10-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[ X ]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-18348

B/E AEROSPACE, INC.

 (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 06-1209796 (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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common Stock, $.01 Par Value   Name of each exchange on which registered NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [X] No [ ].

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X].

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes [X] No [ ].

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 aggregate market value of the registrant's voting stock held by non-affiliates was approximately $6,648 million on June 28, 2013 based on the closing sales price of the registrant's common stock as reported on the NASDAQ Global Select Market as of such date, which is the last business day of the registrant's most recently completed second fiscal quarter. Shares of common stock held by executive officers and directors have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not a determination for any other purpose. The number of shares of the registrant's common stock, $.01 par value, outstanding as of February 12, 2014 was 105,098,010 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the registrant's Proxy Statement to be filed with the Commission in connection with the 2014 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. With the exception of those sections that are specifically incorporated by reference in this Annual Report on Form 10-K, such Proxy Statement shall not be deemed filed as part of this Report or incorporated by reference herein.

	INDEX
	PART I
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	16
ITEM 1B.	Unresolved Staff Comments	22
ITEM 2.	Properties	23
ITEM 3.	Legal Proceedings	23
ITEM 4.	Mine Safety Disclosures	24
	PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder
	Matters and Issuer Purchases of Equity Securities	24
ITEM 6.	Selected Financial Data	26
ITEM 7.	Management's Discussion and Analysis of Financial Condition and
	Results of Operations	27
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	37
ITEM 8.	Financial Statements and Supplementary Data	37
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and
	Financial Disclosure	37
ITEM 9A.	Controls and Procedures	37
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	40
ITEM 11.	Executive Compensation	43
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters	43
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	43
ITEM 14.	Principal Accountant Fees and Services	43
	PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	44
	Index to Exhibits	45
	Signatures	50
	Index to Consolidated Financial Statements and Schedule	F-1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information to investors. This Annual Report on Form 10-K (Form “10-K”) includes forward-looking statements that reflect our current expectations and projections about our future results, performance and prospects. Forward-looking statements include all statements that are not historical in nature or are not current facts. We have tried to identify these forward-looking statements by using words including “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance and prospects to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include the risks, uncertainties, assumptions and other factors discussed under the headings “Item 1A. Risk Factors,” as well as “Item 1. Business,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-K, including: 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, terrorist attacks, prolonged health and environmental issues that reduce air travel demand, delays in, or unexpected costs associated with, the integration of our acquired or recently consolidated businesses, conditions in the airline industry, conditions in the business jet industry, 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’ suppliers or airframe manufacturers, the impact of a prolonged global recession, 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.

In light of these risks and uncertainties, 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 this entire Form 10-K. Except as required under the federal securities laws and rules and regulations of the Securities and Exchange Commission (“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. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Form 10-K not to occur.

Unless otherwise indicated, the industry data contained in this Form 10-K is from the January/February 2014 issue of the Airline Monitor, December 2013 reports of the International Air Transport Association (“IATA”), the Boeing Current Market Outlook 2013, “The ACAS Database” or the Airbus and The Boeing Company (“Boeing”) corporate websites.

PART I

ITEM 1. BUSINESS

Our Company

General

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 other consumables as well as a leading provider of logistic services, primarily to the aerospace industry. We sell our products and provide our services 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 other consumables, consisting of over one million stock keeping units (“SKUs”) primarily serving the commercial aerospace and business jet 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 coffee and espresso makers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens that includes microwave, high efficiency convection and steam ovens;

1

● modular lavatory systems, waste water management systems and galley systems;

● 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 and high-end furniture and cabinetry.

We provide comprehensive aircraft cabin interior reconfiguration, program management and certification services. In addition, we also design, engineer and manufacture customized fully integrated thermal and power management solutions.

Since our organization as a corporation in Delaware in 1987, we have substantially expanded the size, scope and nature of our business as a result of a number of acquisitions. Between 1989 and 2011, we completed 35 acquisitions, for an aggregate purchase price of approximately $2.7 billion. We believe these acquisitions enabled us to position ourselves as a preferred global supplier to our customers. During this period we consolidated facilities and product lines, implemented lean manufacturing and continuous improvement programs and invested in our information technology. All of these efforts allowed us to continually improve our productivity and expand our operating margins. For example, during the three-year period ended December 31, 2013, we were able to expand our operating margins by 220 basis points.

In January 2012, we acquired UFC Aerospace Corp. (“UFC”), a leading provider of complex supply chain management and inventory logistics solutions, for a net purchase price of approximately $405 million. In July 2012, we acquired 100% of Interturbine Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH and Interturbine Technologies GmbH (collectively “Interturbine”), a provider of material management logistical services to global airlines and maintenance, repair and overhaul providers (“MROs”), for a net purchase price of approximately $245 million. UFC and Interturbine are included as components of our consumables management segment. In August 2013, we acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”), a provider of parts distribution, rental equipment and on-site services to the oil and gas industry for a net purchase price of $72 million. In December 2013, we acquired Bulldog Frac Rentals, LLC, (“Bulldog”), an Eagle Ford basin based provider of rental equipment, operating primarily in the Eagle Ford and the Marcellus/Utica basins, for a net purchase price of approximately $40.5 million. In January 2014, we acquired LT Energy Services (“LT”), an Eagle Ford basin based provider of rental equipment, for a net purchase price of approximately $105 million. In February 2014, we acquired Wildcat Wireline (“Wildcat”), a provider of wireline services primarily in the Eagle Ford basin, and also in the Marcellus/Utica basin for a net purchase price of approximately $152 million. The acquisition of LT establishes a new geographical base of operations in the southwestern United States, very similar to that of the Company’s Blue Dot subsidiary in the Marcellus/Utica basin of the northeastern United States. The acquisitions of Wildcat and Bulldog expand the Company’s service offerings in both locations.

Our principal executive offices and corporate headquarters are located at 1400 Corporate Center Way, Wellington, Florida 33414-2105 and our telephone number is 561-791-5000.

Industry Overview

The commercial and business jet aircraft cabin interior products industries encompass a broad range of products and services, including aircraft seating, passenger entertainment and service systems, food and beverage preparation and storage systems, galley systems, passenger and crew oxygen storage, distribution and delivery systems, lavatory systems, wastewater management systems, lighting systems, evacuation equipment and overhead bins, as well as interior reconfigurations and a variety of other engineering, design, integration, installation, retrofit and certification services, such as passenger-to-freighter conversions.

Historically, the airline cabin interior products industry has derived revenues from five sources:

● New installation programs in which airlines purchase new equipment directly from interior equipment manufacturers to outfit these newly purchased aircraft;

● Retrofit programs in which airlines purchase new interior furnishings to upgrade the interiors of aircraft already in service;

2

● Refurbishment programs in which airlines purchase components and services to improve the appearance and functionality of their cabin interior equipment;

● Equipment to upgrade the functionality or appearance of the aircraft interior; and

● Replacement spare parts.

The retrofit and refurbishment cycles for commercial aircraft cabin interior products differ by product category. Aircraft seating typically has a refurbishment cycle of one to two years and a retrofit cycle of four to eight years. Food and beverage preparation and storage equipment is periodically upgraded or repaired, and requires a continual flow of spare parts, but may be retrofitted only once or twice during the useful life of an aircraft.

We believe there is a direct relationship between demand for fasteners and other consumables products and fleet size, aircraft utilization and aircraft age, as well as the rate of production of new aircraft. All aircraft must be serviced at prescribed intervals, which also drives aftermarket demand for aerospace fasteners and consumables products.

Historically, aerospace fastener and consumables products revenues have been derived from the following sources:

● Supporting original equipment manufacturers (“OEMs”) of aircraft and aircraft components;

● Mandated maintenance and replacement of specified parts;

● Demand for aerospace fasteners and other consumables for new build aircraft from the OEMs and their suppliers;

● Aerospace and defense subcontractors, most of whom tend to purchase through distributors as a result of the channel shift to outsourcing by aerospace and military aircraft OEMs; and

● Demand for structural modifications, cabin interior modifications and passenger-to-freighter conversions.

In addition, increasingly, suppliers in the aerospace, defense and other industries are relying on companies such as our consumables management segment to provide a customized single point of contact for inventory management, customized invoicing, automated forecasting and usage monitoring, centralized communications and tracking across their supply base. As more fully described in “Growth Opportunities” in this Form 10-K, during 2013 we expanded our consumables management segment into the oilfield equipment rental, logistics and services sector to support North American land-based oil and gas drilling activities.

Based on industry sources and studies, we estimate that during 2013, the global commercial and business jet cabin interior products industry, for the principal products of the type which we manufacture, exclusive of service revenues, had annual sales of approximately $3.3 billion and the aerospace fastener and consumables industry had annual sales of approximately $4.7 billion. We estimate that the total worldwide installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, was approximately $21.7 billion as of December 31, 2013.

During 2013, global air traffic increased by 5.2% as compared with global traffic increases of 5.1% in 2012 and 6.0% in 2011. The increases in global traffic demand from 2011 through 2013 reflect the global macroeconomic environment. The Airline Monitor 2014 forecast calls for a global passenger traffic increase of approximately 5.5% and capacity growth of approximately 5.4%.

IATA expects the global airline industry to generate a profit of approximately $12.9 billion in 2013, an increase of 74% compared to 2012. Overall performance in 2013 has been positively impacted by strong passenger traffic growth of approximately 5.2%, near record load factors of about 79.5% and a (0.2)% reduction in yields as compared with 2012. For 2014 IATA expects global profits to improve to $19.7 billion, or 53% higher than 2013.

The airlines have substantially strengthened their balance sheets over the past several years through operating profits and by accessing capital markets. As a result, we believe airline balance sheets are much stronger than in any time in the past ten years.

3

Approximately 678 business jets were delivered in 2013 versus 672 business jets in 2012 and 696 business jets in 2011.

Other factors expected to affect the industries we serve include the following:

Wide-Body Aircraft Deliveries. Deliveries of wide-body, long-haul aircraft constitute an increasing share of total new aircraft deliveries and are an increasing percentage of the worldwide fleet. Wide-body aircraft represented approximately 24% of all new commercial aircraft (excluding regional jets) delivered over the four-year period ended December 31, 2013. According to the Airline Monitor, 341 new wide-body aircraft were delivered in 2013 and approximately 420 are expected to be delivered in 2014. Over the 2014-2017 period, 1,930 wide-body aircraft deliveries are expected, averaging approximately 483 such aircraft per year, or a 41% higher delivery level as compared with 2013 and representing approximately 32% of total deliveries. The Airline Monitor also predicts that nearly 5,410 twin-aisle aircraft will be delivered over the 2014-2024 timeframe or approximately 492 wide-body and super wide-body aircraft per year, which is 44% higher, on average, as compared to 2013 deliveries. According to the Airline Monitor, wide-body aircraft deliveries are expected to grow at an 11.7% compounded annual growth rate (“CAGR”) over the four-year period ending 2017.

Long-Term Growth in Worldwide Fleet. According to the Airline Monitor, new deliveries of large commercial aircraft increased to 1,274 aircraft in 2013, as compared to 1,189 aircraft in 2012 and 1,011 in 2011. According to the Airline Monitor, new aircraft deliveries are expected to total 1,410 in 2014 and 1,490 in 2015. Worldwide air traffic is expected to grow by approximately 5.5% in 2014 and the Airline Monitor has forecasted revenue passenger miles to increase at a CAGR of approximately 5.1% during the 2013-2028 period, increasing from 3.6 trillion miles in 2013 to approximately 7.5 trillion miles by 2028. As a result, the Airline Monitor expects the worldwide fleet of passenger jet aircraft to increase by approximately 70% from approximately 23,000 regional, single-aisle and twin-aisle aircraft at December 31, 2013 to approximately 39,000 aircraft at December 31, 2028.

Existing Installed Base. According to industry sources, the world's active commercial passenger aircraft fleet consisted of approximately 23,000 aircraft as of December 31, 2013. Additionally, based on industry sources, there are approximately 18,400 business jets currently in service. Based on such fleet numbers, we estimate that the total worldwide installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, was approximately $21.7 billion as of December 31, 2013. The size of the installed base is expected to increase as a result of the growth in the world-wide fleet and is expected to generate additional and continued demand for retrofit, refurbishment, consumables and spare parts.

Engineering Services Markets. Historically, the airlines have relied primarily on their own in-house engineering resources to provide engineering, design, integration and installation services, as well as services related to repairing or replacing cabin interior products that have become damaged or otherwise non-functional. As cabin interior product configurations have become increasingly sophisticated and the airline industry increasingly competitive, the airlines have begun to outsource certain of these services in order to increase productivity and reduce costs.

Outsourced services include:

● Engineering, design, integration, project management, installation and certification services;

● Modifications and reconfigurations for commercial aircraft including passenger-to-freighter conversions and related kits; and

● Services related to the support of product upgrades.

Competitive Strengths

We believe that we have a strong competitive position attributable to a number of factors, including the following:

Large Installed Base. We have a large installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, of approximately $10.3 billion as of December 31, 2013. Based on our experience in the industry, we believe our installed base is substantially larger than that of our competitors. We believe that our large installed base is a strategic advantage, as airlines tend to purchase aftermarket products and services, including spare parts, retrofit and refurbishment programs, from the original supplier. As a result, we expect our large installed base to generate continued aftermarket revenue as airlines continue to maintain, evolve and reconfigure their aircraft cabin interiors.

4

Operating Leverage. Our ability to leverage our manufacturing, engineering and distribution capabilities has allowed us to expand operating margins. As a result of our continuous improvement initiatives, global sourcing and lean manufacturing programs, our operating margins have increased substantially. For example, our 2013 operating margin of 18.1% expanded by 60 basis points over the operating margin we realized for the year ended 2012 and 220 basis points over the operating margin we realized for the year ended 2010, reflecting ongoing manufacturing efficiencies, a shift in product mix as a result of the rapid growth of our consumables management segment and operating leverage on the higher volume of sales.

Increasing Content of B/E Products in Individual Aircraft Platforms Through Development and Sales of Seller Furnished Equipment (“SFE”). Traditionally, we, and our competitors, have sold customized cabin interior products directly to the airlines. Approximately five years ago we began a campaign to develop a range of new aircraft interior products and to market certain interior systems directly to Boeing and Airbus. During 2011, we were awarded one of the most important new business programs in our history when Boeing selected us as the exclusive manufacturer of modular lavatory systems for Boeing’s 737 NG family of airplanes, as well as the Boeing 737 MAX. The award was initially valued in excess of $800 million, exclusive of retrofit orders. This innovative SFE system will become standard equipment on these aircraft. Our proprietary lavatory systems create the opportunity to add up to six incremental passenger seats on each new 737 NG airplane.

We have also been selected by Boeing to manufacture our light-emitting-diode (“LED”) cabin lighting systems for the Boeing 737 Sky Interior aircraft. This has facilitated our growth on lighting retrofits for both narrow-body and wide-body aircraft where we have won several awards as we continue to offer all-LED lighting throughout the cabin into the existing worldwide fleet of aircraft. To date, we have been selected by Boeing to manufacture our patented Pulse OxygenTM system and passenger service units for the B787 and B747-8, and we have been selected by Airbus to manufacture our next generation galley systems and our patented passenger oxygen delivery system for the A350 XWB. Additionally, we have been selected by major business jet manufacturers to provide vacuum wastewater systems. As of December 31, 2013, the SFE programs we have won are currently expected to generate approximately $5.0 billion in revenues over time, and are expected to significantly increase our content per aircraft type; however, only a small portion of these programs are included in our reported backlog at December 31, 2013. This effort to develop and market new interior systems directly to the OEMs is important to us as it represents a significant potential increase in the dollar value of our products on each such aircraft type.

Focus on Innovation and New Product Development. Our aircraft cabin interior products businesses are engaged in extensive product development and marketing efforts for both new features on existing products and new products. We believe, based on our experience in the industry, that we are a technological leader, with the largest research and development organization in the cabin interior products industry. The success of these and other new product development efforts are expected to increase demand for our products in both newly purchased aircraft and in aftermarket retrofits and it has allowed us to grow our backlog and improve the product mix of our current backlog. Newly introduced products include a broad range of amenities such as luxurious first class cabins (offering high privacy and high density seats) with appointments such as lie-flat seating, mini-bars, closets, flat screen TVs, digital LED mood lighting, electric lie-flat first and business class seats, Pulse Oxygen™ gaseous passenger oxygen systems for the Boeing 787 and Airbus A350 XWB, next-generation galley systems for the Airbus A350 XWB, electric fully berthing business jet seating, lightweight, lower maintenance wastewater systems for business and commercial jets and a full range of business and executive jet seating. We recently introduced our new patented Pinnacle® main cabin seating platform, which we believe is the industry’s lightest full-featured seat that significantly reduces cost of ownership, simplifies maintenance and increases overall passenger living space. We also introduced our digital LED lighting system for the new Boeing 737 Sky Interior aircraft. This innovative, lightweight LED system features adjustable lighting with full spectrum color capabilities, providing superior cabin ambiance and unprecedented lighting control. Market acceptance of our LED lighting systems has continued to gain strength, and during 2012 we began receiving orders from various airlines to retrofit their Boeing 737, 757, 767 and 777 aircraft with our LED lighting systems.
 

As of December 31, 2013, we had 1,979 employees in engineering, research and development and program management. We believe our engineering, research and development effort and our on-site technicians at both the airlines and airframe manufacturers enable us to play a leading role in developing and introducing innovative products to meet emerging industry trends, and thereby gain early entrant advantages.

5

Exposure to International Markets. Revenues and backlog by geographic region are set forth in the following charts:

We believe this geographic diversification makes us less susceptible to a downturn in a specific geographic region and allows us to take advantage of regional growth trends.

Diverse Product Offering and Broad Customer Base. We provide a comprehensive line of products and services to a broad customer base. During the year ended December 31, 2013, Boeing accounted for 12% of our consolidated revenues (no other customer represented more than 10% of consolidated revenues). Our commercial aircraft and business jet segments have a broad range of over 300 principal customers, including all of the world’s major airlines, commercial aircraft and business jet manufacturers and completion centers. Our consumables management segment sells consumables to over 4,700 customers throughout the world. During the year ended December 31, 2013, our sales to Boeing and Airbus together represented approximately 17% of our total sales. We believe that our broad product offering and large customer base make us less vulnerable to the loss of any one customer or program. We have continued to expand our available products and services based on our belief that the airline industry increasingly will seek an integrated approach to the design, development, integration, installation, testing and sourcing of aircraft cabin interior equipment.

Experience with a Complex Regulatory Environment. The airline industry is heavily regulated. The Federal Aviation Administration (the “FAA”) prescribes standards and licensing requirements for manufacturers and sellers of many aircraft components, including virtually all commercial airline and general aviation cabin interior products, and licenses component repair stations within the United States. Comparable agencies, such as the European Aviation Safety Agency (the “EASA”), the Japanese Civil Aviation Board (the “JCAB”), and the Civil Aviation Administration of China (the “CAAC”), prescribe standards, establish licensing requirements and regulate these matters in other countries. In addition, designing new products to meet existing regulatory requirements and retrofitting products to comply with new regulatory requirements can be both expensive and time consuming. We have a long history and extensive experience with the complex regulatory environments in which we operate and believe this enables us to efficiently obtain the required approvals for new products and services.

Growth Opportunities

We believe that we will benefit from the following industry trends:

Growth of Wide-Body Aircraft Fleet. New aircraft deliveries of wide-body aircraft are expected to continue to grow over the long term, reflecting the expected growth in revenue passenger miles over the 2014-2028 period. The trend toward a global fleet with a higher percentage of wide-body aircraft is significant to us because wide-body aircraft require up to six-to-ten times the dollar value content of the principal products of the type which we manufacture as compared to narrow-body aircraft. For example, wide-body aircraft carry up to three or four times the number of seats as narrow-body aircraft and have multiple classes of service, including super first class compartments and first class and business class configurations. In addition, aircraft cabin crews on wide-body aircraft flights may make and serve between 300 and 900 meals and may brew and serve more than 2,000 cups of coffee and serve more than 200 glasses of wine on a single flight, thereby generating substantial demand for seating products and food and beverage preparation and storage equipment, as well as extensive oxygen storage, distribution and delivery systems and lighting systems.

6

Worldwide Fleet Creates Demand for Aftermarket and Consumables Products. The size of the worldwide fleet is important to us since the proper maintenance of the fleet generates ongoing demand for spare parts, refurbishment retrofits, fasteners and other consumables products. Our substantial existing installed base of products typically generates continued retrofit, replacement, upgrade, refurbishment, repair and spare parts revenue as airlines maintain their aircraft interiors, as well as demand for consumables to support the active fleets of commercial aircraft, business jets and military aircraft. For the years ended December 31, 2013 and 2012, approximately 40% and 39%, respectively, of our revenues were derived from the aftermarket. In addition, aftermarket revenues are generally driven by aircraft usage, and as such, have historically tended to recover more quickly than revenues from OEMs. As used in this Form 10-K, aftermarket sales include sales to support existing commercial and business jet fleets. We believe that there are substantial growth opportunities for retrofit programs for the wide-body aircraft that service international routes and that the major global airlines will need to invest in cabin interiors for their international fleets or face the prospect of losing market share on their international routes. Additionally, the expected growth in the worldwide fleet will serve to increase the size of our installed base.

Opportunity to Substantially Expand Our Addressable Markets Through Our Consumables Management Business. Our consumables management business leverages our key strengths, including marketing and service relationships with most of the world’s airlines, commercial aircraft OEMs and their suppliers, business jet OEMs and their suppliers, MROs and the military. As approximately 40% of consumables demand is generated by the aftermarket, demand for aerospace hardware, fasteners, bearings, seals, gaskets, lighting products, electrical components and other consumables is expected to increase over time as the fleet expands, similar to the market for cabin interior products. The aerospace and military OEMs are increasingly outsourcing to subcontract manufacturers, driving a channel shift, which is benefiting distributors, such as our consumables management segment, as many of these subcontractors tend to purchase through distributors. In addition, aerospace manufacturers, airlines, MROs and suppliers in other industries are increasingly seeking companies such as our consumables management segment to provide a customized single point of contact for inventory management, automated forecasting and usage monitoring, centralized communications and tracking across their supply base. During 2013, we initiated an expansion of our consumables management segment into the oil and gas services industry through several acquisitions. In doing so, we intend to provide high quality products and services (new and remanufactured after use, and American Petroleum Institute (“API”) certified) to remote drilling sites, using our manufacturing, certification, IT and logistics capabilities to properly prepare for deployment, store, locate and deliver, as-needed equipment and services. During 2013, we entered into agreements to acquire Blue Dot, a provider of parts distribution, rental equipment and on site services; LT, an Eagle Ford basin based provider of rental equipment; Wildcat, a provider of wireline services primarily in the Eagle Ford and Marcellus/Utica basins; and BullDog, an Eagle Ford basin based provider of rental equipment, operating primarily in the Eagle Ford and Marcellus/Utica basins. The acquisition of LT establishes a new geographical base of operations in the southwestern United States, very similar to that of our Blue Dot subsidiary in the Marcellus/Utica basin of the northeastern United States. The acquisitions of Wildcat and BullDog expand the Company’s service offerings in both locations. The Blue Dot and BullDog transactions closed in 2013 and Wildcat and LT closed during the first quarter of 2014.

Backlog Aided by Aftermarket Demand from International Airlines Retrofitting Existing Fleets.We believe that many major international airlines are in the process of reinitiating or planning to reinitiate previously deferred cabin interior upgrade programs. This activity is expected to continue to be driven by both the age of the existing cabin interiors as well as the desire by many of the leading international carriers to achieve a competitive advantage by investing in cabin interior products that incorporate leading comfort amenities, thereby improving passenger loads and yields, or that reduce airline operating costs by reducing maintenance costs and/or providing lower weight and fuel burn. We believe that as international traffic continues to grow, the life cycle of premium products, such as lie-flat international business class seats and the products comprising our super first class suites, will continue to compress as airlines seek greater competitive advantage through state-of-the-art cabin interior products.

Growth in New Aircraft Introductions Leads to New Cabin Interior Product Introductions and Major Retrofit Opportunities. According to Airbus, 19 customers have placed orders for 304 of the new Airbus A380 super wide-body aircraft and 39 customers have placed 812 orders for the new A350 XWB. According to Boeing, through December 31, 2013, 62 customers have placed orders for 1,030 of the new B787 wide-body aircraft. We believe the airlines often use the occasion of introduction into service of a new aircraft fleet type to introduce next generation cabin interior products. In such cases, we believe airlines will also invest in programs to retrofit their existing fleets to incorporate these new interior products and configurations in order to enhance their revenue and/or cost advantages realized on the new fleets and to maintain product and service commonality.

Long-Term Growth in Business Jet and VIP Aircraft Markets. Business jet deliveries were up 0.9% in 2013 at 678 aircraft as compared to 2012 after decreasing by 3.4% in 2012 as compared to 2011. According to industry sources, new business jet deliveries in 2014 are expected to begin to increase and average annual deliveries of new business jets are expected to continue to expand over the four-year period ending December 31, 2017.

7

Business Strategy

Our business strategy is to maintain a leadership position and to best serve our customers by:

● Offering the broadest and most innovative products and services in the industry;

● Offering a broad range of engineering services including design, integration, installation and certification services and aircraft reconfiguration;

● Pursuing the highest level of quality in every facet of our operations, from the factory floor to customer support;

● Aggressively pursuing continuous improvement initiatives in all facets of our business, and in particular our manufacturing operations, to reduce cycle time, lower costs, improve quality and expand our margins; and

● Pursuing a worldwide marketing and product support approach focused by airline and general aviation airframe manufacturers, encompassing our entire product line.

