenure as an independent contractor, certify that no other documents remain, and agree that, during or after my employment, consultancy, and/or tenure as an independent contractor, I will not, under any circumstances, without the written consent of the Company, disclose those documents to anyone outside the Company or use those documents for any purpose other than the advancement of the Company's interests;

(v) I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the work product (including Proprietary Information and/or Trade Secrets) and any rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such work product and any rights relating thereto, and testifying in a suit or other proceeding relating to such work product and any rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. In connection with my execution of this Agreement, I hereby irrevocably grant to the Company an irrevocable power of attorney designating and appointing the Company’s duly authorized officer as my agent and attorney in fact, should I become unable because of my mental or physical incapacity or for any other reason, to sign any documents with respect to any work product including, without limitation, permitting the Company to apply for or pursue any application for any United States or foreign patents or copyright registrations covering such work product. In connection with such power of attorney, I permit the agent to act for and on my behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such work product with the same legal force and effect as if executed or done by me.

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5. Competitive Employment.  During the Agreement Period, including any extensions thereof (as applicable), I agree that I will not directly or indirectly own, manage, work for, provide services to, obtain financial interest in, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, director, agent, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association or other entity that is engaged in any manner in the business of the Company.

I further agree that during the same period I will not directly or indirectly own, manage, work for, provide services to, obtain financial interest in, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, director, agent, independent contractor or otherwise with any business entity that is not engaged in the business of the Company in any market in which the Company conducts business or provides services where such other business entity could utilize or gain a business or economic advantage through the use of Confidential Information, Trade Secrets, my training by the Company, my relationship with the Company’s customers, suppliers, vendors, clients or investors or prospective customers, suppliers, vendors, clients or investors or the Company’s goodwill.

I may make passive investments in publicly traded entities not to exceed 3% of the outstanding voting securities of such public entity, provided, however, that such investment do not prevent me from abiding by this Agreement, including this Paragraph 5.

6. Non-solicitation.  During the Agreement Period and for a period of two (2) years thereafter, I will not solicit or encourage, or cause others to solicit or encourage, any employees, suppliers, vendors, or consultants of/to the Company to terminate their employment or other relationship, as applicable, with the Company.

7. Acts to Secure Proprietary Rights.  I agree to perform, during and after the Agreement Period, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Inventions. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings.

8. No Conflicting Obligations.  My performance of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company. I will not disclose, induce, or permit the Company to, either directly or indirectly, use, any confidential or proprietary information or material belonging to any previous employer or other person or entity. I am not a party to any other agreement that will interfere with my full compliance with this Agreement. I will not enter into any agreement, whether written or oral, conflicting with the provisions of this Agreement.

9. Survival. Notwithstanding the termination of the Agreement Period, this Agreement shall survive such termination and continue in accordance with its terms and conditions. Unless provided otherwise in a written contract with the Company, this Agreement does not in any way restrict my right or the right of the Company to terminate my employment, consultancy, and/or tenure as an independent contractor at any time, for any reason or for no reason.

10. Specific Performance.  A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages, if appropriate).

11. Waiver.  The waiver by the Company of a breach of any provision of this Agreement by me will not operate or be construed as a waiver of any other or subsequent breach by me.

12. Severability.  If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.

13. Governing Law. This Agreement will be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the state of Florida.

14. Entire Agreement.  This Agreement and the Exhibits to this Agreement constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral, except for prior proprietary rights agreements which shall for the period prior to the effective date of this agreement be deemed to be in addition to, and not in lieu of, this Agreement for such prior period. This Agreement may be amended or modified only with the written consent of both me and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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15. Assignment.  This Agreement may be assigned by the Company. I may not assign or delegate my duties under this Agreement without the Company’s prior written approval. This Agreement shall be binding upon my heirs, successors and permitted assignees.

	EMPLOYEE
Date:
	(Name)
	(Printed Name)
Date:	BE AEROSPACE, INC.
	By:
	Title:

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EX-10.3

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made as of the 4th day of May, 2012, by and between BE Aerospace, Inc., a Delaware corporation (the “Company”), and Richard M. Sharpe (the “Executive”).

RECITALS

WHEREAS, the Executive is employed by the Company subject to that certain Employment Agreement between the Company and the Executive dated May 4, 2009 (the “Prior Agreement”);

WHEREAS, the Company and the Executive wish to amend and restate the Prior Agreement in favor of this Agreement;

WHEREAS, the Company wishes to make secure for itself the experience, abilities and services of the Executive and to prevent the loss of such experience, services and abilities;

WHEREAS, concurrently with the execution of this Agreement, the Executive and the Company are entering into the 2012 Proprietary Rights Agreement, which is attached hereto as Exhibit A;

WHEREAS, by virtue of the Executive’s position with the Company, the Executive has regular access to and use of the Company’s confidential information and trade secrets, and the Company has a legitimate interest in protecting its confidential information and trade secrets by prohibiting the Executive from assisting, whether directly or indirectly, a competitor or competing with the Company for a reasonable period after the termination of the Executive’s employment; and

WHEREAS, the Executive has successfully completed drug/substance abuse testing, and the Company has received the results of such testing.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1.Employment.  The Company shall employ the Executive, and the Executive shall perform services for and continue in the employment of the Company, for an initial period of two (2) years commencing on May 4, 2012, and ending on May 4, 2014, whereupon the Executive’s employment hereunder shall automatically be extended for additional two (2) year periods on and after May 4, 2014, until either the Company or the Executive gives the other party at least thirty (30) days’ written notice prior to the then applicable Expiration Date (as defined below) of its or his desire to terminate this Agreement, unless the Executive’s employment is terminated earlier pursuant to this Agreement.  For purposes of this Agreement: (a) the term “Employment Period” means the initial two (2) year period and all extensions thereof, if any; and (b) the term “Expiration Date” means May 4 of any even calendar year on or after 2014.

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2.Position and Duties.  The Executive shall serve the Company in the capacity of Vice President and General Manager for the Consumables Management Segment of the Company and shall:  (i) be accountable to the President and Chief Operating Officer of the Company; and (ii) have such other powers, duties and responsibilities, consistent with this capacity, as may from time to time be prescribed by the President and Chief Operating Officer of the Company.  The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities.  The Executive shall devote all of his working time and efforts to the business and affairs of the Company.

3.Compensation.

(a)Salary.  During the Employment Period, the Executive shall receive a salary (the “Salary”) payable at the rate of $416,000.00 per annum.  Such rate may be adjusted from time to time by the President and Chief Operating Officer of the Company; provided, however, that it shall at no time be adjusted below the Salary then in effect.  The Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.  The Salary shall be pro-rated for any period of service less than a full year.

(b)Incentive Bonus.  During the Employment Period, the Executive may receive a performance bonus of up to ninety (90%) percent of the Salary, as determined by the Compensation Committee of the Company in its sole discretion. The incentive bonus shall be paid in accordance with Company policy, but in no event later than March 15th of the year following the year in which it is earned.

(c)Expenses.  During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Company in accordance with the Company’s policies and procedures in effect from time to time.

(d)Benefits.  During the Employment Period, the Executive shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement, accident, and other employee benefit plans, programs and arrangements made generally available by the Company to its executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements in effect from time to time.  In accordance with the Company’s policies in effect from time to time applicable to the Executive, the Executive shall also be entitled to paid vacation in any fiscal year during the Employment Period as well as all paid holidays given by the Company to its employees.

(e)Automobile.  During the Employment Period, the Executive shall receive an automobile allowance (the “Automobile Allowance”)of $1,100 per month, less applicable taxes, payable in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Automobile Allowance accrued.

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(f)Equity Awards.