Products and Services

We conduct our operations through strategic business units that have been aggregated under three reportable segments: commercial aircraft (“CAS”), consumables management (“CMS”) and business jet (“BJS”).

The following is a summary of revenues for each of our segments:

	Year Ended December 31,
	2013					2012					2011
			% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
Commercial aircraft	$	1,784.7		51.2	%	$	1,551.2		50.3	%	$	1,302.0		52.1	%
Consumables management		1,280.4		36.8	%		1,171.0		37.9	%		943.5		37.7	%
Business jet		418.6		12.0	%		363.1		11.8	%		254.3		10.2	%
Total revenues	$	3,483.7		100.0	%	$	3,085.3		100.0	%	$	2,499.8		100.0	%

Commercial Aircraft Segment

Seating Products. We believe, based on our experience in the industry, that we are the world's leading manufacturer of aircraft seats, offering a wide selection of first class, business class, tourist class and regional aircraft seats. A typical seat manufactured and sold by us includes the seat frame, cushions, armrests, tray table and a variety of optional features such as adjustable lumbar supports, electrical actuation systems, footrests, reading lights, head/neck supports, and other comfort amenities. We also integrate a wide variety of in-flight entertainment equipment into our seats, which is supplied to us by our customers or third-party suppliers. We estimate that, as of December 31, 2013, we had an aggregate installed base of products produced by our commercial aircraft segment, valued at replacement prices, of approximately $8.9 billion.

First and Business Class Seats. Based upon major airlines' program selection and our backlog, we believe we are the leading worldwide manufacturer of premium class seats. Our line of first class lie-flat seats incorporates full electric actuation, an electric ottoman, privacy panels and sidewall-mounted tables. Our business class seats incorporate features developed over 25 years of seating design. The business class seats include electrical or mechanical actuation, PC power ports, iPod connectivity, telephones, individual video monitors, leg rests, adjustable lumbar cushions, four-way adjustable headrests and fiber optic reading lights. The first and business class products are substantially more expensive than tourist class seats due to these luxury appointments.

8

Tourist Class and Regional Jet Seats. We believe, based on our installed base, that we are a leading worldwide manufacturer of tourist class seats and regional aircraft seats. We believe our Spectrum® coach class seat has become the industry's most popular seat platform for single-aisle aircraft since its launch in late 2002. We believe the seat improves comfort and offers significantly improved passenger living space as well as benefiting the airlines with simplified maintenance and spare parts purchasing. Spectrum® was engineered for use across the entire single-aisle aircraft fleet, including regional jets. In 2010, we introduced our new patented Pinnacle® main cabin seating platform, which we believe is the industry’s lightest full-featured seat.The Pinnacle® seat platform utilizes advanced proprietary technologies that we believe significantly reduce cost of ownership, simplify maintenance and increase overall passenger living space and comfort. Since its launch, the Pinnacle® seating platform has received awards to equip more than 2,000 new or existing aircraft, surpassing the Spectrum® in popularity and making the Pinnacle® the most successful new product launch in our history and of the whole seating industry, as measured by the number of contract awards. These awards are valued at approximately $1.2 billion and are for both narrow-body and wide-body aircraft.

Spares. Aircraft seats require regularly scheduled maintenance in the course of normal passenger use. Airlines depend on seat manufacturers and secondary suppliers to provide spare parts and kit upgrade programs. As a result, a significant market exists for spare parts and kit upgrades.

Oxygen Delivery Systems. We believe, based on our experience in the industry, that we are the leading manufacturer of oxygen storage, distribution and delivery systems for both commercial and business jet aircraft. We have the capability to both produce all required components and to fully integrate overhead passenger service units with either chemical or gaseous oxygen equipment. Our oxygen equipment has been approved for use on all Boeing and Airbus aircraft and is also found on essentially all general aviation and VIP aircraft. The Boeing 787 was the first aircraft equipped with a passenger oxygen system using our advanced Pulse OxygenTM and passenger service unit technology. Airbus has also selected us to provide similar technology for its passenger and crew oxygen systems for the A350 XWB. We have also been selected by both Boeing and Airbus to provide installed lavatory oxygen as their preferred line-fit solution for all platforms.

Coffee Makers/Water Boilers, Ovens, and Refrigeration Equipment. We believe, based on our experience in the industry, that we are the leading manufacturer of aircraft coffee and beverage makers. We manufacture a broad line of coffee makers, including the Endura® beverage maker, coffee warmers and water boilers, and a Combi Unit® which will both brew coffee and boil water for tea while utilizing 25% less electrical power than traditional 5,000-watt water boilers. We also manufacture a cappuccino/espresso maker. We believe, based on our experience in the industry, that we are the leading manufacturer of a broad line of specialized ovens, including high efficiency convection ovens, steam ovens and warming ovens. Our DS Steam OvenTM uses a method of preparing in-flight food by maintaining constant temperature and moisture in the food. Our DS Steam OvenTM addresses the airlines' need to provide a wider range of food offerings than can be prepared by convection ovens. We believe, based on our experience in the industry, that we are the worldwide industry leader in the design, manufacture and supply of commercial aircraft refrigeration equipment. We manufacture self-contained wine and beverage chillers, refrigerators/freezers and galley air chilling systems.

Modular Lavatory, Wastewater and Galley Systems. We recently entered the modular lavatory systems market. Our modular lavatory system utilizes our patented Spacewall® technology, which frees up floor space in the cabin, creating the opportunity to add up to six incremental passenger seats on each airplane. The modular lavatory systems integrates our technologically advanced Aircraft Ecosystems® vacuum toilet, long-life LED lighting and our tamper proof, state-of-the-art lavatory oxygen system. We believe our Aircraft Ecosystems® vacuum toilets have 25% greater reliability than existing systems and allow components to be replaced in a few minutes, as compared to up to an hour for existing systems. We have been selected by Boeing to become the exclusive manufacturer of the modular lavatory systems for Boeing’s Next-Generation 737 airplane. Our innovative SFE system will become standard equipment on all Boeing 737 NG’s, as well as the 737 MAX which enters service later this decade. We believe that retrofit demand for our lavatory systems could be substantial. We have also entered the vacuum wastewater system market. Our vacuum wastewater system incorporates a proprietary design which we believe eliminates the primary cause of failure which plagues other vacuum systems. In addition, we believe our systems include advanced proprietary components and systems that will significantly lower the overall cost of ownership, simplify maintenance and improve lavatory hygiene as our system is rolled out to additional commercial and business jet platforms. We believe the cost of ownership savings will be achieved through weight savings and reliability improvements as a result of combining our proprietary composite components with optimized integrated systems. Our wastewater systems are configurable so savings can be realized on both new aircraft and existing in-service aircraft. We believe the design modularity will reduce airframe corrosion issues and provide for simplified, faster maintenance and ease of removal, resulting in up to a 60% reduction in service time. Our innovative, modular approach to the design of galley systems allows the airlines to select galley positions and configurations for their specific operational needs, while minimizing total aircraft system weight. We have been selected by Airbus to provide next generation galley systems for the Airbus A350 aircraft, which is designed to accommodate the aircraft’s “flex zones” allowing airlines to select from a wide range of galley configurations.

9

Engineering, Design, Integration, Installation and Certification Services. We believe, based on our experience in the industry, that we are a leading supplier of engineering, design, integration, installation and certification services for commercial aircraft passenger cabin interiors. We also offer our customers in-house capabilities to design, manage, integrate, test and certify reconfigurations and modifications for commercial aircraft and to manufacture related products, including engineering kits and interface components. We provide a broad range of interior reconfiguration services which enable airlines to modify the cabin layout, install telecommunications and entertainment equipment, and relocate galleys, lavatories, overhead bins, and crew rest compartments.

Consumables Management Segment

We believe, based on our experience in the industry, that we are the world’s leading distributor and value-added service provider of aerospace fasteners and other consumables, and that we offer one of the broadest ranges of aerospace hardware and consumables and inventory management services worldwide. Through organic growth and the strategic acquisitions of Honeywell’s HCS business in 2008, Satair in 2010, as well as UFC and Interturbine in 2012, we believe we have become our industry’s leading provider of aerospace consumable products and supply chain management services. We have historically shipped approximately 60% of our orders within 24 hours of receipt of the order. With a diverse and large customer base seeking access to over one million SKUs, we serve as a distributor for every major aerospace fastener manufacturer. Our service offerings include inventory management and replenishment, creative and differential supply chain solutions such as 3PL and 4PL programs, special packaging and bar-coding, sophisticated parts kitting, quality assurance testing and a wide variety of purchasing assistance programs, plus the latest in electronic data interchange capability. Our seasoned purchasing and sales teams, coupled with state-of-the-art information technology and automated parts retrieval systems, sustain our reputation for high quality and rapid, on time delivery. During 2013, we initiated an expansion of CMS into the oil and gas services industry through acquisitions of Blue Dot and Bulldog. In doing so, we intend to provide high quality products and services (new and remanufactured after use, and API certified) to remote drilling sites, using our manufacturing, certification, IT, and logistics capabilities to properly prepare for deployment, store, locate, and deliver, as-needed equipment and services.

Business Jet Segment

We believe, based on our experience in the industry, that we are a leading manufacturer of a broad product line of furnishings for business jets. Our products include a complete line of business jet seating and sofa products, including electric fully berthing lie-flat seats, direct and indirect lighting, air valves and oxygen delivery systems as well as sidewalls, bulkheads, credenzas, closets, galley structures, lavatories, wastewater systems and tables. We have the capability to provide complete interior packages for business jets and executive VIP or head-of-state aircraft interiors, including design services, interior components and program management services.

Our business jet segment, which has had decades of experience in equipping executive, VIP and head-of-state aircraft, is the leading manufacturer of super first class cabin interior products for commercial wide-body aircraft. Super first class products incorporate a broad range of amenities such as luxurious first class cabins with appointments such as lie-flat seating, mini-bars, closets, flat screen televisions and mood lighting, which, until recently, were found only in VIP and head-of-state aircraft.

We estimate that, as of December 31, 2013, we had an aggregate installed base of business jet and super first class equipment, valued at replacement prices, of approximately $1.4 billion.

Research, Development and Engineering

We work closely with commercial airlines, business jet and aerospace manufacturers and global leasing companies to improve existing products and identify customers' emerging needs. Our expenditures in research, development and engineering totaled $220.9 million, $191.7 million and $158.6 million for the years ended December 31, 2013, 2012 and 2011, respectively, representing 6.3%, 6.2% and 6.3% of revenues, respectively, for each of those years. We employed 1,979 professionals in engineering, research and development and program management as of December 31, 2013. We believe, based on our experience in the industry, that we have the largest engineering organization in the cabin interior products industry, with mechanical, electrical, electronic and software design skills, as well as substantial expertise in program management, materials composition and custom cabin interior layout design and certification.

10

Customers, Competition and Marketing

The commercial aircraft cabin interior products market is relatively fragmented, with a number of competitors in each of the individual product categories. Due to the global nature of the commercial aerospace industry, competition comes from both U.S. and foreign manufacturers. However, as aircraft cabin interiors have become increasingly sophisticated and technically complex, airlines have demanded higher levels of engineering support and customer service than many smaller cabin interior products suppliers can provide. At the same time, airlines have recognized that cabin interior product suppliers must be able to integrate a wide range of products, including sophisticated electronic components, such as video and live broadcast TV, particularly in wide-body aircraft. We believe that the airlines' increasing demands will result in a continuing consolidation of suppliers. We have participated in this consolidation through strategic acquisitions and we intend to continue to participate in the consolidation.

We market and sell our commercial aircraft products directly to virtually all of the world's major airlines, aircraft leasing companies and airframe manufacturers. Airlines select manufacturers of cabin interior products primarily on the basis of custom design capabilities, product quality and performance, on-time delivery, after-sales customer service, product support and price. We market our thermal and power management products and services directly to first tier defense manufacturers, aerospace OEMs, their suppliers and the airlines.

We believe that airlines prefer our integrated worldwide marketing approach, which is focused by airline and encompasses our entire product line. Led by senior executives, teams representing each product line serve designated airlines that together accounted for the vast majority of the purchases of products manufactured by our commercial aircraft segment, including our super first class products. Our teams have developed customer-specific strategies to meet each airline's product and service needs. We also staff "on-site" customer engineers at major airlines and airframe manufacturers to represent our entire product line and to work closely with customers to develop specifications for each successive generation of products required by the airlines. These engineers help customers integrate our wide range of cabin interior products and assist in obtaining the applicable regulatory certification for each particular product or cabin configuration. Through our on-site customer engineers, we expect to be able to more efficiently design and integrate products that address the requirements of our customers. We provide program management services, integrating all on-board cabin interior equipment and systems, including installation and FAA certification, allowing airlines to substantially reduce costs. We believe that we are the only supplier in the commercial aircraft cabin interior products industry with the size, resources, breadth of product line and global product support capability to operate in this manner.

Traditionally, we, and our competitors, have sold customized cabin interior products directly to the airlines. Approximately five years ago we began a campaign to develop a range of new aircraft interior products and to market certain interior systems directly to Boeing and Airbus, thereby potentially increasing our content per aircraft. During 2011, Boeing selected us as the exclusive manufacturer of modular lavatory systems for Boeing’s 737 airplane, in a program initially valued in excess of $800 million, exclusive of retrofit orders, which we believe could be substantial. This innovative SFE system will become standard equipment on all Boeing 737 NG’s and the Boeing 737 MAX. We have also been selected by Boeing to manufacture our LED cabin lighting for the next generation Boeing 737 Sky Interior aircraft. To date, we have also been selected by Boeing to manufacture our patented Pulse OxygenTM system and passenger service units for the B787 and B747-8, by Airbus to manufacture our next generation galley systems and our patented passenger oxygen delivery system for the A350 XWB and by several major business jet manufacturers to provide vacuum wastewater systems. As of December 31, 2013, the SFE programs we have won are currently expected to generate approximately $5.0 billion in revenues over time, and are expected to significantly increase our content per aircraft type. We believe we were successful in our initiative as a result of our extensive experience with other cabin interior products, and our continuous focus on new product development.

Our program management approach assigns a program management team to each significant contract. The program management team leader is responsible for all aspects of the specific contract and profitability, including managing change orders, negotiating related upfront engineering charges and monitoring the progress of the contract through its delivery dates. We believe that our customers benefit substantially from our program management approach, including better on-time delivery and higher service levels. We also believe our program management approach results in higher customer satisfaction.

We believe that our large installed base, our timely responsiveness in connection with the custom design, manufacture, delivery and after-sales customer service and product support, our broad product line and stringent customer and regulatory requirements, all present barriers to entry for potential new competitors in the cabin interior products and thermal and power management markets. Our principal competitors for our commercial aircraft segment are Groupe Zodiac S.A., Keiper Recaro GmbH, Diehl Aerospace and Jamco America, Inc.

11

We market our aerospace fasteners and other consumables directly to the airlines, aircraft leasing companies, MROs, general aviation, first-tier suppliers to the commercial, military and defense airframe manufacturers, the airframe manufacturers and other distributors. We believe that our key competitive advantages are the breadth of our product offerings and our ability to deliver our products on a timely basis. We believe that those advantages, coupled with our core competencies in product information management, purchasing and logistics management, provide strong barriers to entry. Our primary competitors in the aerospace hardware and consumables distribution market are Wesco Aircraft Hardware and Align Aerospace.

We market our business jet products directly to all of the world's general aviation airframe manufacturers, completion centers and operators. Business jet owners typically rely upon the airframe manufacturers and completion centers to coordinate the procurement and installation of their interiors. Business jet owners select manufacturers of business jet products on a basis similar to commercial aircraft interior products: customer design capabilities, product quality and performance, on-time delivery, after-sales customer service, product support and price. Barriers to entry include regulatory requirements, our large installed product base, our custom design capability, manufacturing capability, delivery, after-sales customer service, product support and our broad product line. The market for business jet products is highly fragmented, consisting of numerous competitors including a wholly-owned subsidiary of United Technologies Corp.

As of December 31, 2013, our direct sales, marketing and product support organizations consisted of 901 employees. In addition, we currently retain 82 independent sales representatives. Our sales to non-U.S. customers were approximately $2.0 billion and $1.6 billion during the years ended December 31, 2013 and 2012, respectively, which represents approximately 56% and 52% of revenues, respectively. Approximately 65% of our total revenues were derived from airlines, aircraft leasing companies, MROs, and other commercial aircraft operators during each of the two years ended December 31, 2013. Approximately 40% and 39% of our revenues during the years ended December 31, 2013 and 2012, respectively, were from the aftermarket.

Backlog

Our backlog at December 31, 2013 was $3.8 billion, as compared with backlog of $3.75 billion at December 31, 2012 and $3.5 billion at December 31, 2011. The charts below reflect information related to the backlog by geographic region and the expected roll-out of backlog.

We record backlog when we enter into a definitive order for the delivery of products to our customers in the future. Within backlog, we differentiate between booked backlog and awarded but unbooked backlog. For manufacturing programs, generally if there are definitive delivery dates then the backlog is considered booked. When we receive the delivery date specificity in writing from our customers on these long-term contracts, we include such amount in booked backlog. If a contract does not provide that level of specificity, the production requirements are generally provided to us through purchase orders issued against the underlying contracts at which point the amount of the purchase orders is classified as booked. The remaining portion of the underlying contract is considered awarded but unbooked. For consumables contracts, we include in booked backlog, open but unfulfilled purchase orders plus an amount that we believe necessary to support our customers’ production activities under long-term contracts. In addition, purchase orders for end items and spares are generally received and recorded as backlog when we accept their terms.

12

At December 31, 2013, we had a record booked backlog of $3.8 billion. While the expected delivery dates of our backlog varies from year to year, generally about 50% of the backlog is deliverable in the following 12 months, with the balance generally deliverable over approximately the next two years. As an example, we believe approximately 58% of our December 31, 2013 booked backlog will be delivered during 2014. At December 31, 2013, approximately 58% of booked backlog related to CAS, 26% related to CMS and 16% related to BJS. The quality of our backlog has continued to improve as a result of partnering with key long-term customers, outstanding engineering, global sourcing and program management capabilities resulting in superior products which we believe are the most innovative cabin interior products solutions for our customers. During the three-year period ended December 31, 2013, the combined operating margins of our two manufacturing segments (CAS and BJS) expanded by 430 basis points. We believe the quality of our backlog has continued to improve and we expect to continue to improve our margins as a result of our current backlog, scheduled deliveries of new aircraft, our ongoing operational excellence initiatives, including lean activities, global sourcing, program management, quality, and engineering excellence initiatives. While we do operate in a cyclical industry, program cancellations are the exception, not the norm; historically, backlog cancellations have not been significant. This is due to the fact that airlines seek fleet commonality once they begin to outfit their fleets with a particular cabin interior product or configuration. This is important to an airline due to customer expectations for a certain level of service, particularly on international routes as well as complexities that arise from maintaining multiple layouts and products with spare parts on a global basis, and other similar considerations. As a result, these programs tend to be deferred to later periods, rather than being cancelled. As an example in 2008 following the global credit crisis, our airline customers experienced a significant contraction in demand, which resulted in the deferral of a number of programs from delivery in the 2008-2009 period to 2009-2011. Despite the negative impacts on our customers from this severe global recession, no significant retrofit programs were cancelled. For a more detailed discussion on risks associated with our backlog, see Item 1A. Risk Factors – We have a significant backlog that may be deferred or may not be entirely realized.

SFE program awards will be added to booked backlog when we receive purchase orders or otherwise are provided with specificity regarding delivery dates. At December 31, 2013, we estimate the value of these awards at $5.0 billion, substantially all of which relates to CAS programs.

Total backlog, both booked and awarded but unbooked, expanded to a record $8.8 billion, an increase of 6.7% from December 31, 2012.

Customer Service

We believe that our customers place a high value on customer service and product support and that this service level is a critical differentiating factor in our industry. The key elements of such service include:

● Rapid response to requests for engineering, design, proposals and technical specifications;

● Flexibility with respect to customized features;

● On-time delivery;

● Immediate availability of spare parts for a broad range of products; and

● Prompt attention to customer problems, including on-site customer training.

Customer service is particularly important to the airlines due to the high costs associated with late delivery, malfunctions and other problems.

Warranty and Product Liability

We warrant our products, or specific components thereof, for periods ranging from one to ten years, depending on product and component type. We establish reserves for product warranty expense after considering relevant factors such as our stated warranty policies and practices, historical frequencies of claims to replace or repair products under warranty and recent sales and claims trends. Actual warranty costs reduce the warranty reserve as they are incurred. We periodically review the adequacy of accrued product warranty reserves and revisions of such reserves are recognized in the period in which such revisions are determined.

We also carry product liability insurance. We believe that our insurance is sufficient to cover product liability claims.

13

Manufacturing and Raw Materials

Our manufacturing operations consist of both the in-house manufacturing of component parts and sub-assemblies and the assembly of our designed component parts that are purchased from outside vendors. We maintain up-to-date facilities, and we have an ongoing strategic manufacturing improvement plan utilizing lean manufacturing processes. We constantly strive for continuous improvement from implementation of these plans for each of our product lines. We have implemented common information technology platforms company-wide, as appropriate. These activities should lower our production costs, shorten cycle times and reduce inventory requirements and at the same time improve product quality, customer response and profitability. We do not believe we are materially dependent on any single supplier or assembler for any of our raw materials or specified and designed component parts and, based upon the existing arrangements with vendors, our current and anticipated requirements and market conditions, we believe that we have made adequate provisions for acquiring raw materials.

Government Regulation

The FAA prescribes standards and licensing requirements for aircraft components, and licenses component repair stations within the United States. Comparable agencies regulate such matters in other countries. We hold several FAA component certificates and perform component repairs at a number of our U.S. facilities under FAA repair station licenses. We also hold an approval issued by the EASA to design, manufacture, inspect and test aircraft seating products in Leighton Buzzard, England and to manufacture and ship from our Kilkeel, Northern Ireland facility. We also have the necessary approvals to design, manufacture, inspect, test and repair our interior systems products in Nieuwegein, the Netherlands. Additionally we hold EASA/LBA (Luftfahrtbundesamt, the National German Aviation Authority) approval to manufacture, inspect, test and repair our commercial life support systems equipment and the approval of the German Federal Office of Defense and Procurement (BWB) to design, manufacture and repair military aviation equipment in Lübeck, Germany.

In March 1992, the FAA adopted Technical Standard Order C127, or TSO-C127, which provides a design approval that the FAA may issue to seat manufacturers for seats tested dynamically to meet the requirements of 14 CFR 25.562 (commonly referred to as “16G”). We believe we have developed and certified more seat models that meet the requirements of TSO-C127 than our competitors. The FAA and EASA also prescribe that seats meet certain flammability and electrical interference specifications. In October 2005, the FAA adopted regulation 14 CFR 121.311(j), which requires dynamic testing of all seats installed in all new aircraft certified after January 1, 1988 and produced after October 27, 2009. The EASA is expected to establish a similar rule. Our large installed base of 16G seats demonstrates our industry leadership in seat certification requirements.

In November 2002, our seating group became the first passenger seating supplier to sign a Partnership for Safety Plan (“PSP”) with the FAA. Based on established qualifications of personnel and systems, the PSP provides us with increased authority to approve test plans and reports and to witness tests. The PSP provides us with a number of business benefits including greater planning flexibility, simplified scheduling and greater program control and eliminates variables such as FAA workload and priorities.

In May 2009, our Structures and Integration Group in Marysville, WA was granted FAA Organization Designation Authorization (“ODA”) that includes delegated authority to issue Supplemental Type Certificates (“STC”) and produce parts under a FAA Production Certificate (“PC”). Our ODA STC allows us to reconfigure the interior of airplanes, install crew rests, install satellite communications and perform passenger-to-freighter conversions on all major transport category aircraft types. Under our ODA STC we can approve the design of an aircraft modification and the parts that go into it, and issue the STC in support of the return to service of the modified airplane. This authorization allows us to install new and prototype parts on the aircraft and upon STC issuance add these parts to our PC and designate them as airworthy approved production parts.

Environmental Matters

Our operations are subject to extensive and changing federal, state and foreign laws and regulations establishing health and environmental quality standards, including those governing discharges of pollutants into the air and water and the management and disposal of hazardous substances and wastes. We may be subject to liabilities or penalties for violations of those standards. We are also subject to laws and regulations, such as the Federal Superfund Law and similar state statutes, governing remediation of contamination at facilities that we currently or formerly owned or operated or to which we send hazardous substances or wastes for treatment, recycling or disposal. We believe that we are currently compliant, in all material respects, with applicable environmental laws and regulations. However, we could become subject to future liabilities or obligations as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination or liability relating to our facilities or operations.

14

Patents

We currently hold 353 U.S. patents and 455 foreign patents, as well as 229 U.S. patent applications and 408 foreign patent applications covering a variety of products. We believe that the termination, expiration or infringement of one or more of such patents would not have a material adverse effect on us.

Employees

As of December 31, 2013, we had approximately 10,285 employees. Approximately 62% of our employees are engaged in manufacturing/distribution operations, quality and purchasing, 19% in engineering, research and development and program management, 9% in sales, marketing and product support and 10% in finance, human resources, information technology, legal and general administration. Unions represent approximately 5% of our worldwide employees. One domestic labor contract, representing approximately 1% of our employees, expires in October 2014. The labor contract with the only other domestic union, which represents 4% of our employees, expires in May 2015. The remaining portion of our unionized employees are located in the United Kingdom, the Netherlands and Germany, which tend to have government mandated union organizations. We consider our employee relations to be good.

Financial Information About Segments and Foreign and Domestic Operations

Financial and other information by segment and relating to foreign and domestic operations for the years ended December 31, 2013, 2012 and 2011, is set forth in note 13 to our consolidated financial statements.

Available Information

Our filings with the SEC, including this Form 10-K, our Quarterly Reports on Form 10-Q, our Proxy Statement, Current Reports on Form 8-K and amendments to any of those reports are available free of charge on our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our internet website is located at http://www.beaerospace.com. Information included in or connected to our website is not incorporated by reference in this annual report.

15

ITEM 1A. RISK FACTORS

You should carefully consider the following risks and uncertainties, along with the other information contained in or incorporated by reference in this Form 10-K. If any of the following events actually occur, our business, financial condition and financial results could be materially adversely affected. Additional risks and uncertainties that we do not presently know about or currently believe are not material may also adversely affect our business and operations.

See "Cautionary Statement Regarding Forward-Looking Statements."

Risks Relating to Our Industry

The airline industry is heavily regulated and failure to comply with applicable laws could reduce our sales, or require us to incur additional costs to achieve compliance, which could negatively impact our results of operations and financial condition.

The FAA prescribes standards and licensing requirements for aircraft components, including virtually all commercial airline and general aviation cabin interior products and licenses component repair stations within the United States. Comparable agencies, such as the EASA, the CAAC and the JCAB, regulate these matters in other countries. If we fail to obtain a required license for one of our products or services or lose a license previously granted, the sale of the subject product or service would be prohibited by law until such license is obtained, reinstated or renewed. In addition, designing new products to meet existing regulatory requirements and retrofitting installed products to comply with new regulatory requirements can be both expensive and time consuming.

From time to time, these regulatory agencies propose new regulations. These new regulations generally cause an increase in costs to comply with these regulations. For example, the FAA dynamic testing requirements originally established in 1988 under 14 CFR 25.562 are currently required for certain new generation aircraft types. The enactment of 14 CFR 121.311(j) will require dynamic testing of all seats installed in all new aircraft produced after October 27, 2009. EASA is expected to establish a similar rule. Compliance with this rule may require industry participants to expand engineering, plant and equipment to ensure that all products meet this rule. Smaller seating companies may not have the resources, financial or otherwise, to comply with this rule and may be required to sell their business or cease operations. To the extent the FAA implements rule changes in the future, we may incur additional costs to achieve compliance.

The airline industry is subject to extensive health, safety and environmental regulations, any violation of which could subject us to significant liabilities and penalties.

We are subject to extensive and changing federal, state and foreign laws and regulations establishing health, safety and environmental quality standards, and may be subject to liabilities or penalties for violations of those standards. We are also subject to laws and regulations governing remediation of contamination at facilities currently or formerly owned or operated by us or to which we have sent hazardous substances or wastes for treatment, recycling or disposal. We may be subject to future liabilities or obligations as a result of new or more stringent interpretations of existing laws and regulations. In addition, we may have liabilities or obligations in the future if we discover any environmental contamination or liability at any of our facilities, or at facilities we may acquire.

Risks Relating to Our Business

We are directly dependent upon the conditions in the airline and business jet industries and a continued economic downturn could negatively impact our results of operations and financial condition.

Although the economy has exhibited signs of recovery, global financial markets have experienced extreme volatility and disruption, which, at times, reached unprecedented levels as a result of the financial crisis affecting the banking system and participants in the global financial markets. Concerns over the tightening of the corporate credit markets, inflation, energy costs and the dislocation of the residential real estate and mortgage markets have contributed to the volatility in the global financial markets and, together with the global financial crisis, have created uncertainties for global economic conditions in the future. The airline and business jet industries are sensitive to changes in economic conditions. In 2008 and 2009, the airline industry parked aircraft, delayed new aircraft purchases and deliveries of new aircraft, deferred retrofit programs and depleted existing inventories. The business jet industry was also severely impacted by both the recession and by declining corporate profits.

Unfavorable economic conditions have also caused reduced spending for both leisure and business travel, which has negatively affected the airline and business jet industries. According to IATA, the economic downturn, combined with the high fuel prices experienced during most of 2009, contributed to the worldwide airline industry’s loss of approximately $4.6 billion in 2009. In addition, as a result of the decline in both traffic and airfares following the September 11, 2001 terrorist attacks and threats of future terrorist attacks, SARS and H1N1 outbreaks, the conflicts in Iraq and Afghanistan, as well as other factors, such as increases in fuel costs and heightened competition from low-cost carriers, the world airline industry lost a total of approximately $52.8 billion during the period from 2001 to 2009, which caused a significant number of airlines worldwide to declare bankruptcy or cease operations during this period.

16

While the global airline industry has experienced a significant rebound, generating profits of approximately $7.4 billion in 2012 and an estimated $12.9 billion in 2013, due to a number of factors beyond our control, the commercial and business jet industries could experience a difficult operating environment. As an example, the operating environment would be negatively impacted by increasing fuel prices, consolidation in the industry, changes in regulation, terrorism, safety, environmental and health concerns and labor issues. Many of these factors could have a negative impact on air travel, which could materially adversely affect our operating results.

We may be materially adversely affected by high fuel prices.

Fluctuations in the global supply of crude oil and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability and price of jet fuel. In the event there is an outbreak or escalation of hostilities or other conflicts or significant disruptions in oil production or delivery in oil-producing areas or elsewhere, there could be reductions in the production or importation of crude oil and significant increases in the cost of jet fuel. If there were major reductions in the availability of jet fuel or significant increases in its cost, commercial airlines will face increased operating costs. Due to the competitive nature of the airline industry, airlines are often unable to pass on future increases in fuel prices to customers by increasing fares. As a result, an increase in jet fuel could result in a decrease in net income from either lower margins or, if airlines increase ticket fares, less revenue from reduced airline travel. Decreases in airline profitability could decrease the demand for new commercial aircraft, resulting in delays of or reductions in deliveries of commercial aircraft equipped with our cabin interior products and, as a result, our financial condition, results of operations and cash flows could be materially adversely affected.

The Company operates in cyclical industries and a continued economic downturn could negatively impact our results of operations and financial condition.

We operate in cyclical industries. During periods of economic expansion, when capital spending normally increases, the Company generally benefits from greater demand for its products. During periods of economic contraction, when capital spending normally decreases, the Company generally is adversely affected by declining demand for its products and services. The impact of declining demand can be exacerbated by oversupply built during periods of expansion as there is a lag in suppliers’ reactions to contraction. Industry conditions are impacted by numerous factors over which the Company has no control, including political, regulatory, economic and military conditions, environmental concerns, weather conditions and fuel pricing. Any prolonged cyclical downturn could have an adverse impact our operating results.

There are risks inherent in international operations that could have a material adverse effect on our business operations.

While the majority of our operations are based domestically, we have significant manufacturing operations based internationally with facilities in the United Kingdom, the Netherlands, Germany and the Philippines. In addition, we sell our products to airlines all over the world. Our customers are located primarily in North America, Europe, Asia, the Pacific Rim, South America and the Middle East. As a result, 56% and 52% of our revenues for the years ended December 31, 2013 and 2012, respectively, were to customers located outside the United States. Volatile international economic, political and market conditions may have a negative impact on our operating results and our ability to achieve our goals.

In addition, we have a number of subsidiaries in foreign countries (primarily in Europe), which have sales outside the United States. As a result, we are exposed to currency exchange rate fluctuations as a portion of our net sales and expenses are denominated in currencies other than the U.S. dollar. Approximately 31% and 28% of our sales during the years ended December 31, 2013 and 2012, respectively, came from our foreign operations. Fluctuations in the value of foreign currencies affect the dollar value of our net investment in foreign subsidiaries, with these fluctuations being included in a separate component of stockholders’ equity. At December 31, 2013, we reported a cumulative foreign currency translation adjustment of approximately $4.0 million in stockholders’ equity as a result of foreign currency adjustments, and we may incur additional adjustments in future periods. In addition, operating results of foreign subsidiaries are translated into U.S. dollars for purposes of our statement of operations at average monthly exchange rates. Moreover, to the extent that our revenues are not denominated in the same currency as our expenses, our net earnings could be materially adversely affected. For example, a portion of labor, material and overhead costs for goods produced in our production facilities in the United Kingdom, Germany, the Netherlands and the Philippines are incurred in British pounds, Euros or Philippine pesos, but the related sales revenues are generally denominated in U.S. dollars. Changes in the value of the U.S. dollar or other currencies could result in material fluctuations in foreign currency translation amounts or the U.S. dollar value of transactions and, as a result, our net earnings could be materially adversely affected.

17

Historically we have not engaged in hedging transactions. However, we may engage in hedging transactions in the future to manage or reduce our foreign exchange risk. Our attempts to manage our foreign currency exchange risk may not be successful and, as a result, our results of operations and financial condition could be materially adversely affected.

Our foreign operations could also be subject to unexpected changes in regulatory requirements, tariffs and other market barriers and political, economic and social instability in the countries where we operate or sell our products and offer our services. The impact of any such events that may occur in the future could subject us to additional costs or loss of sales, which could materially adversely affect our operating results.

We are subject to a variety of risks associated with the sale of our products and services to the U.S. Government, which could negatively affect our revenues and results of operations.

As a supplier directly to the defense industry and as a subcontractor to suppliers of the U.S. Government, we face risks that are specific to doing business with the U.S. Government. The U.S. Government has the ability to unilaterally suspend the award of new contracts to us in the event of any violations of procurement laws, or reviews of the same. It could also reduce the value of our existing contracts as well as audit our costs and fees. Many of our U.S. Government contracts may be terminated for convenience by the government. Termination-for-convenience provisions typically provide that we would recover only our incurred or committed costs, settlement expenses and profit on the work that we completed prior to termination. In such an event, we would not earn the revenue that we would have originally anticipated from such a terminated contract.

Government reviews can be costly and time consuming, and could divert our management resources away from running our business. As a result of such reviews, we could be required to provide a refund to the U.S. Government or we could be asked to enter into an arrangement whereby our prices would be based on cost, or the U.S. Government could seek to pursue alternative sources of supply for our products. These actions could have a negative effect on our management efficiency and could reduce our revenues and results of operations. Additionally, as a U.S. Government contractor or subcontractor, we are subject to federal laws governing suppliers to the U.S. Government, including potential application of the False Claims Act.

If we make acquisitions, they may be less successful than we expect, which could have a material adverse effect on our financial condition.

We have made many acquisitions in the past. We may also consider future acquisitions, some of which could be material to us. We explore and conduct discussions with many third parties regarding possible acquisitions. Our ability to continue to achieve our goals may depend upon our ability to effectively identify attractive businesses, access financing sources on acceptable terms, negotiate favorable transaction terms and successfully consummate and integrate any businesses we acquire, achieve cost efficiencies and to manage these businesses as part of our Company.

Our acquisition activities may involve unanticipated delays, costs and other problems. If we encounter unanticipated problems with one of our acquisitions, our senior management may be required to divert attention away from other aspects of our business. Additionally, we may fail to consummate proposed acquisitions or divestitures, after incurring expenses and devoting substantial resources, including management time, to such transactions. Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition. The due diligence we conduct in connection with an acquisition, and any contractual guarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. Additionally, depending upon the acquisition opportunities available, we also may need to raise additional funds through the capital markets or arrange for additional bank financing in order to consummate such acquisitions or to fund capital expenditures necessary to integrate the acquired business. We also may not be able to raise the substantial capital required for acquisitions and integrations on satisfactory terms, if at all.

18

We may be unable to effectively and efficiently manage our inventories as we expand our business, which could have an adverse effect on our financial condition.

We have substantially expanded the size, scope and nature of our business through acquisitions and organic means, resulting in an increase in the breadth of our product offerings and an expansion of our business geographically. Business expansion places increasing demands on us to increase the inventories that we carry. We must anticipate demand well out into the future in order to service our extensive customer base. The inability to effectively and efficiently manage our inventories to meet current and future needs of our customers, which may vary widely from what is originally forecast due to a number of factors beyond our control, could have an adverse effect on our business, financial condition and results of operations.

Increased leverage could adversely impact our business and results of operations.

We may incur additional debt under our current revolving credit facility or through new borrowings to finance our operations or for future growth, including funding acquisitions. A high degree of leverage could have important consequences to us. For example, it could:

●      increase our vulnerability to adverse economic and industry conditions;

●      require us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;

●      limit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions;

●      place us at a disadvantage compared to our competitors that are less leveraged; and

●      limit our flexibility in planning for, or reacting to, changes in our business and in our industry.

 The failure of our suppliers to perform to our requirements could negatively impact our results of operations, including our profit margins.

We depend on manufacturing firms to support our operations through the timely supply of products. Our suppliers may experience capacity constraints that may result in their inability to supply us with products in a timely fashion, with adequate quantities or at a desired price. Factors affecting the manufacturing sector can include labor disputes, general economic issues, and changes in raw material and energy costs. Natural disasters such as earthquakes or hurricanes, as well as political instability and terrorist activities, may negatively impact the production or delivery capabilities of our suppliers as well. These factors could lead to increased prices for our inventory, curtailment of supplies and the unfavorable allocation of product by our suppliers, which could reduce our revenues and profit margins and harm our customer relations. Significant disruptions in our supply chain could negatively impact our results of operations.

Our total assets include substantial intangible assets. The write-off of a significant portion of intangible assets would negatively affect our reported financial results.

Our total assets reflect substantial intangible assets. At December 31, 2013, goodwill and identified intangibles, net, represented approximately 36% of our total assets. Intangible assets consist principally of goodwill and other identified intangible assets associated with our acquisitions. On at least an annual basis, we assess whether there has been an impairment in the value of goodwill and other intangible assets with indefinite lives. If the carrying value of the tested asset exceeds its estimated fair value, impairment is deemed to have occurred. In this event, the amount is written down to fair value. Under generally accepted accounting principles in the United States, this would result in a charge to operating earnings. Any determination requiring the write-off of a significant portion of goodwill or unamortized identified intangible assets would negatively affect our results of operations and total capitalization, which could be material. We also performed our annual testing of impairment of goodwill for the years ended December 31, 2011, 2012 and 2013. There was no impairment recorded in 2011, 2012 or 2013. As of December 31, 2013, the remaining balances of goodwill and intangible assets were $1,571.0 million and $472.2 million, respectively.

19

We have a significant backlog that may be deferred or may not be entirely realized.

As of December 31, 2013, we had approximately $3.8 billion of booked backlog. Given the nature of our industry and customers, there is a risk that orders forming part of our backlog may be cancelled or deferred due to economic conditions or fluctuations in our customers’ business needs, purchasing budgets or inventory management practices. A significant portion of our backlog includes SFE programs with Boeing and Airbus, which makes us particularly vulnerable to their businesses and continued production of various airplane models. For example, at December 31, 2008, while no major retrofit programs were cancelled, several large retrofit programs that were scheduled for delivery in 2009 were deferred until 2010 and 2011, which negatively impacted our revenues and profits for 2009. Failure to realize sales from our existing or future backlog would negatively impact our financial results.

We have significant financial and operating restrictions in our debt instruments that may have an adverse effect on our operations.

The credit agreement governing our senior bank borrowings and the indentures governing our senior notes contain numerous financial, operating and/or negative covenants that limit our ability to incur additional or repay existing indebtedness, to create liens or other encumbrances, to make certain payments and investments, including dividend payments, to engage in transactions with affiliates, to engage in sale/leaseback transactions, to guarantee indebtedness and to sell or otherwise dispose of assets and merge or consolidate with other entities. Agreements governing future indebtedness could also contain significant financial and operating restrictions. A failure to comply with the obligations contained in any current or future agreement governing our indebtedness could result in an event of default under our current or any future credit facility, our current or any future indenture or agreements governing our debt securities, which could permit acceleration of the related debt and acceleration of debt under other instruments that may contain cross acceleration or cross default provisions. We may not have, or may not be able to obtain, sufficient funds to make any required accelerated payments.

Our operations rely on an extensive network of information technology resources and a failure to maintain, upgrade and protect such systems could adversely impact our business, financial condition and results of operations.

Information technology plays a crucial role in all of our operations. To remain competitive, our hardware, software and related services must interact with our suppliers and customers efficiently, record and process our financial transactions accurately, and obtain the data and information to enable the analysis of trends and plans and the execution of our strategies.

The failure or unavailability of our information technology systems could directly impact our ability to interact with our customers and provide them with products and services when needed. Such failure to properly supply or service our customers could have an adverse effect on our business, financial condition and results of operations. Moreover, our customer relationships could be damaged well beyond the period of the downtime of our information technology systems.

We compete with a number of established companies, some of which have significantly greater financial, technological and marketing resources than we do, and we may not be able to compete effectively with these companies.

We compete with numerous established companies. Some of these companies have significantly greater financial, technological and marketing resources than we do. Our ability to be a successful competitor depends on our success in causing our products and the new products we may develop to be selected for installation in new aircraft, including next-generation aircraft, and in avoiding product obsolescence. It will also depend on our ability to remain the supplier of retrofit and refurbishment products and spare parts on the commercial fleets on which our products are currently in service. Developing and maintaining a competitive advantage may require continued investment in product development, engineering, supply-chain management and sales and marketing, and we may not have enough resources to make such investments, which could negatively impact our results of operations and financial condition.

We incur risks associated with new programs.

New programs with new technologies typically carry risks associated with design changes, development of new production tools, increased capital and funding commitments, ability to meet customer specifications, delivery schedules and unique contractual requirements, supplier performance, ability of the customer to meet its contractual obligations to us, and our ability to accurately estimate costs associated with such programs. In addition, any new program may not generate sufficient demand or may experience technological problems or significant delays in regulatory or other certification or manufacturing and delivery schedules. If we were unable to perform our obligations under new programs to the customer’s satisfaction, if we were unable to manufacture products at our estimated costs, or if a new program in which we had made a significant investment was terminated or experienced weak demand, certification or other delays or technological problems, our business, financial condition and results of operations could be materially adversely affected.

20

 We may be unable to retain personnel who are key to our operations.

Our success, among other things, is dependent on our ability to attract, develop and retain highly qualified senior management and other key personnel. Competition for key personnel is intense, and our ability to attract and retain key personnel is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. The inability to hire, develop and retain these key employees may adversely affect our operations.

Provisions in our charter documents may discourage potential acquisitions of our Company, even those which the holders of a majority of our common stock may favor.

Our restated certificate of incorporation and by-laws contain provisions that may have the effect of discouraging a third party from making an acquisition of us by means of a tender offer, proxy contest or otherwise. Our restated certificate of incorporation and by-laws:

●      classify the board of directors into three classes, with directors of each class serving for a staggered three-year period;

●      provide that directors may be removed only for cause and only upon the approval of the holders of at least two-thirds of the voting power of our shares entitled to vote generally in the election of such directors;

●      require at least two-thirds of the voting power of our shares entitled to vote generally in the election of directors to alter, amend or repeal the provisions relating to the classified board and removal of directors described above;

●      permit the board of directors to fill vacancies and newly created directorships on the board;

●      restrict the ability of stockholders to call special meetings; and

●      contain advance notice requirements for stockholder proposals.

 Stockholders may not receive cash dividends on our shares of common stock.

We have never paid a cash dividend and do not plan to pay cash dividends on our common stock in the foreseeable future. We intend to retain our earnings to finance the development and expansion of our business and to repay indebtedness. Also, our ability to declare and pay cash dividends on our common stock is restricted by customary covenants in our current revolving credit facility and may be restricted by customary covenants in our future agreements governing future debt.

If the price of our common stock fluctuates significantly, stockholders could incur substantial losses of any investment in our common stock.

The price of our common stock is subject to sudden and material increases and decreases, and decreases could adversely affect investments in our common stock. For example from January 1, 2013 through December 31, 2013, the sale price of our common stock fluctuated between $48.52 and $88.43. The price of our common stock could fluctuate widely in response to:

●      our quarterly operating results;

●      changes in earnings estimates by securities analysts;

●      changes in our business;

●      changes in the market’s perception of our business;

21

●      changes in the businesses, earnings estimates or market perceptions of our competitors or customers;

●      changes in airline industry or business jet industry conditions;

●      delays in new aircraft certification, production or order rates;

●      changes in our key personnel;

●      changes in general market or economic conditions; and

●      changes in the legislative or regulatory environment.

In addition, the stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our Company, and these fluctuations could materially reduce our stock price.

We have grown, and may continue to grow, at a rapid pace. Our inability to properly manage or support the growth may have a material adverse effect on our business, financial condition, and results of operations and could cause the market value of our common stock to decline.

We have experienced rapid growth in recent periods and intend to continue to grow our business both through acquisitions and internal expansion of products and services. Our growth to date has placed, and could continue to place, significant demands on our management team and our operational, administrative and financial resources. We may not be able to grow effectively or manage our growth successfully, and the failure to do so could have a material adverse effect on our business, financial condition, and results of operations and could cause the market value of our common stock to decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

22

ITEM 2. PROPERTIES

As of December 31, 2013, we had 37 principal operating facilities, one administrative facility, and one research and development facility, which comprised an aggregate of approximately 4.4 million square feet of space. The following table describes the principal facilities and indicates the location, function, approximate size, and ownership status of each location.

Segment Location Purpose Facility Size (Sq. Feet) Ownership

Commercial Aircraft	Winston-Salem, North Carolina	Manufacturing	558,000	Leased
	Batangas, Philippines	Manufacturing	290,500	Leased
	Everett, Washington	Manufacturing	240,500	Leased
	Kilkeel, Ireland	Manufacturing	176,000	Leased/Owned
	Marysville, Washington	Manufacturing	142,500	Leased
	Lenexa, Kansas	Manufacturing	130,000	Leased
	Leighton Buzzard, United Kingdom	Manufacturing	129,000	Owned
	Anaheim, California	Manufacturing	108,900	Leased
	Fullerton, California	Manufacturing	103,000	Leased
	Simpsonville, South Carolina	Manufacturing	95,000	Owned
	Corona, California	Manufacturing	93,300	Leased
	Lübeck, Germany	Manufacturing	91,200	Leased
	Westminster, California	Manufacturing	85,000	Leased
	Mountainhome, Pennsylvania	Manufacturing	75,000	Owned
	Nieuwegein, the Netherlands	Manufacturing	60,000	Leased
	Savannah, Georgia	Manufacturing	50,500	Leased
	Hampton, New Hampshire	Manufacturing	44,000	Leased
	Rockford, Illinois	Manufacturing	38,000	Leased
Consumables Management	Miami, Florida	Distribution	504,200	Leased
	Kaltenkirchen, Germany	Distribution	90,500	Leased
	Hamburg, Germany	Distribution	80,000	Leased
	Wichita, Kansas	Distribution	80,000	Leased
	Stratford, Connecticut	Distribution	67,000	Leased
	Bridgeport, West Virginia	Manufacturing	62,000	Leased
	Burgess Hill, United Kingdom	Distribution	60,000	Leased
	Carson, California	Distribution	56,500	Leased
	Rochford, United Kingdom	Distribution	48,000	Leased
	Chandler, Arizona	Distribution	47,400	Leased
	Earth City, Missouri	Distribution	47,000	Leased
	Tucson, Arizona	Distribution	40,500	Leased
	Senlis, France	Distribution	32,900	Leased
	Boothwyn, Pennsylvania	Distribution	25,000	Leased
Business Jet	Miami, Florida	Manufacturing	151,500	Leased
	Fenwick, West Virginia	Manufacturing	148,800	Owned
	Tucson, Arizona	Manufacturing	140,000	Leased
	Nogales, Mexico	Manufacturing	97,400	Leased
	Bohemia, New York	Manufacturing	60,000	Leased
	Hyderabad, India	R&D	24,800	Leased
Corporate	Wellington, Florida	Administrative	31,300	Leased/Owned

We believe that our facilities are suitable for their present intended purposes and are adequate for our present and anticipated level of operations.

ITEM 3. LEGAL PROCEEDINGS

We are 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 our business, results of operations or financial condition.

There are no material pending legal proceedings, other than the ordinary routine litigation incidental to the business discussed above, to which we, or any of our subsidiaries, are a party or of which any of our property is the subject.

23

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the NASDAQ Global Select Market under the symbol "BEAV.” The following table sets forth, for the periods indicated, the range of high and low per share sales prices for the common stock as reported by NASDAQ.

	Year Ended December 31,
	(Amounts in Dollars)
	2013				2012
	High		Low		High		Low
First Quarter	$	60.36	$	48.52	$	48.48	$	38.36
Second Quarter		66.49		56.08		48.24		39.68
Third Quarter		75.86		62.30		44.76		36.51
Fourth Quarter		88.43		72.29		49.50		41.41

On February 12, 2014, the last reported sale price of our common stock as reported by NASDAQ was $80.41 per share. As of such date, based on information provided to us by Computershare, our transfer agent, we had approximately 1,869 registered holders, and because many of these shares are held by brokers and other institutions on behalf of the beneficial holders, we are unable to estimate the number of beneficial shareholders represented by these holders of record.

We have not paid any cash dividends in the past, and we have no present intention of doing so in the immediate future. Our board of directors intends, for the foreseeable future, to retain any earnings to reduce indebtedness and finance our future growth, but expects to review our dividend policy regularly. The credit agreement governing our bank credit facilities permits the declaration of cash dividends only in certain circumstances described therein.