(i)  During the Employment Period, the Executive shall be eligible to participate in the Company’s equity incentive plan as determined by the Compensation Committee in its sole discretion.  The timing of the grant, form and amount of the equity awards shall be determined by the Compensation Committee in its sole discretion. The equity awards shall be granted pursuant to and subject to the terms of the Company’s 2005 Long-Term Incentive Plan (or any successor plan) and an award agreement to be entered into between the Company and the Executive.

(ii) Notwithstanding any provision in the applicable award documents, and as additional consideration for the Executive’s restrictive covenants for the benefit of the Company set forth in Section 5 of this Agreement, the Executive’s time-vested equity awards shall, subject to applicable law, accelerate and become immediately vested and unrestricted and, as applicable, become immediately exercisable and remain exercisable through the remainder of their term following the occurrence of any of the following events (the “Accelerated Restricted Stock”): (A) the termination of the Executive’s employment without Cause pursuant to Section 4(e); (B) the Executive’s termination due to Incapacity pursuant to Section 4(c); (C) the Executive’s death; or (D) upon a Change of Control (as defined in Section 4(f)).  Nothing in this Section 3(f)(ii) shall alter the terms of any equity awards subject to performance-based vesting.

4.Termination and Compensation Thereon.

(a)Termination Date.  Subject to the terms and conditions of this Agreement, the Executive’s employment pursuant to this Agreement may be terminated either by the Executive or the Company at any time and for any reason.  The term “Termination Date” means: (i) if the Executive’s employment is terminated by his death, the date of his death; or (ii) if the Executive’s employment is terminated for any other reason, the date on which the Executive incurs a Separation from Service (as defined in Section 16(c), below).

(b)Death.  The Executive’s employment hereunder shall terminate upon his death.  In such event, the Company shall, within thirty (30) days following the date of death, pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to the Salary (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.

(c)Incapacity.  If, in the reasonable judgment of the President and Chief Operating Officer, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of six (6) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the six (6)-month period.  In such event, upon the Termination Date, the Company shall pay to the Executive a lump sum payment equal to the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.  The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive or his designated appointee signs a waiver and release of claims agreement in the form provided by the Company in its discretion and such waiver and release becomes effective and irrevocable in its entirety prior to such date.  If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(c) and 4(g).  To the extent not already paid, the Company’s obligation to pay the Executive his Salary and benefits shall be reduced if the Executive subsequently takes other employment to the extent of the Executive’s salary and benefits from such subsequent employment.  Any dispute between the President and Chief Operating Officer and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the President and Chief Operating Officer and the Executive, whose decision shall be binding on all parties.

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(d)Termination by the Company for Cause; Resignation by the Executive.

(i)If the Executive’s employment is terminated by the Company for Cause or the Executive resigns his employment for any reason (other than pursuant to Section 4(f)), the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for unpaid Salary and benefits accrued through the Termination Date.

(ii)For purposes of this Agreement, “Cause” means the Executive’s:  (A) failure, refusal or neglect to perform and discharge his powers, duties, obligations or responsibilities as an employee of the Company; (B) violation of Company policies; (C) breach of the terms of this Agreement or the 2012 Proprietary Rights Agreement; (D) breach of any fiduciary duties or duties of loyalty the Executive may have because of any position the Executive holds with the Company or any subsidiary or affiliate thereof; (E) conviction of, or plea of nolo contendere to, a felony or any other crime involving the Executive’s personal dishonesty or moral turpitude or that could reflect negatively upon the Company or any of its subsidiaries or affiliates; (F) indictment by a grand jury for acts detrimental to the Company’s best interests; or (G) engagement in willful misconduct (including any willful violation of federal securities laws), negligence, act of dishonesty, violence or threat of violence, in each case that would reasonably be expected to result in injury to the Company or any of its subsidiaries or affiliates.

(e)Termination Without Cause.  The Company may terminate the Executive’s employment hereunder at any time without Cause.  In such event, the Company shall pay to the Executive a lump sum payment equal to: (i) the Salary payable during the period from the Termination Date through the Expiration Date at the rate in effect on the Termination Date; and (ii) one (1) times the Salary in effect as of the Termination Date ((i) and (ii), collectively, the “Severance Payment”).  The Severance Payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(e) and 4(g).

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(f)Change of Control.

(i)If a Change of Control occurs during the Employment Period and, following or in connection with such Change of Control, the Executive’s employment is terminated for any reason (other than Cause), or the Executive resigns his employment because any of the Executive’s position, powers, duties or responsibilities under Section 2 above are materially reduced without his agreement, or any  material compensation or benefit payable or otherwise extended to the Executive hereunder is eliminated or materially reduced, the Company or its successor in interest shall give prompt notice to the Executive of any such termination, change, elimination or reduction and, within thirty (30) days following the Termination Date, pay to the Executive a lump sum amount equal to:

(A) the Executive’s Salary (at the rate in effect as of the Termination Date), payable during the period from the Termination Date through the Expiration Date; and

(B) one (1) times the Salary at the rate in effect as of the date of the Change of Control.

(ii)For purposes of this Agreement, a “Change of Control” means a “change in control event” within the meaning of the default rules under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”).  The obligations of the Company pursuant to this Section 4(f) shall survive any termination of this Agreement or the Executive’s employment or any resignation of such employment by the Executive pursuant to this Section 4(f).

(g)Benefit Continuation.  If the Executive’s employment is terminated pursuant to Sections 4(c), 4(e) or 4(f), the Company shall provide the Executive and his eligible dependents with continued participation in medical, dental and health benefit plans available to the Company’s executive officers on similar terms and conditions as active executives, from the Termination Date until the earlier of: (i) the Expiration Date; or (ii) the date the Executive becomes eligible for comparable benefits provided by a third party; provided, however, that the continuation of such benefits shall be subject to the respective terms of the applicable plan, in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time.  To the extent that reimbursable medical and dental care expenses constitute deferred compensation for purposes of Section 409A, the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following the calendar year in which such expenses are incurred.

5.Non-Compete.  During the Executive’s employment with the Company and for a period ending two (2) years following the Termination Date (the “Restricted Period”), the Executive shall not directly or indirectly:

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(a)           with respect to any Competing Product or Service, compete in any place the Company does or conducts business as of the Termination Date.  “Competing Product or Service” means (i) those products or services manufactured, developed, researched, sold, or provided by the Consumables Management Segment of the Company and/or its affiliates on the Termination Date, and (ii) those products or services under development in the Consumables Management Segment of the Company during the Executive’s employment with the Company of which he had knowledge, or any product or service competitive with or intended to compete with such products or services, or any product or service of the Consumables Management Segment of the Company which the Executive acquired knowledge of as a result of his employment with the Company;

(b)           own, invest in, make loans to, operate, manage, control, participate in, consult with, or advise any entity that provides a Competing Product or Service with the Company in the United States.  This covenant shall not prevent the Executive from having passive investments of less than five percent (5%) of the outstanding equity securities of any entity listed for trading on a national stock exchange (as defined in the Securities Exchange Act of 1934) or any recognized automatic quotation system;

(c)           contact, solicit business from, perform services for, or accept work or business from any clients or customers of the Company with whom the Executive has worked or had contact during the Executive’s employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets;

(d)           contact, solicit or accept contact from any clients, subcontractors, consultants, vendors, suppliers or independent contractors of the Company for the purpose of interfering with, causing, inviting, or encouraging any such persons or entities from altering or terminating their business relationship or association with the Company. This applies to any clients, subcontractors, consultants, vendors, suppliers or independent contractors with whom the Executive has worked or had contact during his employment with the Company, or of whom the Executive had knowledge of due to his employment or access to the Company’s confidential information and/or trade secrets; or

(e)           contact, solicit or accept contact from any employee of the Company for the purpose of interfering with their employment with the Company, or inviting or encouraging them to terminate their employment with the Company or which has the effect of altering or terminating their employment with the Company.