24

 The following line graph compares the annual percentage change in our cumulative total shareholder return on our common stock relative to the cumulative total returns of the S&P 500, the NASDAQ Composite Index and the Dow Jones US Aerospace & Defense Index. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on 12/31/2008 and its relative performance is tracked through 12/31/2013.

During the twelve-month period ended December 31, 2013, we repurchased 41,376 shares of our common stock from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock grants. In the first, second, third and fourth quarters of 2013, 1,840, 5,151, 0 and 34,385 of these shares, respectively, were repurchased and deemed cancelled. These shares were not part of a publicly announced program to purchase common shares.

25

ITEM 6.   SELECTED FINANCIAL DATA

                 (In millions, except per share data)

The financial data for each of the years in the five-year period ended December 31, 2013 have been derived from audited financial statements. The following financial information is qualified by reference to, and should be read in conjunction with, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements, including notes thereto, which are included in Item 15 of this Form 10-K. Our historical results are not necessarily indicative of our future results.

	Year Ended December 31,
	2013			2012			2011			2010			2009
Statements of Earnings Data:
Revenues	$	3,483.7		$	3,085.3		$	2,499.8		$	1,984.2		$	1,937.7
Cost of sales		2,154.8			1,921.2			1,563.5			1,263.7			1,268.5
Selling, general and administrative		478.7			432.4			349.7			291.7			270.5
Research, development and engineering		220.9			191.7			158.6			112.8			102.6
Operating earnings		629.3			540.0			428.0			316.0			296.1
Operating margin		18.1	%		17.5	%		17.1	%		15.9	%		15.3	%
Interest expense, net		122.5			124.4			105.0			92.2			88.4
Debt prepayment costs (1)		--			82.1			--			12.4			3.1
Earnings before income taxes		506.8			333.5			323.0			211.4			204.6
Income taxes		141.2			99.8			95.2			68.1			62.6
Net earnings	$	365.6		$	233.7		$	227.8		$	143.3		$	142.0
Basic net earnings per share:
Net earnings	$	3.54		$	2.29		$	2.25		$	1.44		$	1.44
Weighted average common shares		103.2			102.2			101.1			99.7			98.5
Diluted net earnings per share:
Net earnings	$	3.52		$	2.27		$	2.24		$	1.42		$	1.43
Weighted average common shares		103.9			102.9			101.9			100.9			99.3
Balance Sheet Data (end of period):
Working capital	$	2,280.6		$	2,005.9		$	1,604.9		$	1,355.6		$	1,286.9
Goodwill, intangible and other assets, net		2,110.8			2,036.9			1,444.1			1,436.3			1,087.9
Total assets		5,696.2			5,106.4			3,837.3			3,418.0			2,840.1
Long-term debt, net of current maturities		1,959.4			1,960.2			1,245.0			1,245.1			1,018.5
Stockholders' equity		2,609.2			2,178.9			1,872.6			1,604.0			1,447.5
Other Data:
Depreciation and amortization	$	89.6		$	75.0		$	62.1		$	52.4		$	49.5

(1) During the year ended December 31, 2012, we incurred a loss on debt extinguishment of $82.1 related to unamortized debt issue costs and fees and expenses related to the repurchase of our 8.5% Notes. During the year ended December 31, 2010, we also prepaid our bank credit facility, replacing it with a $750.0 revolving line of credit which resulted in $12.4 of debt prepayment costs.

26

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                 (In millions, except per share data)

OVERVIEW

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 leading aftermarket distributor and value added service provider of aerospace fasteners and other consumables products and services. We sell our manufactured products directly to virtually all of the world’s major airlines and aerospace manufacturers. In addition, based on our experience, we believe that we have achieved leading global market positions in each of our major product categories, which include:

● a broad line of aerospace fasteners and other consumables, consisting of over one million SKUs, primarily serving the commercial aerospace and business jet 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 coffee makers, water boilers, beverage containers, refrigerators, freezers, chillers and a line of ovens that includes microwave, high efficiency convection and steam ovens;

● modular lavatory systems, wastewater management systems and galley systems;

● 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, and high-end furniture and cabinetry.

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

We generally derive our revenues from refurbishment or upgrade programs for the existing worldwide fleets of commercial and general aviation aircraft and from the sale of our cabin interior equipment for new aircraft deliveries as well as consumable products for both the new build market and the aftermarket. For the 2013, 2012 and 2011 years, approximately 40%, 39% and 40% of our revenues, respectively, were derived from the aftermarket, with the remaining portions attributable to the sale of cabin interior equipment associated with new aircraft deliveries. We believe our large installed base of commercial and general aviation aircraft cabin interior products for the principal products of the type which we manufacture, valued at replacement prices, of approximately $10.3 billion as of December 31, 2013, gives us a significant advantage over our competitors in obtaining orders both for spare parts and for refurbishment programs, principally due to the tendency of the airlines to purchase equipment for such programs from the incumbent supplier. Approximately 58% of our backlog is expected to be delivered over the next twelve months, and approximately 27% is expected to be delivered over the following twelve month period.

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

27

Revenues by reportable segment for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Year Ended December 31,
	2013					2012					2011
			% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
Commercial aircraft	$	1,784.7		51.2	%	$	1,551.2		50.3	%	$	1,302.0		52.1	%
Consumables management		1,280.4		36.8	%		1,171.0		37.9	%		943.5		37.7	%
Business jet		418.6		12.0	%		363.1		11.8	%		254.3		10.2	%
Total revenues	$	3,483.7		100.0	%	$	3,085.3		100.0	%	$	2,499.8		100.0	%

Substantially all of our sales and purchases are denominated in U.S. dollars, which is consistent with the industry. Revenues by domestic and foreign operations for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Year Ended December 31,
	2013		2012		2011
Domestic	$	2,420.9	$	2,230.1	$	1,750.2
Foreign		1,062.8		855.2		749.6
Total revenues	$	3,483.7	$	3,085.3	$	2,499.8

Revenues by geographic segment (based on destination) for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Year Ended December 31,
	2013					2012					2011
			% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
U.S.	$	1,533.3		44.0	%	$	1,499.5		48.6	%	$	1,296.4		51.9	%
Europe		894.0		25.7	%		755.9		24.5	%		606.0		24.2	%
Asia, Pacific Rim,
Middle East and other		1,056.4		30.3	%		829.9		26.9	%		597.4		23.9	%
Total revenues	$	3,483.7		100.0	%	$	3,085.3		100.0	%	$	2,499.8		100.0	%

Between 1989 and 2011, we substantially expanded the size, scope and nature of our business through 35 acquisitions for an aggregate purchase price of approximately $2.7 billion. In January 2012, we acquired UFC, a leading provider of complex supply chain management and inventory logistics solutions, for a net purchase price of approximately $405. In July 2012, we acquired Interturbine for a net purchase price of approximately $245. Interturbine’s product range includes chemicals, lubricants, hydraulic fluids, adhesives, coatings and composites. Interturbine also supplies fasteners, cables and wires, electronic components, electrical and electromechanical materials, tools, hot bonding equipment and ground equipment to its primary customer base of airlines and MROs globally. UFC and Interturbine are included as components of our consumables management segment.

Our consumables management segment completed two acquisitions, one in the third quarter, the acquisition of Blue Dot, one in the fourth quarter, the acquisition of Bulldog, and reached agreements to acquire two additional companies, LT and Wildcat, all in the oilfield rental equipment and services business. Revenues from Bulldog, LT and Wildcat were approximately $145 for all of 2013, none of which is included in our 2013 results. We expect to pay approximately $310, including acquisition costs, for Bulldog, LT and Wildcat. As a result of these transactions, we will have established rental equipment and services businesses in both the northeast and southwest regions of the United States. Assuming the acquisitions were completed on January 1, 2013, 2013 pro forma aggregate revenues from all of these transactions would have comprised about 5% of our pro forma 2013 revenues. 

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 that these activities protect and enhance our leadership position. We believe our investments in research and development over the past several years have been the driving force behind our ongoing market share gains. At December 31, 2013 we employed approximately 1,979 engineers and program managers. Research, development and engineering spending was approximately 6.3% of sales during 2013. We expect research and development expenditures to remain at a similar percentage of sales for the next several years.

28

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 enhance our productivity. Taking into consideration recent program awards to deliver multi-year programs for various Airbus and Boeing aircraft, our targeted capacity utilization levels, recent acquisitions and current industry conditions, we expect that capital expenditures will be approximately $170 during 2014.

RESULTS OF OPERATIONS

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Revenues for the year ended December 31, 2013 were $3,483.7, an increase of 12.9% as compared to 2012.

Revenues for each of our segments are set forth in the following table:

	Year Ended December 31,
							Percent
	2013		2012		Change		Change
Commercial aircraft	$	1,784.7	$	1,551.2	$	233.5		15.1	%
Consumables management		1,280.4		1,171.0		109.4		9.3	%
Business jet		418.6		363.1		55.5		15.3	%
Total revenues	$	3,483.7	$	3,085.3	$	398.4		12.9	%

For the year ended December 31, 2013, consolidated revenues of $3,483.7 increased $398.4, or 12.9%, as a result of a higher level of new aircraft deliveries, a higher level of aftermarket activity associated with the retrofit of existing aircraft, and an increase in activity in the second half of 2013 to support the maintenance of the global fleet of aircraft. CAS 2013 revenues of $1,784.7 increased by $233.5, or 15.1%, as compared with 2012. CMS 2013 revenues of $1,280.4 increased by $109.4, or 9.3%, as compared with 2012. BJS 2013 revenues of $418.6 increased by $55.5, or 15.3%.

Cost of sales for 2013 of $2,154.8 increased by $233.6, as compared with the prior year, primarily due to the higher level of revenues. Cost of sales as a percentage of revenues was 61.9% in 2013 and decreased by 40 basis points as compared with 2012, primarily due to an improved mix of products sold, ongoing manufacturing efficiencies and global supply chain and program management initiatives.

Selling, general and administrative (“SG&A”) expenses for 2013 were $478.7, or 13.7% of revenues, as compared with $432.4, or 14.0% of revenues in 2012. The higher level of SG&A expense in the current year is primarily due to costs and expenses associated with the 12.9% increase in revenues and $24.2 of acquisition, integration and transition (“AIT”) costs in 2013 ($17.2 in 2012). Exclusive of such costs in both periods, SG&A as a percentage of revenues were 13.0% in 2013 and 13.5% in 2012 reflecting the operating leverage in our business.

Research, development and engineering expense for 2013 was $220.9, or $6.3% of sales as compared with $191.7 or 6.2% of sales in 2012. The $29.2 increase in spending is primarily due to new product development activities in our commercial aircraft segment associated with our $8.8 billion total backlog ($3.8 billion booked and $5.0 billion awarded but unbooked) and activities directed toward further growing our SFE backlog. During 2013, we applied for 225 U.S. and foreign patents as compared with 184 during 2012.

For the year ended December 31, 2013, operating earnings of $629.3 increased $89.3, or 16.5% as compared with the prior year. Operating margin in 2013 of 18.1% expanded 60 basis points as compared with 2012 as a result of operating leverage at the higher level of sales volume and ongoing operational efficiency initiatives.

29

The following is a summary of operating earnings performance by segment:

	Year Ended December 31,
							Percent
	2013		2012		Change		Change
Commercial aircraft	$	320.3	$	271.3	$	49.0		18.1	%
Consumables management		240.0		216.7		23.3		10.8	%
Business jet		69.0		52.0		17.0		32.7	%
Total operating earnings	$	629.3	$	540.0	$	89.3		16.5	%

For the year ended December 31, 2013, CAS operating earnings of $320.3 increased 18.1% as compared with the prior year and operating margin of 17.9% expanded by 40 basis points due to operating leverage at the higher revenue level and ongoing operational efficiency initiatives.

For the year ended December 31, 2013, CMS operating earnings of $240.0 increased 10.8% and operating margin of 18.7% expanded by 20 basis points as compared with the prior year. Operating earnings, adjusted to exclude AIT costs of $24.2, were $264.2, an increase of 13.0% and adjusted operating margin was 20.6%, an increase of 60 basis points, as compared with the prior year similarly adjusted to exclude AIT costs.

For the year ended December 31, 2013, BJS operating earnings of $69.0 increased 32.7% as compared with the prior year period.  Operating margin of 16.5% expanded 220 basis points, reflecting the increase in revenues, an improved mix of revenues and ongoing operational efficiency initiatives.

Interest expense for the year ended December 31, 2013 of $122.5 decreased by $1.9 as a result of the opportunistic financing we completed in 2012, which resulted in debt prepayment costs of $82.1 in 2012.

2013 income tax expense of $141.2 (27.9% effective tax rate) increased by $41.4 as compared with 2012 income tax expense of $99.8 (29.9% effective tax rate) due to the higher level of earnings before income taxes and the lower effective tax rate in 2013 as compared with 2012. Our effective tax rate in 2013 was lower than 2012 primarily due to the timing of tax legislation which required companies to defer recognition of their 2012 R&D tax credits until enacted by law in January 2013.

2013 net earnings and earnings per diluted share were $365.6 and $3.52 per share, increases of 56.4% and 55.1%, respectively, as compared with the prior year for the reasons set forth above.

Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011

Revenues for the year ended December 31, 2012 were $3,085.3, an increase of 23.4% as compared to 2011.

Revenues for each of our segments are set forth in the following table:

	Year Ended December 31,
							Percent
	2012		2011		Change		Change
Commercial aircraft	$	1,551.2	$	1,302.0	$	249.2		19.1	%
Consumables management		1,171.0		943.5		227.5		24.1	%
Business jet		363.1		254.3		108.8		42.8	%
Total revenues	$	3,085.3	$	2,499.8	$	585.5		23.4	%

For the year ended December 31, 2012, consolidated revenues of $3,085.3 increased $585.5, or 23.4%, as a result of a higher level of new aircraft deliveries, a higher level of aftermarket activity associated with the retrofit of existing aircraft, and ongoing maintenance of the global fleet of aircraft. CAS 2012 revenues of $1,551.2 increased by $249.2, or 19.1%, as compared with 2011. CMS 2012 revenues of $1,171.0 increased by $227.5, or 24.1%, as compared with 2011. BJS 2012 revenues of $363.1 increased by $108.8, or 42.8%. Organic revenue growth, excluding the UFC and Interturbine acquisitions completed in 2012, was approximately 14.9%.

Cost of sales for 2012 of $1,921.2 increased by $357.7, as compared with the prior year, primarily due to the higher level of revenues. Cost of sales as a percentage of revenues was 62.3% in 2012 and decreased by 20 basis points as compared with 2011, primarily due to an improved mix of products sold, ongoing manufacturing efficiencies and global supply chain and program management initiatives.

30

SG&A expenses for 2012 were $432.4, or 14.0% of revenues, as compared with $349.7, or 14.0% of revenues in 2011. The higher level of SG&A expense in 2012 was primarily due to costs and expenses associated with a $585.5, or 23.4%, increase in revenues, recent acquisitions ($30.1) and AIT costs ($17.2).

Research, development and engineering expenses for 2012 were $191.7, or 6.2% of sales, as compared to $158.6, or 6.3%, of sales in 2011 and reflected the higher level of spending associated with customer specific engineering activities. Research, development and engineering expenses in 2012 included new product development activities and certification efforts related to a number of new products, including our modular lavatory system for the Boeing 737, lightweight vacuum wastewater management systems, trash compactors and LED lighting. The $33.1 increase in research, development and engineering expenses as a percentage of sales was primarily due to the higher level of new product development activities in our commercial aircraft segment associated with our record $8.25 billion booked and unbooked backlog. During 2012, we applied for 184 U.S. and foreign patents as compared with 145 during 2011.

For the year ended December 31, 2012, operating earnings of $540.0 increased 26.2% as compared with the prior year. Operating margin in 2012 of 17.5% expanded 40 basis points as compared with 2011 as a result of operating leverage at the higher level of sales volume and ongoing operational efficiency initiatives.

The following is a summary of operating earnings performance by segment:

	Year Ended December 31,
							Percent
	2012		2011		Change		Change
Commercial aircraft	$	271.3	$	216.0	$	55.3		25.6	%
Consumables management		216.7		183.1		33.6		18.4	%
Business jet		52.0		28.9		23.1		79.9	%
Total operating earnings	$	540.0	$	428.0	$	112.0		26.2	%

For the year ended December 31, 2012, CAS revenues of $1,551.2 increased 19.1% as compared with 2011. Operating earnings in 2012 were $271.3, an increase of 25.6% as compared with 2011. Operating margin in 2012 of 17.5% expanded by 90 in 2012 basis points. The increase in 2012 operating earnings was primarily due to operating leverage at the higher revenue level and ongoing operational efficiency initiatives.

For the year ended December 31, 2012, CMS revenues of $1,171.0 increased 24.1% as compared with the prior year. CMS 2012 operating earnings were $216.7, an increase of 18.4% as compared with 2011. Operating margin in 2012 of 18.5% decreased by 90 basis points as compared with 2011 due to AIT costs ($17.2) and the acquisitions of UFC and Interturbine, which currently have lower operating margins than the legacy CMS business. Operating margin excluding AIT costs was approximately 20.0%, up 10 basis points as compared with 2011.

For the year ended December 31, 2012, BJS revenues of $363.1 increased 42.8% and operating earnings of $52.0 increased $23.1, or 79.9%, as compared with 2011, primarily as a result of the increase in revenues, an improved mix of revenues and ongoing operational improvements.

Interest expense in 2012 of $124.4 was $19.4, or 18.5% higher than 2011, as a result of the higher debt level due to recent acquisitions and opportunistic financing completed in 2012. During 2012 we issued $1,300.0 of senior unsecured notes due 2022 at a weighted average effective yield of approximately 5.0%. We also redeemed $600.0 of 8.5% senior unsecured notes due July 2018, incurring $82.1 of debt prepayment costs.

Earnings before income taxes in 2012 were $333.5, as compared to earnings before income taxes of $323.0 in 2011 for the reasons set forth above.

Income taxes during 2012 and 2011 were $99.8, or 29.9%, and $95.2, or 29.5% of earnings before income taxes, respectively.

Net earnings and net earnings per diluted share in 2012 were $233.7 and $2.27, respectively, as compared to 2011 net earnings and net earnings per diluted share of $227.8 and $2.24, respectively, for the reasons described above.

31

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of December 31, 2013, our net debt-to-net-capital ratio was 33.6%. Net debt was $1,321.6, which represented total debt of $1,959.4, less cash and cash equivalents of $637.8. At December 31, 2013, net capital (total debt plus total stockholders’ equity less cash and cash equivalents) was $3,930.8. As of December 31, 2013, long-term debt consisted of $1,300.0 aggregate principal amount ($1,313.7 inclusive of original issue premium) of our 5.25% senior unsecured notes due 2022 (the “5.25% Notes”) and $650.0 aggregate principal amount ($645.7 net of original issue discount) of our 6.875% senior unsecured notes due 2020 (the “6.875% Notes”). At December 31, 2013, there were no amounts outstanding under our five-year $950.0 revolving credit facility, as amended and restated as of August 3, 2012 (the “Revolving Credit Facility”). Cash on hand at December 31, 2013 increased by $124.1 as compared with cash on hand at December 31, 2012 primarily as a result of cash flows from operating activities of $379.1, less expenditures for acquisitions of $118.1 and less capital expenditures of $154.9. 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. Our sources of liquidity are from cash on hand, our revolving line of credit, and cash flow from operations. At December 31, 2013, we had approximately $638 of cash and cash equivalents and a $950 revolving line of credit with no borrowings outstanding and no maturities in the near term. In addition, the substantial majority of our cash is held within the United States and all of our foreign cash may be brought back into the United States in a tax efficient manner.

Working capital as of December 31, 2013 was $2,280.6, an increase of $274.7 as compared with working capital at December 31, 2012. As of December 31, 2013, total current assets increased by $393.1 and total current liabilities increased by $118.4. The increase in current assets related to the $124.1 increase in cash as described above, a $82.4 increase in accounts receivable, and an increase in inventories of $190.9 to support future revenue growth. Accounts receivable and inventories increased by $11.7 and $4.5, respectively, due to the Blue Dot and Bulldog acquisitions and to support future revenue growth. The increase in total current liabilities was primarily due to an increase in accounts payable of $71.7 and an increase in accrued liabilities of $47.0. Accounts payable were higher at December 31, 2013 primarily due to the increase in business activity. Accrued liabilities increased due to higher levels of accrued compensation expense ($9.4) and deferred revenues ($34.7) primarily. Accounts payable and accrued liabilities increased by $7.5 and $3.9, respectively, due to the Blue Dot and Bulldog acquisitions.

Cash Flows

As of December 31, 2013, cash and cash equivalents were $637.8 as compared to $513.7 at December 31, 2012. Cash provided by operating activities was $379.1 for the year ended December 31, 2013 as compared to $355.1 for the year ended December 31, 2012. The primary sources of cash provided by operating activities during 2013 were net earnings of $365.6, adjusted by depreciation and amortization of $89.6, non-cash compensation of $24.2, and deferred income taxes of $32.9. The primary uses of cash in operating activities during the year ended December 31, 2013 were related to a $181.8 net increase in inventories, a $67.2 increase in accounts receivable and $9.2 of tax benefits realized from the prior exercises of employee stock options and restricted stock. The primary sources of cash provided by operating activities during 2012 were net earnings of $233.7, adjusted by depreciation and amortization of $75.0, non-cash compensation of $24.5, and a deferred income tax provision of $37.3. The primary uses of cash in operating activities during the year ended December 31, 2012 were related to a $169.7 net increase in inventories, a $32.0 increase in accounts receivable and $7.0 of tax benefits realized from the prior exercises of employee stock options and restricted stock.

The primary uses of cash in investing activities during the year ended December 31, 2013 were related to capital expenditures of $154.9 and acquisitions of $118.1. The primary uses of cash in investing activities during the year ended December 31, 2012 were related to capital expenditures of $125.4 and acquisitions of $649.7.

In March 2012, we issued $500.0 aggregate principal amount of 5.25% Notes, in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations. In July 2012, we issued $800.0 additional 5.25% Notes priced to yield 4.9% as an add-on to the existing 5.25% Notes. During 2012, we redeemed $600.0 of our 8.5% Notes. We incurred a loss on debt extinguishment of $82.1 related to unamortized debt issue costs and fees and expenses related to the repurchase of our 8.5% Notes.

32

Capital Spending

Our capital expenditures were $154.9 and $125.4 during the years ended December 31, 2013 and 2012, respectively. Taking into consideration our backlog, including approximately $5,000 of awarded but unbooked backlog, targeted capacity utilization levels, recent capital expenditure investments, recent acquisitions and current industry conditions, we anticipate capital expenditures of approximately $170 during 2014. We have no material commitments for capital expenditures. We have, in the past, generally funded our capital expenditures from cash from operations and funds available to us under bank credit facilities. We expect to fund future capital expenditures from cash on hand, from operations and from funds available to us under the Revolving Credit Facility.

Between 1989 and 2011, we completed 35 acquisitions for an aggregate purchase price of approximately $2.7 billion. During these acquisitions, we rationalized the businesses, reduced headcount by approximately 5,500 employees and eliminated 26 facilities. In January 2012, we acquired UFC for a net purchase price of approximately $405, and in July 2012, we acquired Interturbine for a net purchase price of approximately $245.

Our consumables management segment completed two acquisitions, one in the third quarter, Blue Dot, one in the fourth quarter, Bulldog, and reached agreements to acquire two additional companies, LT and Wildcat, all in the oilfield rental equipment and services business. Revenues from Bulldog, LT and Wildcat were approximately $145 for all of 2013, none of which is included in our 2013 results. We expect to pay approximately $310, including acquisition costs, for Bulldog, LT and Wildcat. As a result of these transactions, we will have established rental equipment and services businesses in both the northeast and southwest regions of the United States. Assuming the acquisitions were completed on January 1, 2013, 2013 pro forma aggregate revenues from all of these transactions would have comprised about 5% of our pro forma 2013 revenues. 

All of our acquisitions over the past four years were financed with cash on hand, our existing credit facilities or new debt issuances.

Outstanding Debt and Other Financing Arrangements

Long-term debt at December 31, 2013 primarily consisted of $1,300.0 aggregate principal amount ($1,313.7 inclusive of original issue premium) of our 5.25% Notes and $650.0 aggregate principal amount ($645.7 net of original issue discount) of our 6.875% Notes.

We also have the Revolving Credit Facility. The Revolving Credit Facility 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 December 31, 2013, there were no amounts outstanding under the Revolving Credit Facility.

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. 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. Unless terminated earlier, the Revolving Credit Facility will mature in August 2017.

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined in the facility) that must be maintained at a level greater than 2.0 to 1. The Revolving Credit Facility also contains a total leverage ratio covenant (as defined in the facility) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined in the facility). The Revolving Credit Facility contains customary affirmative covenants, negative covenants, restrictions on the payment of dividends, and conditions precedent for borrowing. We were in compliance with all of the covenants, restrictions and conditions precedent in the Revolving Credit Facility as of December 31, 2013.