6.Extension of the Restricted Period.  If the Executive breaches any provision of Section 5, the Executive agrees and acknowledges that the Restricted Period shall be extended by the time period of such breach.

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7.Remedies; Enforcement.  The Executive agrees that the covenants set forth in Section 5 are necessary and reasonably limited in scope and duration to protect the Company’s commercial interest, including, but not limited to, protection from unfair competition, disparagement, misappropriation, disclosure or use of its confidential information and/or trade secrets, and misuse or unauthorized use of the Company’s work product/inventions.  The Executive agrees and acknowledges that if the Executive violates any provision of Section 5 of this Agreement, the Company will have an inadequate remedy at law and will suffer continuing and irreparable injury to its business.  The Company shall be entitled to enjoin the Executive from any breach or threatened breach of this Agreement and other applicable injunctive or equitable relief (without obtaining a bond or posting other security) and without the necessity of proving any actual damage or that monetary damages would not afford it an adequate remedy.

8.Clawback.  The Executive agrees and acknowledges that if he breaches any of his obligations, duties, or covenants set forth in Section 5 of this Agreement, then: (i) any of the Accelerated Restricted Stock that has not vested at the time of such breach shall be forfeited; and (ii) the Company shall be entitled to clawback any of the Accelerated Restricted Stock that has previously vested, as well as any proceeds the Executive has received for the sale of the Accelerated Restricted Stock.  The Company’s remedies set forth in this Section 8 are in addition to, and not in lieu of, any other remedies to which the Company may be entitled.

9.Amendments.  No amendment to this Agreement or any schedule hereto shall be effective unless it is in writing and signed by each party hereto.

10.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally (or refusal to accept delivery) or sent by overnight mail or three days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to it at:

BE Aerospace, Inc.

1455 Fairchild Road

Winston Salem, N.C. 27105

Attention: President and Chief Operating Officer

with a copy to:

BE Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL 33414

Attention: General Counsel

If to the Executive, to him at:

2542 Royal Palm Way

Westin, FL 33327

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11.Entire Agreement.  This Agreement and the 2012 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  The non-solicitation and non-competition provisions in this Agreement and those in the 2012 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.

12.Headings.  The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

13.Counterparts.  This Agreement may be executed in multiple counterparts (each of which is to be deemed original for all purposes).  This Agreement may also be executed by delivery by facsimile or electronic mail of an executed counterpart of this Agreement.  The parties hereto agree that the signature of any party transmitted by facsimile with confirmation of transmission or by electronic mail shall have binding effect as though such signature were delivered as an original.

14.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the State of Florida.

15.Withholding.  All payment(s) made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

16.Section 409A.

(a)If any amounts that become due under Sections 3 or 4 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A, payment of such amounts shall not commence until the Executive incurs a Separation from Service (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.

(b)Notwithstanding any provision of this Agreement to the contrary, if the Executive is a Specified Employee (as defined below), he shall not be entitled to any payments upon a Separation from Service until the earlier of:  (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive’s Separation from Service for any reason other than death; or (ii) the Executive’s date of death. The provisions of this Section 16(b) shall only apply if required to comply with Section 409A.

(c)For purposes of this Agreement, “Separation from Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) and determined in accordance with the default rules under Section 409A.  “Specified Employee” shall have the meaning set forth in Section 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

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(d)It is intended that the terms and conditions of this Agreement comply with Section 409A.  If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A, the Company may, in its sole discretion and without the Executive’s consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A; (ii) avoid the imposition of taxes, interest and penalties under Section 409A; and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A.  This Section 16(d) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A.

(e)Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a “deferral of compensation’’ within the meaning of Section 409A.  No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

17.Enforceability; Waiver.  The invalidity and unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.  Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

18.Contract Modification.  Any provision of this Agreement held to be invalid or unenforceable shall be severed or rewritten, and the remaining terms and provisions shall remain in full force and effect.  A court shall rewrite any such provision to make it valid, lawful and enforceable while still, to the maximum extent possible, achieving the spirit and intent of the original provision.  A provision shall be invalidated and severed only if it is impossible to revise it.

19.Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement may be assigned by the Company. The Executive may not assign or delegate his duties under this Agreement without the Company’s prior written approval.

20.Survival.  The entitlement of the Executive and the obligations of the Company pursuant to Section 4 and the entitlement of the Company and the covenants, duties and obligations of the Executive pursuant to Section 5, shall each survive any termination or expiration of this Agreement, or any termination or resignation of the Executive’s employment, as the case may be.

[Signature Page To Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employment Agreement as of the date first written above.

EXECUTIVE

/s/ Richard M. Sharpe

Richard M. Sharpe

/s/ Werner Lieberherr

Werner Lieberherr

President and Chief Operating Officer

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Exhibit A

2012 Proprietary Rights Agreement

This Proprietary Rights Agreement (“Agreement”) is intended to set forth in writing my responsibility to BE Aerospace, Inc. and/or any of its subsidiaries or affiliated businesses (collectively the “Company”) during my employment, consultancy, and/or tenure as an independent contractor with the Company and thereafter. I recognize that the Company is engaged in a continuous program of research, development and production respecting its business, present and future. As part of my employment, consultancy, and/or tenure as an independent contractor with the Company, I have certain obligations relating to business, confidential and/or proprietary information of the Company, as well as to inventions which I may develop during my employment, consultancy, and/or tenure as an independent contractor with the Company.

I acknowledge and agree that:

1.   Agreement, Effective Date.  This Agreement shall be effective on, the first day of my employment, consultancy, and/or tenure as an independent contractor with the Company and shall continue in effect throughout my employment, consultancy, and/or tenure as an independent contractor (the “Agreement Period”). As an inducement to and in consideration of my acceptance and/or continuation of employment, consultancy, and/or tenure as an independent contractor with the Company, and the Company’s compensating me for services and extending to me certain other benefits of a compensatory nature, but without any obligation on the Company’s part to continue such employment, compensation or benefits for any specified period whatsoever, I agree to protect, safeguard and maintain the integrity and confidentiality of the Company’s valuable assets and legitimate business interests in accordance with the terms and conditions set forth in this Agreement.

2. Confidentiality. I will maintain in confidence and will not disclose or use, either during or after the Agreement Period, any “Proprietary Information”, whether or not in written form, except to the extent required to perform my duties on behalf of the Company. Proprietary Information means all of the following materials and information that I use, receive, have access to, conceive or develop or have used, received, conceived or developed, in whole or in part, in connection with my employment, consultancy, and/or tenure as an independent contractor with the Company:

(i) Written materials of the Company;

(ii) The names and information relating to customers and prospective customers of the Company and/or persons, firms, corporations or other entities with whom the Company has provided goods or services at any time, including contact persons, addresses and phone numbers, their characteristics and preferences and types of services provided to or received from those customers and prospective customers;

(iii) The terms of various agreements between the Company and any third parties, including without limitation, the terms of customer agreements, vendor or supplier agreements, lease agreements, advertising agreements, fee arrangements, terms of dealing and the like;

(iv) Any data or database, trading algorithms or processes, or other information compiled by the Company, including, but not limited to, customer lists, customer information, information concerning the Company, or any business in which the Company is engaged or contemplates becoming engaged, any company with which the Company engages in business, any customer, prospective customer or other person, firm or corporation to whom or which the Company has provided goods or services or to whom or which any employee of the Company has provided goods or services on behalf of the Company, or any compilation, analysis, evaluation or report concerning or deriving from any data or database, or any other information;