33

Contractual Obligations

The following chart reflects our contractual obligations and commercial commitments as of December 31, 2013. 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	2014		2015		2016		2017		2018		Thereafter		Total
Long-term debt and other non-current liabilities (1)	$	--	$	5.1	$	2.4	$	2.7	$	3.1	$	1,984.6	$	1,997.9
Operating leases		42.8		40.3		38.0		33.7		30.1		137.5		322.4
Purchase obligations (2)		3.3		0.3		--		--		--		--		3.6
Future interest payment on outstanding debt (3)		116.5		116.5		116.5		116.5		116.5		331.8		914.3
Total	$	162.6	$	162.2	$	156.9	$	152.9	$	149.7	$	2,453.9	$	3,238.2
Commercial Commitments
Letters of Credit	$	6.1		--		--		--		--		--	$	6.1

(1) Our liability for unrecognized tax benefits of $45.0 at December 31, 2013 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 material impact on our consolidated financial statements.

(2) Occasionally, we enter into purchase commitments for production materials and other items, which are reflected in the table above. 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 or other documentation or just with an invoice. Such obligations are generally outstanding for periods less than a year and are settled by cash payments upon delivery of goods and services and are not reflected in purchase obligations.

(3) Interest payments include interest payments due on the 5.25% Notes and the 6.875% Notes based on the stated rates of 5.25% and 6.875%, respectively. To the extent we incur interest on the Revolving Credit Facility, interest payments would fluctuate based on LIBOR or prime rate pursuant to the terms of the Revolving Credit Facility.

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.

Off-Balance Sheet Arrangements

Lease Arrangements

We finance our use of certain equipment under committed lease arrangements provided by various financial institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected in our consolidated balance sheet. Future minimum lease payments under these arrangements aggregated approximately $322.4 at December 31, 2013.

Indemnities, Commitments and Guarantees

During the normal course of business, we made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to our customers in connection with the delivery, design, manufacture and sale of our products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. We believe that 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 that are not reasonably determinable. We believe that any liability for these indemnities, commitments and guarantees would not be material to our consolidated financial statements.

34

We record backlog when we enter into a definitive order for the delivery of products to our customers in the future. Within backlog, we differentiate between booked backlog and awarded but unbooked backlog. For manufacturing programs, generally if there are definitive delivery dates then the backlog is considered booked. When we receive the delivery date specificity in writing from our customers on these long-term contracts, we include such amount in booked backlog. If a contract does not provide that level of specificity, the production requirements are generally provided to us through purchase orders issued against the underlying contracts at which point the amount of the purchase orders is classified as booked. The remaining portion of the underlying contract is considered awarded but unbooked. Substantially all of our unbooked backlog relates to CAS programs. For consumables contracts, we include in booked backlog, open but unfulfilled purchase orders plus an amount that we believe necessary to support our customers’ production activities under long-term contracts. In addition, purchase orders for end items and spares are generally received and recorded as backlog when we accept their terms.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

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 below. For a detailed discussion on the application of these and other accounting policies, see note 1 to our consolidated financial statements.

Revenue Recognition

Product revenues are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract or purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, we recognize revenue upon delivery or customer acceptance, depending on the terms of the sales contract.

Service revenues primarily consist of engineering activities and logistics related services, including revenue from oilfield rental equipment and services, are recorded when services are performed.

Revenues and costs under certain long-term contracts are recognized using contract accounting under the percentage-of-completion method in accordance with ASC 605-35, Construction–Type and Production–Type Contracts, with the majority of the contracts accounted for under the cost-to-cost method. Under the cost-to-cost method, the revenues related to the long-term contracts are recognized based on the ratio of actual costs incurred to total estimated costs to be incurred. We also use the units-of-delivery method to account for certain of our contracts. Under the units-of-delivery method, revenues are recognized based on the contract price of units delivered.

The percentage-of-completion method requires the use of estimates of costs to complete long-term contracts. Due to the duration of these contracts as well as the technical nature of the products involved, the estimation of these costs requires management judgment in connection with assumptions and projections related to the outcome of future events. Management’s assumptions include future labor performance and rates and projections relative to material and overhead costs, as well as the quantity and timing of product deliveries. We reevaluate our contract estimates periodically and reflect changes in estimates in the current period using the cumulative catch-up method. There were no significant changes in our contract estimates during 2013, 2012 or 2011 that resulted in material cumulative catch-up adjustments to operating earnings. Revenues associated with any contractual claims are recognized when it is probable that the claim will result in additional contract revenue and the amount can be reasonably estimated. Anticipated losses on contracts are recognized in the period in which the losses become evident and determinable. Advance payments and engineering development costs on certain long-term contracts are deferred and included in revenues and research, development and engineering, respectively, when the products are shipped.

35

Accounts Receivable

We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current creditworthiness, as determined by our review of their current credit information. We continuously monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. If the actual uncollected amounts significantly exceed the estimated allowance, our operating results would be significantly adversely affected. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past.

Inventories

We value our inventories at the lower of cost to purchase, using FIFO or weighted average cost method, or market. The inventory balance, which includes the cost of raw material, purchased parts, labor and production overhead costs, is recorded net of a reserve for excess, obsolete or unmarketable inventories. We regularly review inventory quantities on hand and record a reserve for excess, obsolete and unmarketable inventories based primarily on historical usage and on our estimated forecast of product demand and production requirements. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and to inventory items with long procurement cycles, some of which are not expected to be realized within one year. Demand for our products can fluctuate significantly. Our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess, obsolete and unmarketable inventories. In the future, if our inventories are determined to be overvalued, we would be required to recognize such costs in our cost of goods sold at the time of such determination. Likewise, if our inventories are determined to be undervalued, we may have over-reported our costs of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale.

Long-Lived Assets and Goodwill

Goodwill, identifiable intangible assets, net and property and equipment, net were $1,571.0, $472.2, and $425.7 and $1,484.2, $484.5 and $302.9 at December 31, 2013 and 2012, respectively. To conduct our global business operations and execute our strategy, we acquire tangible and intangible assets, which affect the amount of future period amortization expense and possible impairment expense that we may incur. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), we assess potential impairment to goodwill of a reporting unit and to indefinite-lived intangible assets on an annual basis, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or indefinite-lived intangible asset below its carrying amount. In accordance with ASC 360, Property, Plant, and Equipment, we assess potential impairment to long-lived assets (property and equipment and amortized intangible assets) when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Our judgment regarding the existence of impairment indicators and future cash flows related to intangible assets is based on operational performance of our acquired businesses, expected changes in the global economy, aerospace industry projections, discount rates and other judgmental factors. Future events could cause us to conclude that impairment indicators exist and that goodwill or other acquired tangible or intangible assets associated with our acquired businesses are impaired. Any resulting impairment loss could have an adverse impact on our results of operations. As of December 31, 2013 and 2012, management believes the estimated fair value of each of our reporting units with goodwill balances, our indefinite-lived intangible assets and each of our long-lived assets were substantially in excess of their carrying values. There were no indicators of goodwill or intangible asset impairment at December 31, 2013 or 2012.

Accounting for Income Taxes

Significant management judgment is required in evaluating our tax positions and in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We have recorded a valuation allowance of $31.1 as of December 31, 2013, due to uncertainties related to our ability to utilize our deferred tax assets, primarily consisting of our foreign net operating losses. The valuation allowance is based on our estimates of taxable income by jurisdictions in which we operate and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates, or we revise these estimates in future periods, we may need to adjust the valuation allowance which could materially impact our financial position and results of operations. We have not provided for any residual U.S. income taxes on approximately $800 of earnings from our foreign subsidiaries because such earnings are intended to be indefinitely reinvested. It is not practicable to determine the amount of U.S. income and foreign withholding tax payable in the event all such foreign earnings are repatriated. We have no current plans to repatriate cash or cash equivalents held by our foreign subsidiaries.

36

Effect of Inflation

Inflation has not had and is not expected to have a significant effect on our operations.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Foreign currency – We have direct operations in Europe that receive revenues from customers primarily in U.S. dollars and we purchase raw materials and component parts from foreign vendors primarily in British pounds or Euros. Accordingly, we are exposed to transaction gains and losses that could result from changes in foreign currency exchange rates relative to the U.S. dollar. Our 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 December 31, 2013, we had no outstanding foreign currency exchange contracts. In addition, we have not entered into any other derivative financial instruments.

Interest Rates – As of December 31, 2013, we have no adjustable rate debt outstanding. We do not engage in transactions intended to hedge our exposure to changes in interest rates.

As of December 31, 2013, we maintained a portfolio of cash 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.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this section is set forth beginning on page F-1 of this Form 10-K.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of December 31, 2013, of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2013.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

37

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of B/E Aerospace, Inc. and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive and principal financial officers, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of the Company are being made only in accordance with authorizations of the management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (1992). Based on its assessment, management believes that, as of December 31, 2013, the Company’s internal control over financial reporting is effective.

The independent registered public accounting firm that audited the financial statements included in this annual report has issued an attestation report on the Company’s internal control over financial reporting.

By:	/s/ Amin J. Khoury	By:	/s/ Thomas P. McCaffrey
	Amin J. Khoury		Thomas P. McCaffrey
	Co-Chief Executive Officer		Senior Vice President and Chief Financial Officer
	February 24, 2014		February 24, 2014

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

B/E Aerospace, Inc.

Wellington, Florida

We have audited the internal control over financial reporting of B/E Aerospace, Inc. and subsidiaries (the “Company”) as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2013 of the Company and our report dated February 24, 2014 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Certified Public Accountants

Boca Raton, Florida

February 24, 2014

39

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding our directors and executive officers as of February 24, 2014. Officers of the Company are elected annually by the Board of Directors.

Title	Age	Position
Amin J. Khoury	74	Chairman of the Board and Co - Chief Executive Officer
Richard G. Hamermesh	66	Director(1), (3)
Robert J. Khoury	71	Director
Jonathan M. Schofield	73	Director(2), (3)
Michael F. Senft	55	Director(1), (2), (3)
John T. Whates	66	Director(1), (2), (3)
Werner Lieberherr	53	President and Co - Chief Executive Officer
Thomas P. McCaffrey	59	Senior Vice President, Chief Financial Officer
Sean Cromie	47	Vice President and General Manager, Commercial Aircraft Segment
Wayne R. Exton	50	Vice President and General Manager, Business Jet Segment
Ryan M. Patch	53	Vice President - Law, General Counsel and Secretary
Stephen R. Swisher	55	Vice President - Finance and Controller
Eric J. Wesch	46	Vice President - Finance and Treasurer

________

(1)         Member, Audit Committee

(2)         Member, Compensation Committee

(3)         Member, Nominating and Corporate Governance Committee

40

Director Classification

Our Restated Certificate of Incorporation provides that the Board of Directors is to be divided into three classes, each nearly as equal in number as possible, so that each director (in certain circumstances after a transitional period) will serve for three years, with one class of directors being elected each year. The Board is currently comprised of two Class I Directors (Michael F. Senft and John T. Whates), two Class II Directors (Robert J. Khoury and Jonathan M. Schofield) and two Class III Directors (Amin J. Khoury and Richard G. Hamermesh). The terms of the Class I, Class II and Class III Directors expire at the end of each respective three-year term and upon the election and qualification of successor directors at annual meetings of stockholders held at the end of each year. Our executive officers are elected annually by the Board of Directors following the annual meeting of stockholders and serve at the discretion of the Board of Directors.

Current Directors

Amin J. Khoury has been the Chairman of the Board of Directors since July 1987 when he co-founded the Company. Effective December 31, 2005, Mr. Khoury was appointed Chief Executive Officer. Mr. Khoury also served as the Company’s Chief Executive Officer until April 1, 1996. From 1986 until April 2012, Mr. Khoury was a director of Synthes, Inc., the world’s leading manufacturer and marketer of orthopedic trauma implants and a leading global manufacturer and marketer of cranial-maxillofacial and spine implants. Mr. Khoury has been a Trustee of the Scripps Research Institute since May 2008. Mr. Amin J. Khoury holds a Masters Professional Director Certification from the American College of Corporate Directors earned by completing a minimum of 90 hours of public company director education and an Advanced Director Certification from the Corporate Directors Group. Mr. Amin J. Khoury is the brother of Robert J. Khoury.

Richard G. Hamermesh has been a Director since July 1987. Dr. Hamermesh has been a Professor of Management Practice at Harvard Business School since July 1, 2002. From 1987 to 2001, he was a co-founder and a Managing Partner of The Center for Executive Development, an executive education and development consulting firm. From 1976 to 1987, Dr. Hamermesh was a member of the faculty of Harvard Business School. He is also an active investor and entrepreneur, having participated as a principal, director and investor in the founding and early stages of more than 15 organizations.

Robert J. Khoury has been a Director since July 1987, when he co-founded the Company. On December 31, 2005, Mr. Khoury retired from service as the Company’s President and Chief Executive Officer, a position he held since August 2000. From April 1996 through August 2000, he served as Vice Chairman. Mr. Khoury is a member of the Board of Governors of the Aerospace Industries Association. Mr. Khoury has his Professional Director Certification from the American College of Corporate Directors. Mr. Robert J. Khoury is the brother of Amin J. Khoury.

Jonathan M. Schofield has been a Director since April 2001. From December 1992 through February 2000, Mr. Schofield served as Chairman and CEO of Airbus North America Holdings, a subsidiary of Airbus Industrie, a manufacturer of large civil aircraft, and served as Chairman from February 2000 until his retirement in March 2001. Prior to 1989, Mr. Schofield served in various executive positions at Pratt and Whitney, a division of United Technologies Corporation. From 1989 until he joined Airbus, Mr. Schofield was President of United Technologies International Corporation. Mr. Schofield is currently a member of the Board of Directors of Nordam Group, is a trustee of LIFT Trust and was formerly a member of the Board of Directors of Aero Sat, Inc. and TurboCombustor Technology, Inc. Mr. Schofield became a member of the Ordre National de la Légion d’Honneur in 2002.

Michael F. Senft has been a Director since February 2012. Mr. Senft is currently a Managing Director of Moelis & Company, where he provides strategic advisory services to clients in a variety of industries, including the Industrials, Metals and Mining and Food sectors. Since 1993 Mr. Senft has been a highly valued adviser to our Company, having structured and placed or advised our Company on long-term capital transactions totaling over $4 billion and advising our Company essentially on all our strategic acquisitions. Mr. Senft has almost 30 years of experience as an investment banker, including prior roles as Global Head of Leveraged Finance at CIBC, and Global Co-Head of Leveraged Finance at Merrill Lynch. Mr. Senft is also President of Crucible Associates LLC, a private investment vehicle he founded in 2009. From 2008 to 2010, Mr. Senft served on the Board of Directors of Moly Mines Ltd, a development stage mining company publicly listed on the Australian and Toronto stock exchanges and from 1991 to 1994 he served on the Board of Directors of Del Monte Foods.

41

   John T. Whates has been a Director since February 2012. Mr. Whates has been an independent tax advisor and involved in venture capital and private investing since 2005. He is Chairman of the Board of Dynamic Healthcare Systems, Inc., a company that provides enterprise technology software solutions to healthcare organizations. From 1994 to 2011, Mr. Whates was a tax and financial advisor to our Company, providing business and tax advice on essentially all of our significant strategic acquisitions. Previously, Mr. Whates was a tax partner in several of the largest public accounting firms, most recently leading the High Technology Group Tax Practice of Deloitte LLP in Orange County, California. He has extensive experience working with aerospace and other public companies in the fields of tax, equity financing and mergers and acquisitions.

Executive Officers

Werner Lieberherr was appointed Co-Chief Executive Officer as of January 1, 2014. From December 2010 to December 2013, he was President and Chief Operating Officer. From July 2006 to December 2010, Mr. Lieberherr was Senior Vice President & General Manager for the Commercial Aircraft Segment, which consists of seating and interior products, and engineering systems. Prior to joining B/E Aerospace, Mr. Lieberherr held several senior management positions including President, Managing Director, Vice President Global Program Management and General Manager Sales at ABB and Alstom in North America, Europe and Asia.

Thomas P. McCaffrey has been Senior Vice President and Chief Financial Officer since May 1993. Prior to joining B/E Aerospace, Inc., Mr. McCaffrey was an Audit Director with Deloitte & Touche LLP, and from 1976 through 1989 served in several capacities, including Audit Partner, with Coleman & Grant LLP.
 

Sean Cromie has been Vice President and General Manager for the Commercial Aircraft Segment since January 2011. From November 2007 to December 2010 Mr. Cromie served as Vice President and Managing Director of the Seating Facility in Kilkeel, Northern Ireland and previously as Business Unit Director. Prior to joining our Company Mr. Cromie spent six years in operational management roles with Sanmina SCI and NACCO MHG. He also spent seven years in various financial roles including Financial Controller with Kerry Group PLC.

Wayne R. Exton has been Vice President and General Manager, Business Jet Segment since May 2006. From November 2005 to April 2006, Mr. Exton served as Vice President and General Manager of the super first class division of the Business Jet Segment. Prior to joining our Company, Mr. Exton spent nine years at the Britax Automotive and Aerospace Divisions of Britax PLC, serving in a variety of senior management positions including President, Vice President Operations and Director of Global Marketing and Sales. Before joining PLC, Mr. Exton held several senior management positions at Magneti Marelli (a division of Fiat), and Lucas Electrical.

Ryan M. Patch has been Vice President - Law, General Counsel, Secretary and Chief Compliance Officer since July 2009 and was previously Vice President - Law from December 2008 to July 2009. From 2005 to 2008, Mr. Patch was a shareholder and member of the Board of Directors of Jackson, DeMarco, Tidus & Peckenpaugh LLP in Irvine, California. Prior to that, Mr. Patch was a partner in a boutique California law firm since 1992. Mr. Patch is Authorized House Counsel in the State of Florida and has been admitted to practice before the State Bar of California, the U.S. District Court Central District of California, the U.S. District Court Southern District of California, and the U.S. District Court Northern District of California. Since January 2012, Mr. Patch has served on the Board of Directors of the Association of Corporate Counsel, South Florida Chapter.

Stephen R. Swisher has been Vice President - Finance and Controller since August 1999. Mr. Swisher has been Controller since 1996 and served as Director, Finance from 1994 to 1996. Prior to 1994, Mr. Swisher held various management positions at Burger King Corporation and Deloitte & Touche LLP.

Eric J. Wesch has been Vice President - Finance and Treasurer since July 2011 and previously served as Corporate Treasurer from 2008 to 2011, Director, Treasury Services from 2005 to 2008, Manager, Treasury Services from 2003 to 2005, and Manager, Financial Planning & Analysis from 1997 to 2003. Before joining B/E Aerospace, Inc., Mr. Wesch worked for Blockbuster Entertainment Group.

Audit Committee

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Messrs. Hamermesh, Senft and Whates currently serve as members of the Audit Committee. Under the current SEC rules and the rules of the NASDAQ, all of the members are independent. Our Board of Directors has determined that Mr. Hamermesh is an “audit committee financial expert” in accordance with current SEC rules. All members of the Audit Committee are independent, as that term is used in Item 407 of Regulation S-K of the federal securities laws.

42

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater-than-ten-percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Code of Ethics

We have adopted a code of ethics, or Code of Business Conduct, to comply with the rules of the SEC and NASDAQ. The Code of Business Conduct applies to our directors, officers and employees worldwide, including our principal executive officer, principal financial officer, controller, treasurer and all other employees performing a similar function. We maintain a copy of our Code of Business Conduct, including any amendments thereto and any waivers applicable to any of our directors or officers, on our website at www.beaerospace.com.

ITEM 11.    EXECUTIVE COMPENSATION

Information set forth under the captions "Compensation Committee Interlocks and Insider Participation," “Compensation of Directors” and “Compensation Discussion & Analysis” in the Proxy Statement is incorporated by reference herein.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information set forth under the captions "Security Ownership of Certain Beneficial Owners and Management" and “Equity Compensation Plan Information” in the Proxy Statement is incorporated by reference herein.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information set forth under the caption "Certain Relationships and Related Transactions" in the Proxy Statement is incorporated by reference herein.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information set forth under the caption “Principal Accountant Fees and Services” in the Proxy Statement is incorporated by reference herein.

43

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Documents filed as part of report on Form 10-K
	1.	Financial Statements
		Report of Independent Registered Public Accounting Firm
		Consolidated Balance Sheets, December 31, 2013 and December 31, 2012
		Consolidated Statements of Earnings and Comprehensive Income for the Years Ended December 31, 2013, 2012, and 2011
		Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2013, 2012, and 2011
		Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012, and 2011
		Notes to Consolidated Financial Statements for the Years Ended December 31, 2013, 2012, and 2011
	2.	Financial Statement Schedules
		Schedule II – Valuation and Qualifying Accounts
		All other consolidated financial statement schedules are omitted because such schedules are not required or the information required has been presented in the aforementioned consolidated financial statements.
	3.	Exhibits – The exhibits listed in the following "Index to Exhibits" are filed with this Form 10-K or incorporated by reference as set forth below.

44

INDEX TO EXHIBITS

Exhibit
Number	Description
Exhibits 3	Articles of Incorporation and By-Laws
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A, as amended (No. 33-33689), filed with the SEC on April 18, 1990).
3.2	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3 to the Company’s Registration Statement on Form S-1 (No. 333-54146), filed with the SEC on November 3, 1992).
3.3	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-3/A (No. 333-60209), filed with the SEC on December 21, 1998).
3.4	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.5 the Company’s Registration Statement on Form S-3/A (No. 333-112493), as amended, filed with the SEC on February 13, 2004).
3.5	Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the SEC on August 7, 2006).
3.6	Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 8, 2012).
3.7	Amended and Restated By-Laws (incorporated by reference to Exhibit 3.4 to the Company’s Transition Report on Form 10-K for the ten-month transition period ended December 31, 2002, filed with the SEC March 26, 2003).
Exhibits 4	Instruments Defining the Rights of Security Holders, including debentures
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1/A, as amended (No. 33-33689), filed with the SEC on April 18, 1990).
4.2	Indenture, dated as of July 1, 2008, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 26, 2008, filed with the SEC on July 1, 2008).
4.3	First Supplemental Indenture, dated as of July 1, 2008, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 26, 2008, filed with the SEC on July 1, 2008).
4.4	Second Supplemental Indenture, dated as of September 16, 2010, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 13, 2010, filed with the SEC on September 16, 2010).
4.5	Third Supplemental Indenture, dated as of March 13, 2012, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 13, 2012).
4.6	Fourth Supplemental Indenture, dated as of July 23, 2012, between the Registrant and Wilmington Trust Company, as trustee, related to the Registrant’s 8.50% Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 23, 2012, filed with the SEC on July 27, 2012).

45

Exhibits 10(i)	Material Contracts
10.1	Stock and Asset Purchase Agreement, dated June 9, 2008, between the Company and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated June 9, 2008, filed with the SEC on June 11, 2008).
10.2	Supply Agreement, dated as of July 28, 2008, between the Company and Honeywell International Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).
10.3	License Agreement, dated as of July 28, 2008, between the Company and Honeywell International Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).
10.4	Stockholders Agreement, dated as of July 28, 2008, among the Company and Honeywell International Inc., Honeywell UK Limited, Honeywell Holding France SAS and Honeywell Deutschland GmbH (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).
10.5	Second Amended and Restated Credit Agreement, dated as of August 3, 2012, between the Registrant, as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Royal Bank of Canada, SunTrust Bank, UBS Securities LLC and Wells Fargo Securities, LLC, as Syndication Agents and Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland plc and TD Bank, N.A., as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on April 30, 2013).
Exhibits 10(iii)	Management Contracts and Executive Compensation Plans, Contracts and Arrangements
10.6	Amended and Restated Employment Agreement for Amin J. Khoury dated as of July 29, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on July 29, 2013).
10.7	Amended and Restated Death Benefit Agreement dated November 30, 2012 between the Company and Amin J. Khoury (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on February 21, 2013).
10.8	Amended and Restated Employment Agreement for Werner Lieberherr dated as of July 29, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on July 29, 2013).
10.9	First Amendment to Amended and Restated Employment Agreement for Werner Lieberherr dated as of January 1, 2014.*

46

10.10	Death Benefit Agreement dated November 30, 2012 between the Company and Werner Lieberherr (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on February 21, 2013).
10.11	Amended and Restated Employment Agreement for Thomas P. McCaffrey dated as of July 29, 2013 (incorporated by reference to Exhibit 10.3 to the Company’s Quarter Report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on July 29, 2013).
10.12	Amended and Restated Death Benefit Agreement dated November 30, 2012 between the Company and Thomas P. McCaffrey (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on February 21, 2013).
10.13	Amended and Restated Employment Agreement for Ryan M. Patch dated as of July 29, 2013 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on July 29, 2013).
10.14	Amended and Restated Employment Agreement for Sean J. Cromie dated as of May 4, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 4, 2012).
10.15	Amended and Restated Employment Agreement for Wayne R. Exton dated as of May 4, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 4, 2012).
10.16	Amended and Restated Employment Agreement for Richard M. Sharpe dated as of May 4, 2012 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 4, 2012).
10.17	Amended and Restated Employment Agreement for Stephen R. Swisher dated March 17, 2009.*
10.18	Employment Agreement for Eric J. Wesch dated as of July 13, 2012.*
10.19	Retirement Agreement dated as of December 31, 2005 between the Company and Robert J. Khoury (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC on March 15, 2006).
10.20	Consulting Agreement dated as of December 31, 2011 between the Company and Robert J. Khoury (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the SEC on February 24, 2012).
10.21	2005 Long-Term Incentive Plan (Amended and Restated as of July 25, 2012) (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated July 23, 2012, filed with the SEC on July 27, 2012).
10.22	November 2009 Standard Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 5, 2009).
10.23	November 2009 Standard Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 5, 2009).
10.24	November 2009 Form of Restricted Stock Award Agreement for Amin J. Khoury (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 5, 2009).
10.25	2010 Deferred Compensation Plan (Amended and Restated as of October 1, 2010) (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 (333-170494), filed with the SEC on November 9, 2010).