(v) All policies, procedures, strategies and techniques regarding the services performed by the Company or regarding the training, marketing and sales of the Company, either oral or written. The Company's internal corporate policies and practices related to its services, price lists, fee arrangements and terms of dealings with customers or potential customers or vendors. Information relating to formulas, records, research and development data, trade secrets, processes, other methods of doing business, forecasts and business and marketing plans;

(vi) Any other information, data, know-how or knowledge of a confidential or proprietary nature observed, used, received, conceived or developed by me in connection with my employment, consultancy, and/or tenure as an independent contractor by the Company, including and not limited to the Company’s methodologies, price strategies, price lists, costs and quantities sold, financial and sales information, including, but not limited to, the Company’s financial condition, business interests, initiatives, objectives, plans or strategies; internal information regarding personnel identity, skills, compensation, organizational charts, budgets or costs of individual departments, and the compensation paid to those working for or who provide services to the Company; and performance of investments, funds or portfolio companies, including any “track record” or other financial performance information or results;

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(vii) All other non-public information regarding the amount and nature of the capital and assets owned or controlled by, or net worth of, the Company and/or any of the Company's shareholders, members, partners, employees or investors; the investments made, directly or indirectly, by the Company (including, but not limited to, any partnerships, corporations or other entities in which the Company may invest and the assets which any of those entities acquires); the expected or actual rates of return or holding periods of any investment by the Company; the respective interest in any investment of any of its shareholders, members, partners or investors or the manner in which those interests are held; the identities of the other persons or entities who participate in any investment made by the Company; and financial statements, projections, budgets and market information;

(viii) All discoveries, software (including, without limitation, both source code and object code), models, drawings, photographs, specifications, trademarks, formulas, patterns, devices, compilations and all other proprietary know-how and technology, whether or not patentable or copyrightable, and all copies and tangible embodiments of any of the foregoing, and that have been or will be created for the Company by me, whether alone or with others;

(ix) The Company’s inventions, products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing, and production and future business plans, information belonging to customers or suppliers of the Company disclosed incidental to my employment, consultancy, and/or tenure as an independent contractor and any other information which is identified as confidential by the Company; and

(x) “Trade Secrets”, which shall include, but not be limited to, information regarding formulas, processes or methods that: (a) derive independent economic value, actual or potential, from not being generally known to or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of reasonable efforts by the Company to maintain its secrecy. “Trade Secrets” shall also include all other information or data that qualifies as a trade secret under applicable law.

3. Inventions.

3.1 Definition of Inventions used in this Agreement: the term “Invention” means any new or useful art, discovery, contribution, finding or improvement, whether or not patentable, and all related know-how. Inventions include, but are not limited to, all designs, discoveries, formulas, processes, manufacturing techniques, semiconductor designs, computer software, inventions, improvements and ideas.

3.2 Disclosure and Assignment of Inventions.

(i) I will promptly disclose and describe to the Company all Inventions which I may solely or jointly conceive, develop, or reduce to practice during the Agreement Period (i) which relate, at the time of conception, development or reduction to practice of the Invention, to the Company’s business or actual or demonstrably anticipated research or development, (ii) which were developed, in whole or in part, on the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or Trade Secrets, or (iii) which resulted from any work I performed for the Company (the “Company Inventions”). I assign all my right, title and interest worldwide in the Company Inventions and in all intellectual property rights based upon the Company Inventions. However, I do not assign or agree to assign any Inventions relating in any way to the Company business or demonstrably anticipated research and development which were made by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company, which Inventions, if any, are identified on Exhibit “A” to this Agreement. Exhibit “A” contains no confidential information. I have no rights in any Inventions other than the inventions specified in Exhibit “A”. If no such list is attached, I have no such Inventions or I grant an irrevocable, nonexclusive, royalty-free, worldwide license to the Company to make, use and sell Inventions developed by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company.

(ii) I recognize that Inventions relating to my activities while working for the Company and conceived or made by me, along or with others, within one (1) year after termination of the Agreement Period may have been conceived in significant part while I was retained by the Company. Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment, consultancy, and/or tenure as an independent contractor with the Company and are to be assigned to the Company as a Company Invention unless and until I have established the contrary. I agree to disclose promptly in writing to the Company all Inventions made or conceived by me for one (1) year after the Agreement Period, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of the Company. Any such information will be received in confidence by the Company.

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3.3 Nonassignable Inventions.  This Agreement does not apply to an invention which qualifies fully as a nonassignable invention.

4. Use and Return of Proprietary Information and Trade Secrets:

(i) I agree that under no circumstance and at no time shall any of the Proprietary Information and Trade Secrets be taken from the Company’s premises and that under no circumstances and at no time shall any of the Proprietary Information and Trade Secrets be duplicated, in whole or in part, without the express written permission of the Company, which permission may be granted or denied in the Company’s sole and absolute discretion;

(ii) I agree that, upon termination of my employment (if applicable) and/or tenure as an independent contractor with the Company for any reason (regardless of whether or not the Company retains me as a consultant) or at any other time upon the Company’s request, I shall return to Company, without retaining any copies, all Proprietary Information and Trade Secrets, as well as all other Company’s documents and other materials, which are in my possession regardless of the form in which any such materials are kept;

(iii) I covenant and agree that all right, title and interest in any Proprietary Information and Trade Secrets shall be and shall remain the exclusive property of the Company and shall be and hereby are vested and assigned by me to the Company. I agree to promptly disclose to the Company all Proprietary Information and Trade Secrets developed in whole or in part by me within the scope of this Agreement. In relation to my employment, consultancy, and/or tenure as an independent contractor or the performance of this Agreement, I have created or may create certain work product for the Company that may be copyrighted or copyrightable under the laws of the United States. To the extent that any such work product is created, I will be considered to have created a Work Made for Hire as defined in 17 U.S.C. § 101, and the Company shall have the sole right to the copyright. In the event that any such work product created by me does not qualify as a Work Made for Hire, I hereby assign the copyright and all rights, throughout the world, in and to the work product to the Company, as provided for in paragraph (v) below. I agree to turn over to the Company all physical manifestations of the Proprietary Information and Trade Secrets in my possession or under my control at the request of the Company;

(iv) I acknowledge that all documents, in hard copy or electronic form, received, created or used by me in connection with my employment, consultancy, and/or tenure as an independent contractor with the Company are and will remain the property of the Company. I agree to return all such documents (including all copies) promptly upon the termination of my employment, consultancy, and/or tenure as an independent contractor, certify that no other documents remain, and agree that, during or after my employment, consultancy, and/or tenure as an independent contractor, I will not, under any circumstances, without the written consent of the Company, disclose those documents to anyone outside the Company or use those documents for any purpose other than the advancement of the Company's interests;

(v) I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the work product (including Proprietary Information and/or Trade Secrets) and any rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such work product and any rights relating thereto, and testifying in a suit or other proceeding relating to such work product and any rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. In connection with my execution of this Agreement, I hereby irrevocably grant to the Company an irrevocable power of attorney designating and appointing the Company’s duly authorized officer as my agent and attorney in fact, should I become unable because of my mental or physical incapacity or for any other reason, to sign any documents with respect to any work product including, without limitation, permitting the Company to apply for or pursue any application for any United States or foreign patents or copyright registrations covering such work product. In connection with such power of attorney, I permit the agent to act for and on my behalf and stead to execute and file any papers, oaths and to do all other lawfully permitted acts with respect to such work product with the same legal force and effect as if executed or done by me.

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5. Competitive Employment.  During the Agreement Period, including any extensions thereof (as applicable), I agree that I will not directly or indirectly own, manage, work for, provide services to, obtain financial interest in, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, director, agent, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association or other entity that is engaged in any manner in the business of the Company.

I further agree that during the same period I will not directly or indirectly own, manage, work for, provide services to, obtain financial interest in, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, director, agent, independent contractor or otherwise with any business entity that is not engaged in the business of the Company in any market in which the Company conducts business or provides services where such other business entity could utilize or gain a business or economic advantage through the use of Confidential Information, Trade Secrets, my training by the Company, my relationship with the Company’s customers, suppliers, vendors, clients or investors or prospective customers, suppliers, vendors, clients or investors or the Company’s goodwill.

I may make passive investments in publicly traded entities not to exceed 3% of the outstanding voting securities of such public entity, provided, however, that such investment do not prevent me from abiding by this Agreement, including this Paragraph 5.

6. Non-solicitation.  During the Agreement Period and for a period of two (2) years thereafter, I will not solicit or encourage, or cause others to solicit or encourage, any employees, suppliers, vendors, or consultants of/to the Company to terminate their employment or other relationship, as applicable, with the Company.

7. Acts to Secure Proprietary Rights.  I agree to perform, during and after the Agreement Period, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Inventions. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings.

8. No Conflicting Obligations.  My performance of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior to my employment, consultancy, and/or tenure as an independent contractor with the Company. I will not disclose, induce, or permit the Company to, either directly or indirectly, use, any confidential or proprietary information or material belonging to any previous employer or other person or entity. I am not a party to any other agreement that will interfere with my full compliance with this Agreement. I will not enter into any agreement, whether written or oral, conflicting with the provisions of this Agreement.

9. Survival. Notwithstanding the termination of the Agreement Period, this Agreement shall survive such termination and continue in accordance with its terms and conditions. Unless provided otherwise in a written contract with the Company, this Agreement does not in any way restrict my right or the right of the Company to terminate my employment, consultancy, and/or tenure as an independent contractor at any time, for any reason or for no reason.

10. Specific Performance.  A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages, if appropriate).

11. Waiver.  The waiver by the Company of a breach of any provision of this Agreement by me will not operate or be construed as a waiver of any other or subsequent breach by me.

12. Severability.  If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.

13. Governing Law. This Agreement will be governed by and construed in accordance with the laws (other than the conflict of laws rules) of the state of Florida.

14. Entire Agreement.  This Agreement and the Exhibits to this Agreement constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral, except for prior proprietary rights agreements which shall for the period prior to the effective date of this agreement be deemed to be in addition to, and not in lieu of, this Agreement for such prior period. This Agreement may be amended or modified only with the written consent of both me and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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15. Assignment.  This Agreement may be assigned by the Company. I may not assign or delegate my duties under this Agreement without the Company’s prior written approval. This Agreement shall be binding upon my heirs, successors and permitted assignees.

	EMPLOYEE
Date:
	(Name)
	(Printed Name)
Date:	BE AEROSPACE, INC.
	By:
	Title:

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EX-31.1

BE AEROSPACE, INC.

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: May 4, 2012	By:/s/ Amin J. Khoury
	Amin J. Khoury
	Chairman and Chief Executive Officer

EX-31.2

BE AEROSPACE, INC.

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:  May 4, 2012	By: /s/ Thomas P. McCaffrey
	Thomas P. McCaffrey
	Senior Vice President and
	Chief Financial Officer

EX-32.1

BE AEROSPACE, INC.

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 March 31, 2012, 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: May 4, 2012	By:/s/ Amin J. Khoury
	Amin J. Khoury
	Chairman and Chief Executive Officer

EX-32.2

BE AEROSPACE, INC.

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 March 31, 2012, 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:  May 4, 2012	By: /s/ Thomas P. McCaffrey
	Thomas P. McCaffrey
	Senior Vice President and
	Chief Financial Officer

XML

Total Assets by Reportable Segment (Parenthetical) (Detail) (Commercial aircraft, Consumables management and Business jet, USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Commercial aircraft, Consumables management and Business jet
Segment Reporting, Asset Reconciling Item [Line Items]
Corporate assets (including cash and cash equivalents)	$ 479.0	$ 304.6

XML

Accounting for Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of discounted closing price for Employee Stock Purchase Plan	85.00%
Long Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 5.9	$ 6.1
Unrecognized compensation cost	$ 43.8

XML

Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Business Combination, Separately Recognized Transactions [Line Items]
Accounts receivable-trade	$ 26.6
Inventories	73.4
Other current and non-current assets	0.2
Property and equipment	1.6
Goodwill	257.7
Identified intangibles	58.5
Accounts payable	(12.1)
Other current and non-current liabilities	(5.6)
Total purchase price	$ 400.3

XML

Accounting for Uncertainty in Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012 Year	Dec. 31, 2011
Deferred Tax Liability Not Recognized [Line Items]
Unrecognized tax benefits that, if recognized, would affect the effective tax rate	$ 20.0	$ 19.2
Number of tax years the company is currently open to audit by tax authorities	5
Maximum
Deferred Tax Liability Not Recognized [Line Items]
Liability for unrecognized tax benefits for interest and penalties	$ 1.0	$ 1.0

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Goodwill by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Goodwill [Line Items]
Goodwill	$ 1,275.8	$ 1,008.3
Commercial Aircraft
Goodwill [Line Items]
Goodwill	387.4	384.2
Consumables Management
Goodwill [Line Items]
Goodwill	798.3	535.5
Business Jet
Goodwill [Line Items]
Goodwill	$ 90.1	$ 88.6

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Inventories

3 Months Ended

Mar. 31, 2012

Inventories

Note 4.        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.  Work-in-process inventories include costs and estimated earnings in excess of billings on uncompleted contracts and excess over average costs on long-term contracts.  Finished goods inventories primarily consist of aerospace fasteners.  Inventories consist of the following:

	March 31, 2012		December 31, 2011
Purchased materials and component parts	$	181.7	$	165.3
Work-in-process		320.9		295.4
Finished goods		1,124.0		1,019.7
	$	1,626.6	$	1,480.4

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Long-Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 13, 2012
Debt Instrument [Line Items]
Revolving credit facility	750
Revolving credit facility, interest rate, additional to LIBOR	2.00%
Revolving credit facility, interest rate, additional to Prime	1.00%
Revolving credit facility agreement	London interbank offered rate ("LIBOR") (as defined in the Revolving Credit Facility Agreement) plus 200 basis points or Prime (as defined in the Revolving Credit Facility Agreement) plus 100 basis points.
Revolving credit facility, average interest rate	2.47%
Outstanding letter of credit amount	8.9
Senior Unsecured Notes 5.25 Percent Due 2022
Debt Instrument [Line Items]
Senior notes, aggregate principal amount		500.0
Debt, interest rate	5.25%
Debt, due date	2022
Senior Unsecured Notes 6.875 Percent Due 2020
Debt Instrument [Line Items]
Senior notes, aggregate principal amount	650.0
Debt, interest rate	6.875%
Senior notes, net of original issue discount	644.8
Debt, due date	2020
Senior Unsecured Notes 8.5 Percent Due 2018
Debt Instrument [Line Items]
Senior notes, aggregate principal amount	600.0
Debt, interest rate	8.50%
Debt, due date	2018
Covenant Requirement | Minimum
Debt Instrument [Line Items]
Interest coverage ratio	2.25
Covenant Requirement | Maximum
Debt Instrument [Line Items]
Total leverage ratio	4.25