47

10.26	B/E Aerospace, Inc. Senior Executive Management Incentive Plan - FY 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 4, 2011).
10.27	B/E Aerospace, Inc. Corporate Executive Incentive Plan 90% - FY 2011 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 4, 2011).
10.28	B/E Aerospace, Inc. Non-Employee Directors Deferred Stock Plan (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (333-49806), filed with the SEC on November 13, 2000).
10.29	Amended and Restated 1994 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on July 29, 2013).
10.30	Amendment One to the BE Aerospace, Inc., 2010 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on October 30, 2013).
10.31	Consulting Agreement with Richard M. Sharpe dated as of December 10, 2013.*
10.32	Amended and Restated Medical Care Reimbursement Plan for Executives.*
10.33	November 2013 Standard Form of Restricted Stock Unit Award Agreement.*
10.34	November 2013 Form of Restricted Stock Unit Agreement for Thomas P. McCaffrey.*
10.35	2014 Form of Restricted Stock Unit Award Agreement.*
Exhibit 21	Subsidiaries of the Registrant
21.1	Subsidiaries*
Exhibit 23	Consents of Experts and Counsel
23.1	Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP*
Exhibits 31	Rule 13a-14(a)/15d-14(a) Certifications
31.1	Certification of Chief Executive Officer*
31.2	Certification of Chief Financial Officer*
Exhibits 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*
Exhibits 101	Interactive Data File
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*

48

101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

__________________

* Filed herewith.

49

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

B/E AEROSPACE, INC.
By:	/s/ Amin J. Khoury
	Amin J. Khoury
	Co-Chief Executive Officer

Date: February 24, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Amin J. Khoury	Co-Chief Executive Officer	February 24, 2014
Amin J. Khoury	(Principal Executive Officer)
/s/ Thomas P. McCaffrey	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 24, 2014
Thomas P. McCaffrey
/s/ Richard G. Hamermesh	Director	February 24, 2014
Richard G. Hamermesh
/s/ Robert J. Khoury	Director	February 24, 2014
Robert J. Khoury
/s/ Jonathan M. Schofield	Director	February 24, 2014
Jonathan M. Schofield
/s/ Michael F. Senft	Director	February 24, 2014
Michael F. Senft
/s/ John T. Whates	Director	February 24, 2014
John T. Whates

50

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements:
Consolidated Balance Sheets, December 31, 2013 and 2012	F-3
Consolidated Statements of Earnings and Comprehensive Income	F-4
for the Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Stockholders' Equity	F-5
for the Years Ended December 31, 2013, 2012 and 2011
Consolidated Statements of Cash Flows	F-6
for the Years Ended December 31, 2013, 2012 and 2011
Notes to Consolidated Financial Statements	F-7
for the Years Ended December 31, 2013, 2012 and 2011
Consolidated Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts	F-23
for the Years Ended December 31, 2013, 2012 and 2011

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

B/E Aerospace, Inc.

Wellington, Florida

We have audited the accompanying consolidated balance sheets of B/E Aerospace, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of earnings and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of B/E Aerospace, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Certified Public Accountants

Boca Raton, Florida

February 24, 2014

F-2

B/E AEROSPACE, INC.

CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 2013 AND 2012

(In millions, except per share data)

	December 31,			December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	637.8		$	513.7
Accounts receivable		484.1			401.7
Inventories		1,943.8			1,752.9
Deferred income taxes		29.4			42.4
Other current assets		64.6			55.9
Total current assets		3,159.7			2,766.6
Property and equipment		425.7			302.9
Goodwill		1,571.0			1,484.2
Identifiable intangible assets		472.2			484.5
Other assets		67.6			68.2
		5,696.2			5,106.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	357.9		$	286.2
Accrued liabilities		521.2			474.2
Current maturities of long-term debt		--			0.3
Total current liabilities		879.1			760.7
Long-term debt	$	1,959.4		$	1,960.2
Deferred income taxes		165.0			144.1
Other non-current liabilities		83.5			62.5
Commitments, contingencies and off-balance sheet
arrangements (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value; 1.0 shares
authorized; no shares outstanding		--			--
Common stock, $0.01 par value; 200.0 shares
authorized; 105.7 shared issued
as of December 31, 2013 and 105.4 shares
issued as of December 31, 2012		1.1			1.1
Additional paid-in capital		1,688.8			1,652.2
Retained earnings		923.3			557.7
Accumulated other comprehensive loss		(4.0	)		(32.1	)
Total stockholders' equity		2,609.2			2,178.9
	$	5,696.2		$	5,106.4

See accompanying notes to consolidated financial statements.

F-3

B/E AEROSPACE, INC.

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In millions, except per share data)

	Years Ended December 31,
	2013		2012		2011
Revenues	$	3,483.7	$	3,085.3	$	2,499.8
Cost of sales		2,154.8		1,921.2		1,563.5
Selling, general and administrative		478.7		432.4		349.7
Research, development and engineering		220.9		191.7		158.6
Operating earnings		629.3		540.0		428.0
Interest expense		122.5		124.4		105.0
Debt prepayment costs		-		82.1		-
Earnings before income taxes		506.8		333.5		323.0
Income tax expense		141.2		99.8		95.2
Net earnings		365.6		233.7		227.8
Other comprehensive income (loss):
Foreign currency translation
adjustment and other		28.1		37.8		(13.9	)
Comprehensive income	$	393.7	$	271.5	$	213.9
Net earnings per share - basic	$	3.54	$	2.29	$	2.25
Net earnings per share - diluted	$	3.52	$	2.27	$	2.24
Weighted average common shares - basic		103.2		102.2		101.1
Weighted average common shares - diluted		103.9		102.9		101.9

See accompanying notes to consolidated financial statements.

F-4

B/E AEROSPACE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In millions)

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-in			Retained		Comprehensive			Stockholders'
	Shares		Amount		Capital			Earnings		Loss			Equity
Balance, December 31, 2010		103.5	$	1.0	$	1,562.8		$	96.2	$	(56.0	)	$	1,604.0
Sale of stock under
employee stock purchase plan		0.1		--		4.5			--		--			4.5
Purchase of treasury stock		--		--		(6.0	)		--		--			(6.0	)
Exercise of stock options		0.1		--		0.1			--		--			0.1
Restricted stock grants		0.7		--		25.3			--		--			25.3
Tax benefits realized from prior exercises of
employee stock options and restricted stock		--		--		30.8			--		--			30.8
Net earnings		--		--		--			227.8		--			227.8
Foreign currency translation
adjustment and other		--		--		--			--		(13.9	)		(13.9	)
Balance, December 31, 2011		104.4		1.0		1,617.5			324.0		(69.9	)		1,872.6
Sale of stock under
employee stock purchase plan		0.1		--		6.3			--		--			6.3
Purchase of treasury stock		--		--		(2.6	)		--		--			(2.6	)
Exercise of stock options		0.1		--		0.3			--		--			0.3
Restricted stock grants		0.8		0.1		23.7			--		--			23.8
Tax benefits realized from prior exercises of
employee stock options and restricted stock		--		--		7.0			--		--			7.0
Net earnings		--		--		--			233.7		--			233.7
Foreign currency translation
adjustment and other		--		--		--			--		37.8			37.8
Balance, December 31, 2012		105.4		1.1		1,652.2			557.7		(32.1	)		2,178.9
Sale of stock under
employee stock purchase plan		0.1		--		7.3			--		--			7.3
Purchase of treasury stock		--		--		(3.3	)		--		--			(3.3	)
Exercise of stock options		--		--		0.2			--		--			0.2
Restricted stock grants		0.2		--		23.2			--		--			23.2
Tax benefits realized from prior exercises of
employee stock options and restricted stock		--		--		9.2			--		--			9.2
Net earnings		--		--		--			365.6		--			365.6
Foreign currency translation
adjustment and other		--		--		--			--		28.1			28.1
Balance, December 31, 2013		105.7	$	1.1	$	1,688.8		$	923.3	$	(4.0	)	$	2,609.2

See accompanying notes to consolidated financial statements.

F-5

B/E AEROSPACE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In millions)

	Year Ended December 31,
	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	365.6		$	233.7		$	227.8
Adjustments to reconcile net earnings to
net cash flows provided by operating activities, net of
effects from acquisitions:
Depreciation and amortization		89.6			75.0			62.1
Deferred income taxes		32.9			37.3			58.4
Non-cash compensation		24.2			24.5			26.0
Tax benefits realized from prior exercises of employee
stock options and restricted stock		(9.2	)		(7.0	)		(30.8	)
Provision for doubtful accounts		1.3			4.8			1.9
Loss on disposal of property and equipment		2.4			2.4			1.1
Debt prepayment costs		--			82.1			--
Changes in operating assets and liabilities:
Accounts receivable		(67.2	)		(32.0	)		(49.4	)
Inventories		(181.8	)		(169.7	)		(116.3	)
Other current and non-current assets		(8.3	)		(18.2	)		12.5
Accounts payable and accrued liabilities		129.6			122.2			123.6
Net cash flows provided by operating activities		379.1			355.1			316.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(154.9	)		(125.4	)		(76.0	)
Acquisitions, net of cash acquired		(118.1	)		(649.7	)		(60.4	)
Proceeds from sales of businesses and other		0.1			2.6			18.7
Net cash flows used in investing activities		(272.9	)		(772.5	)		(117.7	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		6.4			5.8			4.0
Purchase of treasury stock		(3.3	)		(2.6	)		(6.0	)
Proceeds from long-term debt		--			1,316.0			--
Principal payments on long-term debt		(0.3	)		(600.5	)		(0.5	)
Debt prepayment costs		--			(71.7	)		--
Debt origination costs		--			(30.3	)		--
Tax benefits realized from prior exercises of employee
stock options and restricted stock		9.2			7.0			30.8
Borrowings on line of credit		--			215.0			30.0
Repayments on line of credit		--			(215.0	)		(30.0	)
Net cash flows provided by financing activities		12.0			623.7			28.3
Effect of foreign exchange rate changes on cash and
cash equivalents		5.9			3.9			(2.7	)
Net increase in cash and cash equivalents		124.1			210.2			224.8
Cash and cash equivalents, beginning of year		513.7			303.5			78.7
Cash and cash equivalents, end of year	$	637.8		$	513.7		$	303.5
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest	$	118.4		$	125.2		$	110.4
Income taxes		86.7			52.6			34.5
Supplemental schedule of non-cash activities:
Accrued property additions	$	8.7		$	10.8		$	3.2

See accompanying notes to consolidated financial statements.

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In millions, except share and per share data)

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation – B/E Aerospace, Inc. and its wholly owned subsidiaries (the “Company”) designs, manufactures, sells and services commercial aircraft and business jet cabin interior products consisting of a broad range of seating, interior systems, including structures for food and beverage storage and preparation equipment, distributes aerospace fasteners and other consumables and provides logistics related services, including oilfield rental equipment and services. The Company’s principal customers are the operators of commercial and business jet aircraft, aircraft manufacturers and their suppliers. As a result, the Company’s business is directly dependent upon the conditions in the commercial airline, business jet and aircraft manufacturing industries. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Consolidation – The accompanying consolidated financial statements include the accounts of B/E Aerospace, Inc. and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Preparation – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

Revenue Recognition – Sales of products are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract or purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, the Company recognizes revenue upon delivery or customer acceptance, depending on the terms of the sales contract.

Service revenues primarily consist of engineering activities and logistics related services, including revenue from oilfield rental equipment and services, and are recorded when services are performed.

Revenues and costs under certain long-term contracts are recognized using contract accounting under the percentage-of-completion method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, Construction–Type and Production–Type Contracts (“ASC 605-35”), with the majority of the contracts accounted for under the cost-to-cost method. Under the cost-to-cost method, the revenues related to the long-term contracts are recognized based on the ratio of actual costs incurred to total estimated costs to be incurred. The Company uses the units-of-delivery method to account for certain contracts, principally with The Boeing Company and Airbus. Under the units-of delivery method, revenues are recognized based on the contract price of units delivered.

The percentage-of-completion method requires the use of estimates of costs to complete long-term contracts. Due to the duration of these contracts as well as the technical nature of the products involved, the estimation of these costs requires management’s judgment in connection with assumptions and projections related to the outcome of future events. Management’s assumptions include future labor performance and rates and projections relative to material and overhead costs, as well as the quantity and timing of product deliveries. The Company reevaluates its contract estimates periodically and reflects changes in estimates in the current period using the cumulative catch-up method. Revenues associated with any contractual claims are recognized when it is probable that the claim will result in additional contract revenue and the amount can be reasonably estimated. For the years ended December 31, 2013, 2012 and 2011, approximately 16%, 15% and 15% of our revenues, respectively, were derived from contracts accounted for using percentage-of-completion accounting. Net costs and estimated earnings in excess of billings on uncompleted contracts were $81.9 and $95.9 at December 31, 2013 and 2012, respectively, and recorded as work in process inventory. Excess over average costs on long-term contracts accounted for using the units-of-delivery method of accounting were $213.4 and $134.4 at December 31, 2013 and 2012, respectively and recorded as work in process inventory. Anticipated losses on contracts are recognized in the period in which the losses become evident and determinable. Advance payments and engineering development costs on certain long-term contracts are deferred and included in revenues and research, development and engineering, respectively, when the products are shipped.

F-7

Income Taxes – The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company records uncertain tax positions within income tax expense and classifies interest and penalties related to income taxes as income tax expense.

Cash Equivalents – The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable – The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current creditworthiness, as determined by review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The allowance for doubtful accounts at December 31, 2013 and 2012 was $10.4 and $12.1, respectively.

Inventories – The Company values inventories at the lower of cost or market, using FIFO or weighted average cost method. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, as well as an estimated forecast of product demand and production requirements, and the age of the inventory among other factors. Demand for the Company’s products can fluctuate significantly. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and to inventory items with long procurement cycles, some of which are not expected to be realized within one year.

Property and Equipment–Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives of one to fifty years (or the lesser of the term of the lease for leasehold improvements, as appropriate).

Debt Issuance Costs – Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt. Unamortized debt issue costs are written off at the time of prepayment.

Goodwill and Intangible Assets – Under FASB ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. Patents and other intangible assets are amortized using the straight-line method over periods ranging from three to thirty-four years.

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.

On at least an annual basis, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value of reporting units. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of reporting units for goodwill impairment testing are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. The sum of the fair values of the reporting units are evaluated based on market capitalization determined using average share prices within a reasonable period of time near the selected testing date (calendar year-end), plus an estimated control premium plus the fair value of the Company’s debt obligations.

Indefinite-lived intangible assets are tested at least annually for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. For the years ended December 31, 2013, 2012 and 2011, the Company’s annual impairment testing yielded no impairments of goodwill or indefinite-lived intangible assets.

F-8

Long-Lived Assets – The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset's carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no impairments of long lived assets in 2013, 2012, and 2011.

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. Estimated warranty costs are included in the accrued liabilities on the consolidated balance sheet. The following table provides a reconciliation of the activity related to the Company's accrued warranty expense:

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of period	$	63.2		$	51.5		$	38.0
Provision for warranty expense		42.6			37.5			34.5
Settlements of warranty claims		(38.8	)		(25.8	)		(21.0	)
Balance at end of period	$	67.0		$	63.2		$	51.5

Accounting for Stock-Based Compensation – The Company accounts for share-based compensation arrangements in accordance with the provisions of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), whereby share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period.

Compensation cost recognized during the three years ended December 31, 2013 related to grants of restricted stock and restricted stock units. No compensation cost related to stock options was recognized during those periods as no options were granted during the three year period ended December 31, 2013 and all options were vested as of December 31, 2006.

The Company has established a qualified Employee Stock Purchase Plan. The Plan allows qualified employees (as defined in the plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price for each semi-annual stock purchase period. The fair value of employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. The value of the rights granted during the years ended December 31, 2013, 2012 and 2011 was $1.1, $0.9 and $0.7, respectively.

Treasury Stock – The Company may periodically repurchase shares of its common stock from employees for the satisfaction of their individual payroll tax withholding upon vesting of restricted stock and restricted stock units in connection with the Company’s Long Term Incentive Plan.The Company’s repurchases of common stock are recorded at the average cost of the common stock and are presented as a reduction of additional paid-in-capital. The Company repurchased 41,376, 60,266 and 161,297 shares of its common stock for $3.3, $2.6 and $6.0, respectively, during the years ended December 31, 2013, 2012 and 2011 respectively.

Research and Development – Research and development expenditures are expensed as incurred.

Foreign Currency Translation – The assets and liabilities of subsidiaries located outside the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are recognized currently in income, and those resulting from translation of financial statements are accumulated as a separate component of stockholders’ equity. The Company's European subsidiaries primarily utilize the British pound or the Euro as their local functional currency.

F-9

Concentration of Risk – The Company’s products and services are primarily concentrated within the aerospace industry with customers consisting primarily of commercial airlines, a wide variety of business jet customers and commercial aircraft manufacturers. In addition to the overall business risks associated with the Company’s concentration within the airline and aerospace industries, the Company is exposed to a concentration of collection risk on credit extended to commercial airlines and commercial aircraft manufacturers. The Company’s management performs ongoing credit evaluations on the financial condition of all of its customers and maintains allowances for uncollectible accounts receivable based on expected collectability. Credit losses have historically been within management's expectations and the provisions established.

Significant customers change from year to year depending on the level of refurbishment activity and/or the level of new aircraft purchases by such customers. During the years ended December 31, 2013 and 2012, the Boeing Company accounted for 11.6% and 11.1%, respectively, of the Company’s consolidated revenues. No other individual customers accounted for more than 10% of the Company’s consolidated revenues during the years ended December 31, 2013 and 2012 and during the year ended December 31, 2011 no single customer accounted for more than 10% of the Company’s consolidated revenues.

Recent Accounting Pronouncements

In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which updated the guidance in ASC Topic 740, Income Taxes. The amendments in ASU 2013-11, effective prospectively for the interim and annual periods beginning on or after December 15, 2013 (early adoption is permitted), generally provide guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. The adoption of ASU 2013-11 will not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of earnings if the amount being reclassified is required to be reclassified in its entirety to net earnings. For other amounts that are not required to be reclassified in their entirety to net earnings in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The adoption of ASU 2013-02, effective January 1, 2013, did not impact the Company’s consolidated financial statements as there were no reclassifications out of accumulated other comprehensive income during the period.

2.    BUSINESS COMBINATIONS

During 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals LLC (“Bulldog”) (the “2013 Acquisitions”), providers of parts distribution, rental equipment and on-site services to the oil and gas industry for a net purchase price of $114.6. The acquisitions expand the Consumables Management Segment (“CMS”) distribution and logistics business into the oil and gas services industry. During 2012, the Company completed two acquisitions for a net aggregate purchase price of approximately $649.7 (“2012 Acquisitions”). During 2011, the Company completed four insignificant acquisitions to bolster key technologies for an aggregate purchase price of approximately $60.4  (“2011 Acquisitions”). During 2011, the Company also sold two insignificant businesses for $19.2 which resulted in a $0.1 gain. Each acquisition and disposition was a cash transaction.

The 2013, 2012 and 2011 Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the 2013, 2012 and 2011 Acquisitions have been reflected in the accompanying consolidated balance sheet as of December 31, 2013 and the results of operations for the 2013, 2012 and 2011 Acquisitions and the 2011 dispositions are included in (or excluded from) the accompanying consolidated statements of earnings from the respective dates of acquisition (or disposition).

F-10

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 a net purchase price of approximately $404.7.

The Company completed its evaluation and allocation of the purchase price for the UFC acquisition during the period ended December 31, 2012, which resulted in an adjustment to the allocation of the UFC purchase price to increase goodwill and to increase accrued liabilities by approximately $30.5 related to certain customer contracts which were priced below market and a portion of which were generating losses. These contracts have durations of up to four years. The excess of the purchase price over the fair value of the identifiable assets acquired approximated $347.3 of which $55.1 was allocated to identified intangible assets and $292.2 is included in goodwill.

On July 26, 2012, the Company acquired 100% of Interturbine Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH and Interturbine Technologies GmbH (collectively “Interturbine”), a provider of material management logistical services to global airlines and maintenance, repair and overhaul (“MRO”) providers, for a net purchase price of approximately $245.0. Interturbine’s product range includes chemicals, lubricants, hydraulic fluids, adhesives, coatings and composites. Interturbine also supplies fasteners, cables and wires, electronic components, electrical and electromechanical materials, tools, hot bonding equipment and ground equipment to its primary customer base of airlines and MRO providers globally.

The Company completed its evaluation and allocation of the purchase price for the Interturbine acquisition during the period ended December 31, 2013, which increased goodwill by $4.6 for certain tax liabilities. The excess of the purchase price over the fair value of the identifiable assets acquired approximated $229.9 of which $59.2 was allocated to identified intangible assets and $170.7 is included in goodwill.

The Company has not yet finalized its allocation of the purchase price for the 2013 Acquisitions as the valuation of certain assets and liabilities is not yet complete.

The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the 2013 Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

Accounts receivable-trade	$	10.9
Inventories		3.9
Other current and non-current assets		0.2
Property and equipment		34.3
Goodwill		58.7
Identified intangibles		17.1
Accounts payable		(9.9	)
Other current and non-current liabilities		(0.6	)
Total purchase price	$	114.6

The majority of the goodwill and other intangible assets related to the UFC and 2013 Acquisitions is expected to be deductible for tax purposes. None of the goodwill and other intangible assets related to the Interturbine acquisition is expected to be deductible for tax purposes.
 

Consolidated unaudited pro forma revenues, net earnings and diluted net earnings per share giving effect to the 2012 Acquisitions as if they had occurred on January 1, 2011 were $3,172.4, $241.0, and $2.34, and $2,786.2, $245.4 and $2.41, for the years ended December 31, 2012 and 2011, respectively. Blue Dot and Bulldog pro forma revenues, net earnings, and net earnings per diluted share as well as post acquisition stand-alone revenues and operating earnings are not material to the Company’s financial statements.

F-11

3.    INVENTORIES

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

	December 31,		December 31,
	2013		2012
Purchased materials and component parts	$	243.4	$	186.3
Work-in-process		484.0		371.8
Finished goods		1,216.4		1,194.8
	$	1,943.8	$	1,752.9

4.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Useful Life	December 31,			December 31,
	(Years)	2013			2012
Buildings and improvements	1 - 50	$	123.0		$	112.8
Machinery	1 - 20		197.8			134.2
Tooling	1 - 15		84.3			70.0
Computer equipment and software	1 - 10		276.9			216.3
Furniture and equipment	1 - 15		32.7			24.7
			714.7			558.0
Less accumulated depreciation			(289.0	)		(255.1	)
		$	425.7		$	302.9

Depreciation expense was $58.9, $45.9 and $37.1 for the years ended December 31, 2013, 2012 and 2011, respectively.

5.     GOODWILL AND INTANGIBLE ASSETS

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

		December 31, 2013						December 31, 2012
						Net						Net
	Useful Life	Original		Accumulated		Book		Original		Accumulated		Book
	(Years)	Cost		Amortization		Value		Cost		Amortization		Value
Customer contracts and
relationships	8-30	$	424.0	$	85.7	$	338.3	$	410.8	$	64.0	$	346.8
Acquired technologies	5-34		126.6		54.4		72.2		127.7		50.6		77.1
Replacement parts annuity
and product approvals	7-22		7.9		6.0		1.9		28.3		25.7		2.6
Technical qualifications,
plans and drawings	10-22		19.3		16.2		3.1		26.9		22.7		4.2
Trademarks and patents	3-20		23.0		15.4		7.6		27.1		19.4		7.7
Covenants not to compete	4-5		5.5		1.7		3.8		3.3		0.8		2.5
Trade names	15-indefinite		45.7		0.4		45.3		43.6		-		43.6
		$	652.0	$	179.8	$	472.2	$	667.7	$	183.2	$	484.5

Amortization expense of intangible assets was $30.7, $29.1 and $25.0 for the years ended December 31, 2013, 2012 and 2011, respectively. Indefinite lived intangible assets were $21.5 and $43.6 as of December 31, 2013 and 2012, respectively. Amortization expense associated with identified intangible assets as of December 31, 2013 is expected to be approximately $37 in each of the next five years. The future amortization amounts are estimates and exclude amounts related to LT Energy Services (“LT”) and Wildcat Wireline (“Wildcat”), which were not acquired until 2014. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods, or other factors.

F-12

In accordance with ASC 350, goodwill is not amortized but is subject to an annual impairment test. As of December 31, 2013, the Company completed step one of the impairment test and fair value analysis for goodwill, and no impairment loss was recorded during the years ended December 31, 2013,  2012 or 2011. The accumulated goodwill impairment loss (incurred in 2008) was $369.3 as of December 31, 2013.

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

	Commercial		Consumables		Business
	Aircraft		Management		Jet			Total
Balance as of
December 31, 2011	$	384.2	$	535.4	$	88.7		$	1,008.3
Acquisitions		2.5		450.6		1.5			454.6
Effect of foreign
currency translation		1.7		19.8		(0.2	)		21.3
Balance as of
December 31, 2012		388.4		1,005.8		90.0			1,484.2
Acquisitions		-		58.7		-			58.7
Effect of foreign
currency translation		6.2		22.0		(0.1	)		28.1
Balance as of
December 31, 2013	$	394.6	$	1,086.5	$	89.9		$	1,571.0

6.     ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,		December 31,
	2013		2012
Accrued salaries, vacation and related benefits	$	103.2	$	93.8
Accrued product warranties		67.0		63.2
Accrued interest		28.2		28.2
Income taxes payable		28.7		29.5
Deferred revenue		152.9		118.2
Other accrued liabilities		141.2		141.3
	$	521.2	$	474.2

Deferred revenue includes billings in excess of costs and estimated earnings of $25.5 and $19.0 at December 31, 2013 and 2012, respectively.

F-13

7.    LONG-TERM DEBT

Long-term debt consists of the following:

	December 31,		December 31,
	2013		2012
5.25% Notes	$	1,313.7	$	1,315.0
6.875% Notes		645.7		645.2
Other		-		0.3
		1,959.4		1,960.5
Less current portion of long-term debt		-		(0.3	)
	$	1,959.4	$	1,960.2

In March 2012, the Company issued $500.0 aggregate principal amount of 5.25% senior notes due 2022 (the “5.25% Notes”), in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations of the Company. In July 2012, the Company issued $800.0 additional 5.25% Notes, at an effective yield of 4.9% as an add-on to the existing 5.25% Notes. During 2012, the Company redeemed $600.0 of its 8.5% senior unsecured notes due 2018 (the “8.5% Notes”). The Company incurred a loss on debt extinguishment of $82.1 related to unamortized debt issue costs and fees and expenses related to the repurchase of its 8.5% Notes during 2012.

As of December 31, 2013, long-term debt consisted of $1,300.0 aggregate principal amount ($1,313.7 inclusive of original issue premium) of its 5.25% Notes, which had an effective yield of approximately 5.0%, and $650.0 aggregate principal amount ($645.7 net of original issue discount) of 6.875% senior unsecured notes due 2020 (the “6.875% Notes). The Company also has a $950.0 revolving credit facility, as amended and restated as of August 3, 2012, (the “Revolving Credit Facility”), none of which was drawn at December 31, 2013 and 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) plus 200 basis points or Prime (as defined in the Revolving Credit Facility) plus 100 basis points. If drawn, as of December 31, 2013, the rate under the Revolving Credit Facility would have been approximately 2.25%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $6.1 at December 31, 2013.

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.0 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 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 December 31, 2013.

Maturities of long-term debt, excluding the $4.3 unamortized original issue discount on the 6.875% Notes and the $13.7 unamortized original issue premium on the 5.25% Notes, are as follows:

Year Ending December 31,
2014	$	--
2015		--
2016		--
2017		--
2018		--
Thereafter		1,950.0
Total	$	1,950.0

Interest expense amounted to $123.3, $124.6 and $105.5 for the years ended December 31, 2013, 2012 and 2011, respectively.

F-14

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 on the consolidated balance sheets. At December 31, 2013, future minimum lease payments under these arrangements approximated $322.4, of which $285.0 is related to long-term real estate leases.

Rent expense for the years ended December 31, 2013, 2012 and 2011 was $50.8, $49.5 and $29.3, respectively. Future payments under operating leases with terms greater than one year as of December 31, 2013 are as follows:

Year Ending December 31,
2014	$	42.8
2015		40.3
2016		38.0
2017		33.7
2018		30.1
Thereafter		137.5
Total	$	322.4

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 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 delivery, design, manufacture and sale of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Many of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events that are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to the accompanying consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.
 

    Employment Agreements – The Company has employment and compensation agreements with three key officers of the Company. An agreement for one of the officers provides for the officer to earn a minimum of $1.3 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, as well as a retirement compensation payment equal to 1.5 times the base salary.

One other agreement provides for an officer to receive annual minimum compensation of $0.9 per year through a three-year period ending from any date after which it is measured, adjusted as determined by the Company’s Compensation Committee of the Board of Directors, and for the Company to make a retirement compensation payment equal to 7.5% of the officer’s then current year annual salary to a supplemental executive retirement plan (“SERP”) established by the Company.

One other agreement provides for an officer to receive annual minimum compensation of $0.6 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, and to receive a retirement compensation payment equal to 50% of the officer’s average three years' annual salary (as defined).

F-15

 In addition, the Company has employment agreements with certain other key members of management expiring on various dates through the year 2015. The Company's employment agreements generally provide for certain protections in the event of a change of control. These protections generally include the payment of severance and related benefits under certain circumstances in the event of a change of control, and for the Company to reimburse such officers for the amount of any excise taxes associated with such benefits.

9.     INCOME TAXES

The components of earnings before incomes taxes were:

	Year Ended December 31,
	2013		2012		2011
Earnings before income taxes
United States	$	278.8	$	167.7	$	142.1
Foreign		228.0		165.8		180.9
Earnings before income taxes	$	506.8	$	333.5	$	323.0

Income tax expense consists of the following:

	Year Ended December 31,
	2013		2012		2011
Current:
Federal	$	58.9	$	22.3	$	1.8
State		6.7		3.0		2.3
Foreign		41.3		24.6		28.5
		106.9		49.9		32.6
Deferred:
Federal		30.0		41.6		52.4
State		2.5		2.2		3.9
Foreign		1.8		6.1		6.3
		34.3		49.9		62.6
Total income tax expense	$	141.2	$	99.8	$	95.2

The difference between income tax expense and the amount computed by applying the statutory U.S. federal income tax rate (35%) to the pre-tax earnings consists of the following:

	Year Ended December 31,
	2013			2012			2011
Statutory federal income tax expense	$	177.4		$	116.7		$	113.0
U.S. state income taxes		9.7			5.9			6.0
Foreign tax rate differential		(36.2	)		(36.0	)		(27.8	)
Non-deductible charges/losses and other		4.2			14.8			8.0
Research and development credit		(13.9	)		(1.6	)		(4.0	)
	$	141.2		$	99.8		$	95.2

F-16

The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets and liabilities consist of the following:

	December 31,
	2013			2012
Deferred tax assets:
Inventory reserves	$	20.8		$	21.7
Warranty reserves		14.1			12.5
Accrued liabilities		31.0			37.5
Net operating loss carryforward		24.0			22.4
Research and development
credit carry forward		7.3			18.8
Alternative minimum
tax credit carryforward		5.0			5.0
Other		10.0			5.6
	$	112.2		$	123.5
Deferred tax liabilities:
Book to tax revenue differences		(13.4	)		(31.7	)
Intangible assets		(168.4	)		(127.9	)
Depreciation		(34.4	)		(38.2	)
Software development costs		(0.7	)		(0.7	)
		(216.9	)		(198.5	)
Net deferred tax liability before valuation
allowance		(104.7	)		(75.0	)
Valuation allowance		(31.1	)		(26.5	)
Net deferred tax liability	$	(135.8	)	$	(101.5	)

The Company maintained a valuation allowance of $31.1 as of December 31, 2013 primarily related to foreign net operating losses.

As of December 31, 2013, the Company had state and foreign net operating loss carryforwards of approximately $34.4 and $75.3, respectively. The state net operating loss carryforwards begin to expire in 2014. As of December 31, 2013, the Company had federal and state research and development tax credit carryforwards of $7.3, which expire from 2014 to 2028.

The Company has not provided for any residual U.S. income taxes on the approximately $800 of earnings from its foreign subsidiaries because such earnings are intended to be indefinitely reinvested. It is not practicable to determine the amount of U.S. income and foreign withholding tax payable in the event all such foreign earnings are repatriated.

In 2013, the Company recognized tax deductions of $21.6 related to stock option exercises and restricted share vestings. Pursuant to ASC 718, these deductions are not deemed realized until they reduce taxes payable. During 2013, the Company recorded a credit to additional paid-in capital of $8.3 as these deductions reduced our current year tax liability.

 A reconciliation of the beginning and ending amounts of gross uncertain tax positions is presented below:

	2013		2012		2011
Balance, beginning of the period	$	34.6	$	21.7	$	21.5
Additions for current year tax positions		10.8		10.6		6.1
Additions for tax positions of prior years		2.1		2.3		--
Currency fluctuations		--		--		(0.1	)
Settlements with taxing authorities		--		--		(5.8	)
Balance, end of the period	$	47.5	$	34.6	$	21.7

F-17

The difference between the gross uncertain tax position of $47.5 and the liability for unrecognized tax benefits of $45.0 is due to the netting of certain items when calculating the liability for unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, the Company does not expect the change to have a material impact on the Company’s consolidated financial statements.

The Company completed its U.S. federal income tax examination during 2011 for year 2006 with immaterial adjustments, and with minor exceptions, the Company is currently open to audit by the tax authorities for the seven tax years ending December 31, 2013. There are currently no material income tax audits in progress.

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 $2.0 as of December 31, 2013 and 2012.

10.   EMPLOYEE RETIREMENT PLANS

The Company sponsors and contributes to a qualified, defined contribution savings and investment plan, covering substantially all U.S. employees. The B/E Aerospace, Inc. Savings Plan was established pursuant to Section 401(k) of the Internal Revenue Code. Under the terms of this plan, covered employees may contribute up to 100% of their pay, limited to certain statutory maximum contributions for 2013. Participants are vested in matching contributions immediately and the matching percentage is 100% of the first 3% of employee contributions and 50% on the next 2% of employee contributions. Total expense for the plan was $11.3, $10.1 and $8.5 for the years ended December 31, 2013, 2012 and 2011. In addition, the Company contributes to the B/E Aerospace, Inc. Hourly Tax-Sheltered Retirement Plan. This plan was established pursuant to Section 401(k) of the Internal Revenue Code and covers certain U.S. union employees. Total expense for the plan was $0.3 for each of the years ended December 31, 2013, 2012 and 2011. The Company also sponsors and contributes to a SERP for certain other employees. The B/E Aerospace, Inc. Deferred Compensation Plan was established pursuant to Section 409A of the Internal Revenue Code. The SERP is an unfunded plan maintained for the purpose of providing deferred compensation for certain employees. This plan allows certain employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred. The Company makes cash matching contributions and earnings on deferrals. Compensation expense under this program was $1.7, $1.6 and $1.1 in 2013, 2012 and 2011, respectively. The Company and its subsidiaries participate in government-sponsored programs in certain foreign countries. The Company funds these plans based on legal requirements, tax considerations, local practices and investment opportunities.

11.   STOCKHOLDERS' EQUITY

Earnings Per Share - Basic net earnings per common share is computed using the weighted average of common shares outstanding during the year. Diluted net earnings per common share reflects the potential dilution from assumed conversion of all dilutive securities such as stock options and unvested restricted stock using the treasury stock method. When the effects of the outstanding stock options are anti-dilutive, they are not included in the calculation of diluted earnings per common share. For the years ended December 31, 2013, 2012 and 2011, securities totaling approximately 0.1, 0.3, and 0.5 million shares, respectively, were excluded from the determination of diluted earnings per common share because the effect would have been anti-dilutive.

F-18

The following table sets forth the computation of basic and diluted net earnings per share for the years ended December 31, 2013, 2012 and 2011:

	Year Ended December 31,
	2013		2012		2011
Numerator: net earnings	$	365.6	$	233.7	$	227.8
Denominator:
Denominator for basic earnings per share -
Weighted average shares (in millions)		103.2		102.2		101.1
Effect of dilutive securities -
Dilutive securities (in millions)		0.7		0.7		0.8
Denominator for diluted earnings per share -
Adjusted weighted average shares (in millions)		103.9		102.9		101.9
Basic net earnings per share	$	3.54	$	2.29	$	2.25
Diluted net earnings per share	$	3.52	$	2.27	$	2.24

Long Term Incentive Plan - The Company has a Long Term Incentive Plan under which the Company’s Compensation Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock units or other forms of equity based or equity related awards.

During 2013, 2012 and 2011, the Company granted restricted stock to certain members of the Company’s Board of Directors and management. Restricted stock grants vest over four years and are granted at the discretion of the Compensation Committee of the Board of Directors. Certain awards also vest upon attainment of performance goals. Compensation cost is recorded on a straight-line basis over the vesting term of the shares based on the grant date value using the closing trading price. Share based compensation of $23.0, $23.4 and $25.1 was recorded during 2013, 2012, and 2011 respectively. Unrecognized compensation cost related to these grants was $53.6, $50.4, and $49.8 at December 31, 2013, 2012, and 2011, respectively.

The following table summarizes shares of restricted stock that were granted, vested, forfeited and outstanding:

	December 31, 2013							December 31, 2012
						Weighted							Weighted
				Weighted		Average					Weighted		Average
				Average		Remaining					Average		Remaining
	Shares			Grant Date		Vesting Period		Shares			Grant Date		Vesting Period
	(in thousands)			Fair Value		(in years)		(in thousands)			Fair Value		(in years)
Outstanding, beginning of
period		1,646		$	37.67		2.52		1,940		$	29.08		2.44
Shares granted		342			83.84		--		634			44.13		--
Shares vested		(645	)		33.81		--		(827	)		23.50		--
Shares forfeited		(95	)		37.32		--		(101	)		30.87		--
Outstanding, end of period		1,248			52.67		2.37		1,646			37.67		2.52

      During the year ended December 31, 2013, the Company granted 12,081 units of restricted stock. During the years ended December 31, 2012 and 2011, the Company did not grant restricted stock units. During the year ended December 31, 2013, no restricted stock units were forfeited. As of December 31, 2013, the weighted average remaining vesting period for the 12,081 outstanding restricted stock units was 3.17 years.

No stock options were granted during the three years ended December 31, 2013 and no related stock compensation was recognized as all options were fully vested as of December 31, 2006. Outstanding stock options at December 31, 2013, 2012 and 2011 totaled approximately 31,500, 51,000, and 101,000, all of which were exercisable. During the years ended December 31, 2013, 2012 and 2011, 19,525, 45,040 and 26,568 stock options were exercised with an aggregate intrinsic value of $1.1, $1.7 and $0.9, respectively, determined as of the date of option exercise. The aggregate intrinsic value of outstanding options as of December 31, 2013 was $2.4.

F-19

12.   EMPLOYEE STOCK PURCHASE PLAN

The Company has established a qualified Employee Stock Purchase Plan, the terms of which allow for qualified employees (as defined in the Plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price on the last business day of each semi-annual stock purchase period. The Company issued approximately 101,000, 136,000 and 114,000 shares of common stock during the years ended December 31, 2013, 2012 and 2011, respectively, pursuant to this plan at a weighted average price per share of $61.96, $39.44, and $33.76, respectively.

13.   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. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operational 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”).

The following table presents revenues and other financial information by business segment:

	Year Ended December 31, 2013
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,784.7	$	1,280.4	$	418.6	$	3,483.7
Operating earnings (1)		320.3		240.0		69.0		629.3
Total assets(2)		2,016.5		3,212.8		466.9		5,696.2
Goodwill		394.6		1,086.5		89.9		1,571.0
Capital expenditures(3)		96.5		40.6		17.8		154.9
Depreciation and amortization(3)		50.4		29.8		9.4		89.6

	Year Ended December 31, 2012
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,551.2	$	1,171.0	$	363.1	$	3,085.3
Operating earnings (1)		271.3		216.7		52.0		540.0
Total assets(2)		1,719.1		3,006.7		380.6		5,106.4
Goodwill		388.4		1,005.8		90.0		1,484.2
Capital expenditures(3)		92.5		22.6		10.3		125.4
Depreciation and amortization(3)		42.3		25.0		7.7		75.0

	Year Ended December 31, 2011
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,302.0	$	943.5	$	254.3	$	2,499.8
Operating earnings (1)		216.0		183.1		28.9		428.0
Total assets(2)		1,387.0		2,120.2		330.1		3,837.3
Goodwill		384.2		535.4		88.7		1,008.3
Capital expenditures(3)		51.6		17.6		6.8		76.0
Depreciation and amortization(3)		36.0		19.7		6.4		62.1

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

(2) Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

(3) Corporate capital expenditures and depreciation and amortization have been allocated to the above segments in a manner consistent with our corporate expense allocations.

F-20

Geographic Information

The Company operates principally in three geographic areas, the United States, Europe (primarily the United Kingdom) and emerging markets, such as Asia, Pacific Rim, and the Middle East. There were no significant transfers among geographic areas during these periods.

The following table presents revenues and operating earnings based on the originating location for the years ended December 31, 2013, 2012 and 2011. Additionally, it presents all identifiable assets related to the operations in each geographic area as of December 31, 2013 and 2012:

	Year Ended December 31,
	2013		2012		2011
Revenues:
Domestic	$	2,420.9	$	2,230.1	$	1,750.2
Foreign		1,062.8		855.2		749.6
	$	3,483.7	$	3,085.3	$	2,499.8
Operating earnings:
Domestic	$	367.8	$	334.2	$	246.9
Foreign		261.5		205.8		181.1
	$	629.3	$	540.0	$	428.0
	December 31,
Identifiable assets:		2013		2012
Domestic	$	4,482.7	$	3,817.0
Foreign		1,213.5		1,289.4
	$	5,696.2	$	5,106.4

Revenues by geographic area, based on destination, for the years ended December 31, 2013, 2012, and 2011 were as follows:

	Year Ended December 31,
	2013					2012					2011
			% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
U.S.	$	1,533.3		44.0	%	$	1,499.5		48.6	%	$	1,296.4		51.9	%
Europe		894.0		25.7	%		755.9		24.5	%		606.0		24.2	%
Asia, Pacific Rim,
Middle East and other		1,056.4		30.3	%		829.9		26.9	%		597.4		23.9	%
	$	3,483.7		100.0	%	$	3,085.3		100.0	%	$	2,499.8		100.0	%

Export revenues from the United States to customers in foreign countries amounted to $1,074.9, $896.4 and $617.7 in the years ended December 31, 2013, 2012 and 2011, respectively.

14.   FAIR VALUE INFORMATION

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

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

Level 2 – 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.

F-21

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 December 31, 2013 and 2012. The fair value of the Company’s senior notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $2,058.5 and $2,103.8 as of December 31, 2013 and December 31, 2012, respectively.

The fair value information presented herein is based on pertinent information available to management at December 31, 2013 and 2012, respectively. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented herein.

15.  SELECTED QUARTERLY DATA (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2013 and December 31, 2012 are as follows:

	Year Ended December 31, 2013
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Revenues	$	842.2	$	850.3	$	888.1	$	903.1
Gross profit		319.1		326.8		342.3		340.7
Net earnings		89.9		92.4		92.7		90.6
Basic net earnings per share (1)		0.87		0.90		0.90		0.88
Diluted net earnings per share (1)		0.87		0.89		0.89		0.87

	Year Ended December 31, 2012
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Revenues	$	747.3	$	768.1	$	766.7	$	803.2
Gross profit		283.5		293.3		288.3		299.0
Net earnings(2)		68.8		71.2		18.5		75.2
Basic net earnings per share (1)		0.67		0.70		0.18		0.73
Diluted net earnings per share (1)		0.67		0.69		0.18		0.73

(1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year.

(2) Third quarter 2012 net earnings reflect debt prepayment costs of $82.1.

16.  SUBSEQUENT EVENTS

In January 2014, the Company acquired LT, an Eagle Ford based provider of rental equipment. In February 2014, the Company acquired Wildcat, a provider of wireline services primarily in the Eagle Ford basin, and also in the Marcellus/Utica basin. The purchase price (all cash) of LT and Wildcat was approximately $255.

F-22

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In millions)

	Balance
	At								Balance
	Beginning						Write-		At End
	Of						Offs/		Of
	Period		Expenses		Other		Disposals		Period
Deducted From Assets:
Allowance for doubtful accounts:
Year ended December 31, 2013	$	12.1	$	1.3	$	0.4	$	3.4	$	10.4
Year ended December 31, 2012		8.2		4.8		1.0		1.9		12.1
Year ended December 31, 2011		7.4		1.9		--		1.1		8.2
Reserve for obsolete inventories:
Year ended December 31, 2013	$	63.5	$	11.2	$	--	$	10.3	$	64.4
Year ended December 31, 2012		49.8		20.7		--		7.0		63.5
Year ended December 31, 2011		45.3		15.9		--		11.4		49.8
Deferred tax asset valuation allowance:
Year ended December 31, 2013	$	26.5	$	--	$	4.6	$	--	$	31.1
Year ended December 31, 2012		20.1		--		6.4		--		26.5
Year ended December 31, 2011		14.4		--		5.7		--		20.1

F-23

EX-10.9

Exhibit 10.9

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to Amended and Restated Employment Agreement (this “First Amendment”) is entered into effective as of January 1, 2014, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”),and Werner Lieberherr (the “Executive”).

RECITALS

WHEREAS, the Executive and the Company entered into an Amended and Restated Employment Agreement dated July 29, 2013 (the “Amended and Restated Agreement”);

WHEREAS, the Executive and the Company desire to amend the Amended and Restated Agreement; and

WHEREAS, except as amended by this First Amendment, the Amended and Restated Agreement shall remain unchanged and in full force and effect.

NOW, THEREFORE, it is mutually understood and agreed by and between the Executive and the Company that the Amended and Restated Agreement shall be amended as follows:

FIRST AMENDMENT

Section 3 of the Amended and Restated Agreement, the reference to “Chief Operating Officer” is replaced by “Co-Chief Executive Officer” and the reference to “Chief Executive Officer of the Company, his designee, or the” is hereby deleted.

Sub-Section 4(a) of the Amended and Restated Agreement, the Salary is changed to $940,000.00 per annum.

Sub-Section 4(g) of the Amended and Restated Agreement, the following sentence is inserted after the first sentence:

“The Company will make a tax deferred monthly contribution to the SERP on behalf of the Executive equal to seven-and-one-half percent (7.5%) of the monthly amount of the Salary (1/12 of the Salary) in effect as of the date of contribution.”

Sub-Section 5(c) of the Amended and Restated Agreement, the references to “Chief Executive Officer” are replaced with “Board.”

Sub-Section 5(d)(ii) of the Amended and Restated Agreement, the references to “Chief Executive Officer or,” and the “by the Chief Executive Officer” are hereby deleted.

Section 8 of the Amended and Restated Agreement, the reference to “Chief Executive Officer” is replaced with “Board of Directors.”

IN WITNESS WHEREOF, the parties hereto execute this First Amendment to Amended and Restated Employment Agreement as of the date first written above.

EXECUTIVE:	COMPANY:
/s/ Werner Lieberherr	B/E AEROSPACE, INC.
Werner Lieberherr	By:	/s/ Thomas P. McCaffrey
Date: 1/4/14	Name:	Thomas P. McCaffrey
	Title:	1/4/14

EX-10.17

Exhibit 10.17

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this "Agreement") is made as of this 17th day of March, 2009, by and between BE Aerospace, Inc., a Delaware corporation (the "Company") and Stephen R. Swisher (the "Employee").

RECITALS

WHEREAS, the Company wishes to employ the Employee and the Employee wishes to accept such employment on the terms and conditions hereafter set forth; and

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

WHEREAS, the Employee 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:

l.  Employment.  The Company shall employ the Employee, and the Employee shall perform services for and continue in the employment of the Company, for an initial period of one (1) year commencing on July 1, 1998, and ending on June 30, 1999, whereupon the Employee’s employment hereunder shall automatically be extended from year to year for additional one (1)-year periods on and after July 1, 1999, until either the Company or the Employee gives the other party at least thirty (30) days written notice prior to the then-applicable "Expiration Date" (as hereinafter defined of its or his desire to terminate this Agreement, unless the Employee's employment is terminated earlier pursuant to this Agreement as hereinafter set forth.  For purposes of this Agreement (i) the term "Employment Period" shall mean the initial one (1) year period and all extensions thereof, if any, as aforesaid, and (ii) the term "Expiration Date" shall mean June 30 of either calendar year 1999 or any subsequent calendar year if the Employment Period is extended on and after July 1, 1999.

2.  Position and Duties.  The Employee shall serve the Company in the capacity of Vice President-Finance and Corporate Controller of the Company and, shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with this capacity, as may from time to time be prescribed by the Senior Vice President and Chief Financial Officer of the Company, or his designee.  The Employee shall perform and discharge, faithfully, diligently and to the best of his ability, such powers, duties and responsibilities.  The Employee 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 Employee shall receive a salary (the "Salary") payable at the rate of $272,506 per annum.  Such rate may be adjusted from time to

time by the Senior Vice President and Chief Financial Officer; 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 Employee may receive a performance bonus of up to eighty (80%) percent, as determined by 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 Employee 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 in effect from time to time.

(d)  Fringe Benefits.  During the Employment Period, the Employee shall be entitled to participate in or receive benefits under any life or disability insurance, health, pension, retirement and accident plans or arrangements made generally available by the Company to its employees, 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, the Employee 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.

4.  Termination and Compensation Thereon.

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

(b)  Death.  The Employee’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 Employee 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 Employee’s incapacity due to physical or mental illness, the Employee shall have been absent from his full-time duties as described hereunder for the entire period of six (6) consecutive months ("Incapacity"), the Employee’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 Employee a lump sum payment 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.  The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Employee 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(c) or 4(g).  The Company’s obligation to pay the Employee his Salary and benefits (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 President and Chief Operating Officer and the Employee with respect to the Employee’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the President and Chief Operating Officer and the Employee, whose decision shall be binding on all parties.

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

(i)  If the Employee's employment is terminated by the Company for Cause or the Employee resigns his employment for any reason (other than pursuant to Section 4(f)), the Company shall have no further obligations to the Employee 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 Employee's material failure, refusal or neglect to perform and discharge his powers, duties and responsibilities hereunder (including duties prescribed by the President and Chief Operating Officer pursuant to Section 2), other material breach of the terms hereof, or breach of any fiduciary duties he may have because of any position he holds with the Company or any subsidiary or affiliate thereof; or (ii) a felony conviction or a conviction for any crime involving the Employee's personal dishonesty or moral turpitude.