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense on identifiable intangible assets	$ 6.9	$ 6.4
Expected amortization expenses in year one	28
Expected amortization expenses in year two	28
Expected amortization expenses in year three	28
Expected amortization expenses in year four	28
Expected amortization expenses in year five	28
Goodwill increase during period	267.5
Aerospace Corp. ("UFC")
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill increase during period	$ 257.7

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Fair Value Measurements - Additional Information (Detail) (Level 2 inputs, Senior Unsecured Notes, USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Level 2 inputs | Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior Unsecured Notes, fair value	$ 1,879.8	$ 1,367.1

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Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012
Commitments and Contingencies Disclosure [Line Items]
Operating lease, future minimum lease payments	$ 209.6

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Business Combinations

3 Months Ended

Mar. 31, 2012

Business Combinations

Note 3.         Business Combinations

On January 30, 2012, the Company acquired 100% of the outstanding stock of UFC Aerospace Corp. (“UFC”), a provider of complex supply chain management and inventory logistics solutions, for approximately $400 in cash. The transaction was accounted for as a purchase under FASB ASC 805, Business Combinations (“ASC 805”).  The assets purchased and liabilities assumed for this acquisition have been reflected in the accompanying condensed consolidated balance sheet as of March 31, 2012 and the results of operations for this acquisition are included in the accompanying condensed consolidated statement of earnings and comprehensive income from the date of acquisition.

The Company has not yet completed the evaluation and allocation of the purchase price for the UFC acquisition as management’s assessment of the valuation of certain assets and liabilities is not yet complete. The Company does not believe that the final allocation will materially modify the preliminary purchase price allocation. The following table summarizes the preliminary estimates of fair values of assets acquired and liabilities assumed in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

 

Accounts receivable-trade	$	26.6
Inventories		73.4
Other current and non-current assets		0.2
Property and equipment		1.6
Goodwill		257.7
Identified intangibles		58.5
Accounts payable		(12.1	)
Other current and non-current liabilities		(5.6	)
Total purchase price	$	400.3

All of the goodwill and other intangible assets related to this acquisition are expected to be deductible for tax purposes.

Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share giving effect to the UFC acquisition as if it had occurred on January 1, 2011 were $762.6, $69.9 and $0.68, and $640.0, $53.4 and $0.52, for the three months ended March 31, 2012 and 2011, respectively. The Company has begun transferring legacy UFC customers into its consumables management segment systems.  As a result it is not practicable to report stand-alone revenues and operating earnings of the acquired business since the acquisition date.

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Estimated Product Warranty Costs (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Product Liability Contingency [Line Items]
Beginning balance	$ 51.5	$ 38.0
Accruals during the period	12.6	10.5
Settlements made	(4.7)	(4.8)
Ending balance	$ 59.4	$ 43.7

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Net Earnings Per Common Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share Disclosure [Line Items]
Anti-dilutive securities excluded from determination of diluted earnings per common share	0.5	0.4

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 419.8	$ 303.5
Accounts receivable - trade, less allowance for doubtful accounts ($8.5 at March 31, 2012 and $8.2 at December 31, 2011)	422.5	333.2
Inventories	1,626.6	1,480.4
Deferred income taxes	21.2	37.2
Other current assets	35.4	30.6
Total current assets	2,525.5	2,184.9
Property and equipment, net of accumulated depreciation ($224.1 at March 31, 2012 and $213.3 at December 31, 2011)	227.8	208.3
Goodwill	1,275.8	1,008.3
Identifiable intangible assets	441.9	389.8
Deferred income taxes	0.5	0.3
Other assets	60.9	45.7
Total assets	4,532.4	3,837.3
Current liabilities:
Accounts payable	279.7	199.3
Accrued interest	36.4	21.7
Accrued liabilities	355.5	358.5
Current maturities of long-term debt	0.5	0.5
Total current liabilities	672.1	580.0
Long-term debt	1,745.0	1,245.0
Deferred income taxes	108.5	101.8
Other non-current liabilities	42.5	37.9
Commitments, contingencies and off-balance sheet arrangements (Note 8)
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; 104.5 million shares issued as of March 31, 2012 and 104.4 shares issued as of December 31, 2011	1.0	1.0
Additional paid-in capital	1,625.1	1,617.5
Retained earnings	392.8	324.0
Accumulated other comprehensive loss	(54.6)	(69.9)
Total stockholders' equity	1,964.3	1,872.6
Liabilities and Equity, Total	$ 4,532.4	$ 3,837.3

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Basis of Presentation

3 Months Ended

Mar. 31, 2012

Basis of Presentation

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 necessarily 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, 2011.

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.

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Revenues and Operating Earnings by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012		Mar. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 747.3		$ 600.2
Operating earnings	129.8		100.1
Interest expense	28.4		26.2
Earnings before income taxes	101.4		73.9
Commercial Aircraft
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	374.7		310.3
Operating earnings	65.5	[1]	49.3	[1]
Consumables Management
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	286.8		230.8
Operating earnings	51.8	[1]	44.6	[1]
Business Jet
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	85.8		59.1
Operating earnings	$ 12.5	[1]	$ 6.2	[1]

[1] Operating earnings include an allocation of corporate IT costs, employee benefits and selling, general and administrative costs based on the proportion of each segment's systems users, number of employees and sales.

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2012

Revenues and Operating Earnings by Reportable Segment

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Revenues
Commercial aircraft	$	374.7	$	310.3
Consumables management		286.8		230.8
Business jet		85.8		59.1
	$	747.3	$	600.2
Operating earnings (1)
Commercial aircraft	$	65.5	$	49.3
Consumables management		51.8		44.6
Business jet		12.5		6.2
		129.8		100.1
Interest expense		28.4		26.2
Earnings before income taxes	$	101.4	$	73.9

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

Capital Expenditures by Reportable Segment

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Capital expenditures
Commercial aircraft	$	13.6	$	7.0
Consumables management		7.3		2.4
Business jet		2.4		0.9
	$	23.3	$	10.3

Goodwill by Reportable Segment

The following table presents goodwill by reportable segment:

	March 31,		December 31,
	2012		2011
Goodwill
Commercial aircraft	$	387.4	$	384.2
Consumables management		798.3		535.5
Business jet		90.1		88.6
	$	1,275.8	$	1,008.3

Total Assets by Reportable Segment

The following table presents total assets by reportable segment:

	March 31,		December 31,
	2012		2011
Total assets (2)
Commercial aircraft	$	1,435.6	$	1,366.1
Consumables management		2,739.8		2,156.8
Business jet		357.0		314.4
	$	4,532.4	$	3,837.3

(2) Corporate assets (including cash and cash equivalents) of $479.0 and $304.6 at March 31, 2012 and December 31, 2011, respectively, have been allocated to the above segments based on each segment’s respective percentage of total assets.

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Capital Expenditures by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 23.3	$ 10.3
Commercial Aircraft
Property, Plant and Equipment [Line Items]
Capital expenditures	13.6	7.0
Consumables Management
Property, Plant and Equipment [Line Items]
Capital expenditures	7.3	2.4
Business Jet
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 2.4	$ 0.9

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Business Combinations - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Jan. 30, 2012
Business Acquisition [Line Items]
Cash paid to acquire UFC Aerospace Corp			$ 400
UFC Aerospace Corp acquisition, percentage			100.00%
Unaudited pro forma revenues had business acquisitions occurred at the beginning of the period	762.6	640.0
Unaudited pro forma net earnings had business acquisitions occurred at the beginning of the period	$ 69.9	$ 53.4
Unaudited pro forma diluted net earnings per share had business acquisitions occurred at the beginning of the period	$ 0.68	$ 0.52

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2012

Recent Accounting Pronouncements

Note 2.         Recent Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which amends FASB ASC 220, Comprehensive Income.  This guidance requires presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The option to present components of other comprehensive income as part of the statement of stockholders’ equity was eliminated.  The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed.  Additionally, no changes were made to the calculation and presentation of earnings per share.  The Company adopted the provisions of ASU 2011-05 effective January 1, 2012, which resulted in the presentation of a single continuous statement of earnings and comprehensive income in these condensed consolidated financial statements. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This guidance defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments. The adoption of ASU 2011-12 is not expected to have a material impact on the Company’s consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accounts receivable - trade, allowance for doubtful accounts	$ 8.5	$ 8.2
Property and equipment, accumulated depreciation	$ 224.1	$ 213.3
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1.0	1.0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200.0	200.0
Common stock, shares issued	104.5	104.4

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Accounting for Uncertainty in Income Taxes

3 Months Ended

Mar. 31, 2012

Accounting for Uncertainty in Income Taxes

Note 12.       Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740, Income Taxes (“ASC 740”), 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 March 31, 2012 and December 31, 2011, the Company had $20.0 and $19.2, respectively, of net unrecognized tax benefits.  Any subsequent recognition of unrecognized tax benefits, if recognized, would lower the effective tax rate.

The Company classifies interest and penalties related to income tax as income tax expense.  The amount included in the Company’s liability for unrecognized tax benefits for interest and penalties was less than $1.0 as of March 31, 2012 and December 31, 2011.

During 2010, the Company 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 five tax years ended December 31, 2011.  There are currently no material income tax audits in progress.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 24, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	BEAV
Entity Registrant Name	BE AEROSPACE INC
Entity Central Index Key	0000861361
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		103,905,463

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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2012

Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary estimates of fair values of assets acquired and liabilities assumed in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

Accounts receivable-trade	$	26.6
Inventories		73.4
Other current and non-current assets		0.2
Property and equipment		1.6
Goodwill		257.7
Identified intangibles		58.5
Accounts payable		(12.1	)
Other current and non-current liabilities		(5.6	)
Total purchase price	$	400.3

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Revenues	$ 747.3	$ 600.2
Cost of sales	463.8	377.5
Selling, general and administrative	107.3	85.4
Research, development and engineering	46.4	37.2
Operating earnings	129.8	100.1
Operating earnings, as percentage of revenues	17.40%	16.70%
Interest expense	28.4	26.2
Earnings before income taxes	101.4	73.9
Income taxes	32.6	23.6
Net earnings	68.8	50.3
Other comprehensive income:
Foreign currency translation adjustment and other	15.3	23.4
Comprehensive income	$ 84.1	$ 73.7
Net earnings per common share:
Basic	$ 0.67	$ 0.50
Diluted	$ 0.67	$ 0.49
Weighted average common shares:
Basic	102.0	100.9
Diluted	102.5	101.7

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Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

Note 7.         Fair Value Measurements

All financial instruments, except long-term debt, 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 – quoted prices for identical assets and liabilities in markets that are not active, or 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.  There was no debt outstanding under the Revolving Credit Facility as of March 31, 2012.  The fair value of the Company’s Senior Unsecured Notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $1,879.8 and $1,367.1 as of March 31, 2012 and December 31, 2011, respectively.

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Long-Term Debt

3 Months Ended

Mar. 31, 2012

Long-Term Debt

Note 6.         Long-Term Debt

On March 13, 2012, the Company issued $500.0 aggregate principal amount of its 5.25% Senior Notes due 2022 (the “5.25% Senior Unsecured Notes”), in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations of the Company. As of March 31, 2012, long-term debt primarily consisted of our 5.25% Senior Unsecured Notes, $650.0 aggregate principal amount of our 6.875% Senior Unsecured Notes ($644.8 net of original issue discount) due 2020 and $600.0 aggregate principal amount of our 8.5% Senior Unsecured Notes due 2018.  The Company also has a $750 Revolving Credit Facility (the “Revolving Credit Facility”), none of which was drawn at March 31, 2012.

Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) (as defined in the Revolving Credit Facility Agreement) plus 200 basis points or Prime (as defined in the Revolving Credit Facility Agreement) plus 100 basis points.  If drawn, as of March 31, 2012, the rate under the Revolving Credit Facility would have been approximately 2.47%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $8.9 at March 31, 2012.

The Revolving Credit Facility Agreement contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.25 to 1 and a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein).  The Revolving Credit Facility Agreement is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants, and conditions precedent for borrowings, all of which were met as of March 31, 2012.

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Net Earnings Per Common Share (Tables)

3 Months Ended

Mar. 31, 2012

Computations of Basic and Diluted Earnings Per Share

The computations of basic and diluted earnings per share for the three months, ended March 31, 2012 and 2011, respectively, are as follows:

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Net earnings	$	68.8	$	50.3
Basic weighted average common shares		102.0		100.9
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1
Effect of restricted shares issued		0.4		0.7
Diluted weighted average common shares		102.5		101.7
Basic net earnings per share	$	0.67	$	0.50
Diluted net earnings per share	$	0.67	$	0.49

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Inventories (Tables)

3 Months Ended

Mar. 31, 2012

Inventories

Inventories consist of the following:

	March 31, 2012		December 31, 2011
Purchased materials and component parts	$	181.7	$	165.3
Work-in-process		320.9		295.4
Finished goods		1,124.0		1,019.7
	$	1,626.6	$	1,480.4

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Segment Reporting

3 Months Ended

Mar. 31, 2012

Segment Reporting

Note 10.       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 commercial aircraft, consumables management 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 regularly 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 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 commercial, business jet, military, MRO, aircraft leasing and aircraft manufacturing 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”).

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Revenues
Commercial aircraft	$	374.7	$	310.3
Consumables management		286.8		230.8
Business jet		85.8		59.1
	$	747.3	$	600.2
Operating earnings (1)
Commercial aircraft	$	65.5	$	49.3
Consumables management		51.8		44.6
Business jet		12.5		6.2
		129.8		100.1
Interest expense		28.4		26.2
Earnings before income taxes	$	101.4	$	73.9

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

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Capital expenditures
Commercial aircraft	$	13.6	$	7.0
Consumables management		7.3		2.4
Business jet		2.4		0.9
	$	23.3	$	10.3

The following table presents goodwill by reportable segment:

	March 31,		December 31,
	2012		2011
Goodwill
Commercial aircraft	$	387.4	$	384.2
Consumables management		798.3		535.5
Business jet		90.1		88.6
	$	1,275.8	$	1,008.3

The following table presents total assets by reportable segment:

	March 31,		December 31,
	2012		2011
Total assets (2)
Commercial aircraft	$	1,435.6	$	1,366.1
Consumables management		2,739.8		2,156.8
Business jet		357.0		314.4
	$	4,532.4	$	3,837.3

(2) Corporate assets (including cash and cash equivalents) of $479.0 and $304.6 at March 31, 2012 and December 31, 2011, respectively, have been allocated to the above segments based on each segment’s respective percentage of total assets.

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Commitments, Contingencies and Off-Balance Sheet Arrangements

3 Months Ended

Mar. 31, 2012

Commitments, Contingencies and Off-Balance Sheet Arrangements

Note 8.         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 in the condensed consolidated balance sheets.  At March 31, 2012, future minimum lease payments under these arrangements totaled approximately $209.6, the majority of which related to long-term real estate leases.

Litigation — The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate, are likely to result in a material adverse effect on the Company’s condensed consolidated financial statements.

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 design, manufacture, sale and delivery 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.  We believe that many of our 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.

	THREE MONTHS ENDED
	March 31,			March 31,
	2012			2011
Beginning balance	$	51.5		$	38.0
Accruals during the period		12.6			10.5
Settlements made		(4.7	)		(4.8	)
Ending balance	$	59.4		$	43.7

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Accounting for Stock-Based Compensation

3 Months Ended

Mar. 31, 2012

Accounting for Stock-Based Compensation

Note 9.         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-based or equity-related awards.

Compensation cost generally is recognized on a straight-line basis over the vesting period of the shares.  Share-based compensation of $5.9 and $6.1 was recognized during the three months ended March 31, 2012 and 2011, respectively, 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 $43.8 at March 31, 2012.

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.

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Net Earnings Per Common Share

3 Months Ended

Mar. 31, 2012

Net Earnings Per Common Share

Note 11.       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 March 31, 2012 and 2011, approximately 0.5 and 0.4 shares of the Company’s common stock, 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 months, ended March 31, 2012 and 2011, respectively, are as follows:

	THREE MONTHS ENDED
	March 31,		March 31,
	2012		2011
Net earnings	$	68.8	$	50.3
Basic weighted average common shares		102.0		100.9
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1
Effect of restricted shares issued		0.4		0.7
Diluted weighted average common shares		102.5		101.7
Basic net earnings per share	$	0.67	$	0.50
Diluted net earnings per share	$	0.67	$	0.49

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Segment Reporting - Additional Information (Detail)	Mar. 31, 2012 Segment
Segment Reporting Information [Line Items]
Company reporting units	6

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Commitments, Contingencies and Off-Balance Sheet Arrangements (Tables)

3 Months Ended

Mar. 31, 2012

Estimated Product Warranty Cost

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.

	THREE MONTHS ENDED
	March 31,			March 31,
	2012			2011
Beginning balance	$	51.5		$	38.0
Accruals during the period		12.6			10.5
Settlements made		(4.7	)		(4.8	)
Ending balance	$	59.4		$	43.7

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Components of Inventory (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Schedule of Inventory [Line Items]
Purchased materials and component parts	$ 181.7	$ 165.3
Work-in-process	320.9	295.4
Finished goods	1,124.0	1,019.7
Inventories	$ 1,626.6	$ 1,480.4

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Computations of Basic and Diluted Earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Earnings Per Share Disclosure [Line Items]
Net earnings	$ 68.8	$ 50.3
Basic weighted average common shares	102.0	100.9
Effect of dilutive stock options and employee stock purchase plan shares	0.1	0.1
Effect of restricted shares issued	0.4	0.7
Diluted weighted average common shares	102.5	101.7
Basic net earnings per share	$ 0.67	$ 0.50
Diluted net earnings per share	$ 0.67	$ 0.49

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 68.8	$ 50.3
Adjustments to reconcile net earnings to net cash flows provided by operating activities, net of effects from acquisitions:
Depreciation and amortization	17.1	15.5
Deferred income taxes	24.3	14.2
Non-cash compensation	6.3	6.4
Provision for doubtful accounts	1.1	0.1
Loss on disposal of property and equipment		0.2
Tax benefits realized from prior exercises of employee stock options	(1.5)	(5.6)
Changes in operating assets and liabilities:
Accounts receivable	(65.7)	(45.3)
Inventories	(66.7)	(31.8)
Other current assets and other assets	(9.8)	5.3
Accounts payable and accrued liabilities	73.8	51.5
Net cash provided by operating activities	47.7	60.8
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(23.3)	(10.3)
Acquisitions, net of cash acquired	(402.5)	(17.5)
Net cash used in investing activities	(425.8)	(27.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued	0.1
Purchase of treasury stock	(0.1)
Tax benefits realized from prior exercises of employee stock options	1.5	5.6
Borrowings on line of credit	215.0	30.0
Repayments on line of credit	(215.0)	(30.0)
Proceeds from long-term debt	500.0
Principal payments on long-term debt	(0.1)	(0.1)
Debt origination costs	(9.7)
Net cash provided by financing activities	491.7	5.5
Effect of foreign exchange rate changes on cash and cash equivalents	2.7	3.6
Net increase in cash and cash equivalents	116.3	42.1
Cash and cash equivalents, beginning of period	303.5	78.7
Cash and cash equivalents, end of period	419.8	120.8
Cash paid during period for:
Interest	11.9	32.5
Income taxes	11.5	3.4
Supplemental schedule of noncash investing activities:
Accrued capital expenditures	$ 2.5	$ 1.6

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2012

Goodwill and Intangible Assets

Note 5.         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:

			March 31, 2012
	Useful						Net
	Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Customer contracts and relationships		8-30	$	370.4	$	49.0	$	321.4
Acquired technologies		5-34		128.1		47.3		80.8
Replacement parts annuity and product approvals		20-22		40.0		36.9		3.1
Technical qualifications, plans and drawings		15-22		30.6		25.5		5.1
Trademarks and patents		5-30		30.3		22.0		8.3
Trade names	Indefinite			19.9		--		19.9
Covenants not to compete		3-5		3.5		0.2		3.3
			$	622.8	$	180.9	$	441.9

Amortization expense associated with identifiable intangible assets was approximately $6.9 and $6.4 for the three months ended March 31, 2012 and 2011, respectively. The Company expects to report amortization expense of approximately $28 in each of the next five fiscal years.  The future amortization amounts are estimates.  Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods or other factors.  The Company expenses costs to renew or extend the term of a recognized intangible asset.

Goodwill increased $267.5 during the three months ended March 31, 2012, of which $257.7 relates to the UFC acquisition and the remaining increase is primarily a result of foreign currency translations.

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Intangible Assets by Major Asset Class (Detail) (USD $) In Millions, unless otherwise specified			3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Customer contracts and relationships Year	Mar. 31, 2012 Acquired technologies Year	Mar. 31, 2012 Replacement parts annuity and product approvals Year	Mar. 31, 2012 Technical qualifications, plans and drawings Year	Mar. 31, 2012 Trademarks and patents Year	Mar. 31, 2012 Trade names	Mar. 31, 2012 Covenants not to compete Year
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life (years), minimum			8	5	20	15	5		3
Useful life (years), maximum			30	34	22	22	30		5
Useful life (years)								Indefinite
Original Cost	$ 622.8		$ 370.4	$ 128.1	$ 40.0	$ 30.6	$ 30.3	$ 19.9	$ 3.5
Accumulated Amortization	180.9		49.0	47.3	36.9	25.5	22.0		0.2
Net Book Value	$ 441.9	$ 389.8	$ 321.4	$ 80.8	$ 3.1	$ 5.1	$ 8.3	$ 19.9	$ 3.3

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Total Assets by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2012		Dec. 31, 2011
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 4,532.4		$ 3,837.3
Commercial Aircraft
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,435.6	[1]	1,366.1	[1]
Consumables Management
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	2,739.8	[1]	2,156.8	[1]
Business Jet
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 357.0	[1]	$ 314.4	[1]

[1] Corporate assets (including cash and cash equivalents) of $479.0 and $304.6 at March 31, 2012 and December 31, 2011, respectively, have been allocated to the above segments based on each segment's respective percentage of total assets.

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2012

Intangible Assets by Major Asset Class

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

			March 31, 2012
	Useful						Net
	Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Customer contracts and relationships		8-30	$	370.4	$	49.0	$	321.4
Acquired technologies		5-34		128.1		47.3		80.8
Replacement parts annuity and product approvals		20-22		40.0		36.9		3.1
Technical qualifications, plans and drawings		15-22		30.6		25.5		5.1
Trademarks and patents		5-30		30.3		22.0		8.3
Trade names	Indefinite			19.9		--		19.9
Covenants not to compete		3-5		3.5		0.2		3.3
			$	622.8	$	180.9	$	441.9