(e)  Termination Without Cause.  The Company may terminate the Employee’s employment hereunder at any time without Cause.  In such event, the Company shall pay to the Employee a lump sum payment equal to the salary payable during the period from the Termination Date through the Expiration Date at the rate in effect on the Termination Date.  In addition, the Company will pay the Employee one (1) times the Salary in effect as of the Termination Date, which sum shall not be prorated and shall be paid in addition to the salary due and payable under the second sentence of this Section 4(e).  The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Employee 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) or 4(g).

(f)   Change of Control.

(i)  If a "Change of Control" occurs during the Employment Period and, following or in connection withsuch Change of Control, this Agreement or the Employee’s employment is terminated for any reason (other than for Cause), or the Employee resigns his employment because any of the Employee’s position, powers, duties or responsibilities under Section 2 above are materially reduced without his agreement, or any compensation or benefit payable or otherwise extended  to the Employee hereunder (including without limitation Salary, incentive bonus and fringe benefits set forth in Section 3 above) is eliminated or materially reduced, the Company or its successor  in interest shall give prompt notice to the Employee of any such elimination or reduction and pay to the Employee a lump sum amount equal to:

(x) the Employee’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

(y) the Salary (at the rate in effect as of the date of the Change of Control).

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 ("Section 409A").  The obligations of the Company pursuant to this Section 4(f) shall survive any termination of this Agreement or the Employee's employment or any resignation of such employment by the Employee pursuant to this Section 4(f).

(g)   Benefit Continuation.  If the Employee's employment is terminated pursuant to Sections 4(c), 4(e) or 4(f), the Company shall provide the Employee 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 and (ii) the date the Employee 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 Employee 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.   Amendments.  No amendment to this Agreement or any schedule hereto shall be effective unless it shall be in writing and signed by each party hereto.

6.   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 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: Senior Vice President & CFO

with a copy to:

BE Aerospace, Inc.

1400 Corporate Center Way

Wellington, FL  33414

Attention:  General Counsel

If to the Employee, to him at:

14643 Draft Horse Lane

Wellington, FL  33414

7.   Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties; provided, however, that this Agreement shall not supersede the Proprietary Rights Agreement dated as of the date hereof between the Employee and the Company attached as Exhibit A, which is incorporated herein by reference.

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

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

10.  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 and shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

11.  Withholding.  All payment 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.

12.  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 Employee 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 Employee 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 Employee’s Separation from Service for any reason other than death or (ii) the Employee’s date of death.  The provisions of this Section 12(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.

(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 Employee’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 12(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 Employee 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.

13.  Enforceability; Waiver.  The invalidity and unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof.  The Employee'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 Employee 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.

14.  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 Employee may not assign or delegate his duties under this Agreement without the Company’s prior written approval.

15.  Survival.  The entitlement of the Employee and the obligations of the Company pursuant to Section 4 hereof shall each survive any termination or expiration of this Agreement, or any termination or resignation of the Employee’s employment, as the case may be.

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

EMPLOYEE

Stephen R. Swisher

BE AEROSPACE, INC.

Thomas P. McCaffrey

Senior Vice President and Chief Financial Officer

Exhibit A

Proprietary Rights Agreement

EX-10.18

Exhibit 10.18

EMPLOYMENTAGREEMENT

 ThisEmploymentAgreement(this“Agreement”)isenteredintoasofJuly13,2012,by andbetweenBEAerospace,Inc.,aDelawarecorporation(the"Company"),andEricJ.Wesch (the"Executive").

RECITALS

 WHEREAS, the Executive is employed by the Company in the capacity of Vice President and Treasurer;

 WHEREAS, the Company wishes to continue 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 ExhibitA (the “2012 ProprietaryRightsAgreement”);and

 WHEREAS,theExecutivehassuccessfullycompleteddrug/substanceabusetesting, and theCompanyhas receivedtheresultsofsuchtesting.

 NOW,THEREFORE,forgoodandvaluableconsideration,thereceiptandadequacyof whichisherebyacknowledged,thepartieshereto,eachintendingtobelegallybound,dohereby agreeasfollows:

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 August 1, 2012 and ending on July 31, 2014; provided, however, that the Executive's employment hereunder shall automatically be extended for additional one (1) year periods on and after July 31,2014, until either the Company or the Executive gives the other party at least ninety (90) days' written notice prior to the then-applicable Expiration Date (defined below) of its or his desire to terminate this Agreement. For purposes of this Agreement (i) the term “EmploymentTerm”shall mean the initial two (2) year period and all automatic one (1) year extensions thereof, and (ii) the term "ExpirationDate"shall mean July 31 of either calendar year 2014 or any subsequent calendar year if the Employment Term is extended on and after July 31,2014. At no point during the Employment Term shall the Executive compete or take any preparations to compete with the Company.

2. Position and Duties. The Executive shall serve the Company in the capacity of Vice President - Finance and Treasurer,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 Chief Financial 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.

1

3. Compensation.

 (a) Salary. During the Employment Term, the Executive shall receive a salary (the "Salary")payable at the rate of $195,100.00 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 shallat 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 (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.

 (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.

2

 (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, any and all of the Executive's equity awards (including options) 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 (as defined below) pursuant to Section 4(c), (iii) the Executive's death or (iv) upon a Change of Control (as defined in Section 4(f)).

4. TerminationandCompensationThereon.

 (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 "TerminationDate"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 (as defined in Section 16(c)).

 (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 Company's Vice President and Chief Financial 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 Executive his Salary and benefits (totheextent notpreviouslypaid) shall terminate 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 Company's Vice President and Chief Financial 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 Company's Vice President and Chief Financial Officer and the Executive, whose decision shall be binding on all parties.

3

 (d) TerminationbytheCompanyforCause;ResignationbytheExecutive.

 (i) If the Company terminates the Executive's employment for Cause (as defined below) 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 and Automobile Allowance in effect as of the Termination Date ((i) and (ii), collectively, the "SeverancePayment”).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) ChangeofControl.

 (i) If a Change of Control (as defined below) 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:

4

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

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

 (C) the target incentive performance Bonus for Executive, if not previously paid.

 (ii) For purposes of this Agreement, a "Change of Control”shall mean a "changeincontrolevent”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,including but not limited to 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 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 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 continuation of employment as the Vice President - Finance and Treasurer with the Company (also separately being sufficient consideration for the Executive's covenants contained in this Section 5), the Executive agrees that during the Executive's employment with the Company and for a period ending two (2) years following the Termination Date (the "RestrictedPeriod”),the Executive shall not directly or indirectly 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.

5

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. Reserved.

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 any of the Accelerated Restricted Stock that has not vestedat the time of such breach shall be forfeited. In addition, 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 in the event of such breach by Executive. 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 sent by facsimile or electronic mail 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

 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:

 Eric Wesch

 7862 NW 62nd Way

 Parkland, FL 33067

6

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 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 any number of counterparts which together shall constitute one instrument.

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 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.

16. Section 409A.

 (a) If any amounts that become due under this Agreement constitute "nonqualified deferredcompensation"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 "SpecifiedEmployee"(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 fromService"shall have the meaning set forth in Section 409A(a)(2)(A)(i) and determined in accordance with the default rules under Section 409A. "SpecifiedEmployee"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 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.

7

 (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 "deferralof 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. 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.

18. 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.

19. 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]

8

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

Executive
Eric J. Wesch
BE Aerospace, Inc.
By:	Thomas P. McCaffrey
Its:	Chief Financial Officer

9

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;

(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;

10

(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.

11

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.

12

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. Except for the Employment Agreement between you and the Company, 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.

13

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:

14

EX-10.31

Exhibit 10.31

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) between B/E Aerospace, Inc., through its Consumables Management Segment (“BEA”) and Richard M. Sharpe (“Consultant”) is entered into and effective as of December 10, 2013, and sets forth the terms and conditions on which Consultant has agreed to provide certain services to BEA.  In return for Consultant’s engagement by BEA, Consultant agrees as follows:

1. Terms of Engagement

1.1. BEA is engaged in the business of, among other things, logistics, warehousing, distributing, developing, manufacturing, buying, and selling of aerospace fasteners and consumables through various channels and mediums including most recently, e-commerce.  BEA’s business is highly unique and specialized, and the market for its products and services is worldwide, highly competitive and price sensitive.

1.2. BEA wishes to engage Consultant (the “Engagement”) to provide certain services set forth on Exhibit 1 to this Agreement (collectively, the “Services”).  If possible, the Services may be performed electronically or telephonically.

1.3. The Engagement commences on March 1, 2014, and terminates on February 28, 2017, unless extended as provided herein (the “Consulting Period”).

1.4. Consultant agrees to make no representations, warranties or commitments on behalf of BEA to any third-party and shall not execute any agreement on BEA’s behalf in providing the Services without BEA’s specific prior written consent.

1.5. During the Consulting Period, Consultant shall be required to be reasonably available to devote no more than sixty (60) hours during any given calendar month to performing the Services, as specified by BEA from time to time.  BEA shall set deadlines and goals for the performance of the Services under this Agreement and may limit Consultant’s access to BEA’s property to certain hours, but Consultant shall maintain discretion as an independent contractor to perform the Services under this Agreement within those deadlines, goals and limitations.

1.6. On a monthly basis, BEA shall compensate Consultant at a rate of Thirty Seven Thousand Two Hundred Twenty-Five Dollars ($37,225) per month, payable in arrears on the last day of the month (pro-rated for partial months) (“Consulting Fees”).

1.7. BEA has a valuable proprietary interest in the Proprietary Information and the Company Inventions (each as defined in the Proprietary Rights Agreement, as defined below).  By virtue of the Engagement, Consultant has and will have access to such Proprietary Information, and has created and will create or participate in the creation of such Company Inventions, both of which are owned and shall continue to be owned by BEA.

1.8. As a condition of this Agreement, Consultant and BEA shall enter into a Proprietary Rights Agreement in the form attached hereto as Exhibit 2 (the “Proprietary Rights Agreement”), which is hereby incorporated herein by reference, and which shall be in addition to and not in lieu of Consultant’s existing Proprietary Rights Agreement (“Existing Proprietary Rights Agreement”) that Consultant entered into in connection with his employment, which is attached hereto as Exhibit 3.  A violation of the Proprietary Rights Agreement shall constitute a violation of this Agreement.  During the Engagement, Consultant shall comply with BEA’s Code of Conduct.  The provisions relating to non-solicitation in this Agreement and in the 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 BEA.

1

2. Subcontractors; Assignability

Consultant agrees to perform the Services hereunder himself.  Consultant may not subcontract any or all of Consultant’s obligations to BEA under the Engagement.  Consultant may not assign this Agreement or any of the rights or obligations hereunder (whether in whole or in part).

3. Acknowledgment of Reasonableness

In connection with the limited protection afforded to BEA by the covenants contained in the Proprietary Rights Agreement, Consultant acknowledges that Consultant’s right to compete and disclose Proprietary Information have been limited only to the extent necessary to protect BEA, and in the event the Engagement terminates for any reason, Consultant will be able to continue with Consultant’s business without violating the restrictions contained in the Proprietary Rights Agreement.  Consultant further acknowledges that the restrictions contained in the Proprietary Rights Agreement are reasonable and necessary for the protection of BEA’s legitimate business interests.

4. Independent Contractor; Benefits; Taxes

4.1. Consultant acknowledges and agrees that during the Consulting Period, Consultant is solely an independent contractor and is not an employee, agent or partner of BEA or any of its affiliates for any purpose.  Consultant has no authority to bind BEA in any contractual manner, or to represent to others that the relationship between BEA and Consultant is other than as stated herein.  Accordingly, BEA will have no obligation or liability to Consultant for the payment of any fringe benefits, medical expense reimbursement, health insurance, disability insurance, life insurance, pension, profit sharing or other retirement plan, contribution, or expense, social security, taxes, vacation pay, sick pay, workers’ compensation insurance, general or professional liability insurance, or other similar items in connection with the Engagement, all of which costs and expenses shall be borne solely by Consultant.  Without limiting the generality of the foregoing, the parties hereby acknowledge and agree that BEA shall have no responsibility to (i) withhold any federal or state income taxes; (ii) withhold federal social security tax (FICA); (iii) pay any federal or state unemployment taxes for the account of Consultant; or (iv) pay workers’ compensation insurance premiums for coverage for Consultant.

2

4.2. Consultant will be responsible for and will pay all taxes on all amounts paid to Consultant by BEA in connection with the Engagement, including all applicable federal or state income taxes, federal social security taxes, and federal or state unemployment taxes.  As an inducement for BEA to enter into this Agreement, Consultant hereby agrees to indemnify, defend and hold harmless BEA and its stockholders, directors, officers, agents, employees and affiliates from and against any loss, cost, expense, or damage (including attorney’s fees) arising from any determination by the Internal Revenue Service, any other federal, state or foreign governmental agency, or any insurance company, that BEA is required to withhold or pay payroll taxes or to provide workers’ compensation insurance coverage for Consultant.

4.3. Consultant represents and warrants that Consultant is free to enter into this Agreement and that this Agreement does not violate any agreement to which Consultant is a party.

4.4. Consultant agrees that if Consultant or any agent or employee of Consultant operates a motor vehicle in performing the Services, BEA shall not be responsible for any damage or loss sustained by the use of such motor vehicle.

5. General Provisions

5.1. Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to the conflicts of laws principles thereof.  Consultant agrees that jurisdiction over any dispute arising out of or in connection with this Agreement or the Engagement will be vested exclusively in the state and/or federal courts located in Palm Beach County, Florida, and Consultant irrevocably submits and consents to such jurisdiction and venue.

5.2. Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements, understandings, and commitments between the parties with respect to the subject matter hereof.  No provision of this Agreement may be terminated, amended, modified, or waived, by course of dealing or otherwise, unless such termination, amendment, modification, or waiver is set forth in a written agreement referencing this Agreement and executed by Consultant and BEA.  Any variance from, or addition to, the terms and conditions of this Agreement in any present or future document delivered from one party to the other will be of no effect unless agreed to in writing by an authorized representative of the party receiving the document.

5.3. Severability.  The provisions of this Agreement are severable.  If any provision is found to be unenforceable in whole or in part, it shall be construed or limited in such a way as to make it enforceable, consistent with the manifest intentions of the parties.  If such construction or limitation is not possible, the unenforceable provision shall be stricken, and the remaining provisions of this Agreement shall remain valid and enforceable.

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

3

5.5. Waiver.  BEA’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 BEA 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 BEA of a breach of or non-compliance with any provision of this Agreement by Consultant will not operate or be construed as a waiver of any other or subsequent breach or non-compliance by Consultant.

5.6. Counterparts; Signatures.  This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  Facsimile or electronically transmitted signatures shall be deemed to be originals.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

B/E AEROSPACE, INC.	RICHARD M. SHARPE
(“BEA”)	(“Consultant”)
By:
Name:  Norris Powell
Title:  Vice President, Corporate
Human Resources

4

EXHIBIT 1

(Description of Consulting Services)

Assist as needed post-retirement with special projects for Consumables Management as may be requested from time-to-time by John Cuomo, Werner Lieberherr, or Tom McCaffrey, including but not limited to:

● Providing perspective and continuity with leadership team (strengths / weaknesses / training plan) summary of segment value proposition, position in the marketplace, operational footprint, growth opportunities;

● Assisting with key customer / supplier executive introductions and relationship-building;

● Remaining on-call as reference for any questions related to the business;

● Leveraging Consultant's relationships in maintaining advantageous executive customer relationships that benefit B/E Aerospace (for example, with Boeing, Honeywell, Aviation Partners Boeing, Standard Aero, KHI, etc.);

● Supporting potential aerospace company acquisitions in the investigative and due diligence phases as requested;

● Supporting Operational Excellence activities in the Consumables Management Segment / major workshops as requested; and

● Supporting any other business request.

1

EXHIBIT 2

Proprietary Rights Agreement

This Proprietary Rights Agreement (“Agreement”) is intended to set forth in writing my responsibility to B/E 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;

2

(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;

(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

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.

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;

4

(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.

(vi) In case the governing law mentioned in Article 8.1 of the Agreement would be deemed inapplicable by a judge or an arbitrator, the following provisions shall apply: In the course of the Services, I may realize works of the mind including, but not limited to, brochures, literary works, drawings, illustrations, plans or databases (the “Creations”). I hereby acknowledge to assign to BEA all intellectual property rights in and in relation to the Creations as and when they are created, including, but not limited to, registered and non-registered copyrights, designs, trademarks, and all related goodwill, applications for registration for any such rights as may exist anywhere in the world, and the right to make such applications (the “Intellectual Property Rights”).

5

Therefore, I acknowledge to assign to BEA all Intellectual Property Rights, in the entire world, for the duration of protection of such Intellectual Property Rights, for any present and future purposes and use, including, without limitation, the right to use, the right to reproduce, the right to adapt and the right to represent, being specified that:
·	the right to use includes the right to use the Creations and the Intellectual Property Rights on the Creations, for any purposes and in any manner;
·	the right to reproduce includes the right to reproduce the whole or part of the Creations by any means and in any form and format, whether known at present or to be discovered in the future, on any supports including analogical or digital media, by any process whether known at present or to be discovered in the future, in any language and in any territory, and to make or have made unlimited number of any original or copies;
·	the right to adapt includes the right to correct mistakes, to make any version, in any language, and notably in computer language, of all or part of the Creations, and more generally the right to translate, arrange, modify, transform all or part of the Creations in writing, orally, or in an analogical or digital way, for any kind of use and/or exploitation;
·	the right to represent includes the right to publicly represent or have represented the Creations, by any means whether known at present or to be discovered in the future, notably the diffusion, the broadcasting in analogical and/or digital way, on any computer and telecommunication networks, open and/or private, national and/or international, in the specialized or mass diffusion networks.
I expressly agree that my compensation for the assignment of the Intellectual Property Rights consists of a lump sum, due to the fact that the basis of calculation of a proportionate compensation cannot be determined in practice. I agree that such compensation is included in the global compensation described in Article 1.4 of the Agreement and corresponds to 5% of the latter.

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 Proprietary 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.

6

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. Except for that certain Consulting Agreement between me and the Company, 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.

7

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.

	CONSULTANT
Date:
	(Name)
	(Printed Name)
Date:	B/E AEROSPACE, INC.
	By:
	Title:	Vice President, Human Resources

8

EXHIBIT A

9

EXHIBIT 3

(Prior Proprietary Rights Agreement)

10

EX-10.32

Exhibit 10.32

AMENDED AND RESTATED

MEDICAL CARE REIMBURSEMENT PLAN FOR

EXECUTIVES OF

B/E AEROSPACE, INC.

ARTICLE I

PURPOSE AND ESTABLISHMENT

1.1           Purpose.  The purpose of this Plan is to reimburse eligible Executives for Medical Care Expenses not reimbursed by any other plan or arrangement.

1.2           Name.  The Plan shall be named the Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc.

1.3           Effective Date. The effective date of this Plan is January 1, 2014.

ARTICLE II

DEFINITIONS

2.1           Board of Directors means the Board of Directors of B/E Aerospace, Inc.

2.2           Code means the Internal Revenue Code of 1986, as amended from time to time.

2.3           Committee shall mean the Benefits Committee designated by the Board of Directors in accordance with Article VI of the Plan.

2.4           Company shall mean B/E Aerospace, Inc.

2.5           Eligible Dependent means a Dependent that is eligible to be covered by a Health Plan maintained by the Participant's Employer.

2.6           Employer shall mean B/E Aerospace, Inc. and any of its subsidiaries and affiliates that, with the consent of B/E Aerospace, adopt this Plan.

2.7           Dependent means a Participant's spouse, domestic partner, or any of his or her dependents as defined in Code Section 152.

2.8           Executive means each executive of the Employer selected by the Committee, in writing, for eligibility from among the group of highly compensated or managerial employees of the Employer.

2.9           Health Plan means the health plan of the Participant's Employer under which the

Participant and his Eligible Dependants are covered.

2.10          Participant means an Executive who satisfies the requirements of Section 3.1

2.11          Plan means this Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc., as amended from time to time.

2.12          Plan Year means the twelve-month period commencing on January 1 and ending on the following December 31.

2.13            Medical Care Expense shall have the meaning given to it in Section 4.3 of this Plan.

2.14            Reimbursement Account means the aggregate amount that has accrued on behalf of a Participant for the reimbursement of Medical Care Expenses for a Plan Year, reduced by any such reimbursements actually made by Employer to, or on behalf of, such Participant during such Plan Year.

2.15            Termination means the termination of a Participant's employment as an Executive, whether by reason of change in job classification, discharge, layoff, voluntary termination, disability, retirement, death or otherwise.

ARTICLE III

ELIGIBILITY FOR PARTICIPATION

3.1            Generally.  An Executive shall be eligible to participate in the Plan at such times as shall be designated by the Committee.

3.2            Termination of Participation.  An Executive's participation in the Plan shall cease immediately upon Termination of his or her employment with Employer, and the balance (excluding any then pending unreimbursed expense claims) of his or her Reimbursement Account shall be forfeited, provided, however, that such Executive may submit eligible Medical Care Expenses incurred prior to Termination until the last day of the third month following the Plan Year in which the Termination occurs.  Notwithstanding the foregoing, or anything to the contrary in this Plan, if an Executive has a separate agreement with the Company that provides for such Executive to continue to participate in the Plan or receive Plan Benefits for any period of time post-Termination, then for the purposes of this Plan only, a Termination of such Executive’s employment shall be deemed not to have occurred during such stated period of time.

ARTICLE IV

BENEFITS

4.1            Generally.  Each Participant will be entitled to receive for each Plan Year reimbursement of Medical Care Expenses which are incurred during the Plan Year and which are not fully reimbursed under the Health Plan or by other medical plans (sometimes referred to herein as the "Benefits").   A Participant's right to receive reimbursement of expenses incurred for himself or herself or any Eligible Dependent during a Plan Year shall be limited to 10% of the Participant's base salary as of the first day of the Plan Year (or, in the case of an Executive who first becomes a Participant during the Plan Year, the date on which the Executive becomes a Participant, or in the case of Benefits to be provided post-Termination pursuant to contract, then the amount shall be limited to 10% of the Participant’s annual base salary as of the day prior to the date of Termination, and such amount shall be renewed in full on January 1st of each succeeding calendar year for which the Participant is contractually entitled to receive such Benefits following his or her Termination).

3

4.2            Benefits Limited to Expenses Incurred During Plan Year.  For each Plan Year, the Benefits provided to a Participant pursuant to Section 4.1 hereof are, except as otherwise provided in a Participant’s written agreement, only available to reimburse expenses which are incurred during such Plan Year after becoming a Participant in the Plan and prior to Termination of employment with the Employer.  Expenses incurred by a Dependent and submitted by Participant or his or her designee shall not be reimbursed unless incurred while an Eligible Dependent and during the period that the expenses incurred by the Participant are otherwise eligible for reimbursement.  However, the Participant shall have until March 31st following the Plan Year to submit claims for expenses incurred by the Participant and his Eligible Dependents during the previous Plan Year.

4.3            Medical Care Expenses.  Medical Care Expenses shall include any expenses incurred by a Participant or his or her Eligible Dependents for related medical, health, hospice, dental or orthodontic care, optical/vision or mental care and services either provided or to be provided pursuant to a contractual agreement with a licensed professional.

4.4            Refund of Duplicate Reimbursement.  If a Participant receives a reimbursement under this Plan, and reimbursement for the same specific expense is made under another Company plan, he or she will be required to refund to the Employer the reimbursement received under this Plan, but only to the extent of such other reimbursement amount.  The amount, if any, refunded to the Employer pursuant to this Section 4.4 shall increase the Participant's Reimbursement Account for the Plan Year in which the reimbursement was originally made.

ARTICLE V

ADMINISTRATION

5.1           Committee.  The Plan shall be administered by the Benefits Committee appointed by the Board of Directors of the Company.  The members of the Committee are eligible to participate in the Plan provided they are included in the definition of Executive in Section 2.8 of the Plan.  The Committee shall have complete control of the administration of the Plan with all powers to enable it to carry out its duties in that respect, subject at all times to the limitations and conditions specified in or imposed by the Plan.

Each member of the Committee shall serve without compensation for services as such.  Each member of the Committee may, consistent with Employer policy, receive reimbursement of expenses properly and actually incurred in carrying out the duties of the Committee.  All such expenses incurred by the Committee, or a member thereof, in carrying out the duties of the Committee, shall be paid or reimbursed by the Employer.

4

In the event of any vacancy on the Committee, the vacancy shall be filled by the Board of Directors.  Any member of the Committee may resign by written notice to the Board of Directors and the Secretary of the Committee, and such resignation shall become effective at delivery or at any later date specified therein.  The Secretary of the Committee need not be a member of the Committee.

5.2           Duties and Powers of the Committee.   The Committee shall have the following duties, responsibilities and authority with respect to the administration of the Plan:

(a)To construe and interpret the Plan, and decide all questions of eligibility and benefits (including all factual determinations relating thereto);

(b)To prescribe procedures to be followed by Participants making elections;

(c)To prepare and distribute information explaining the Plan to Participants;

(d)To receive from the Employer and from Participants such information as shall be necessary for the proper administration of the Plan;

(e)To furnish the Employer and Participants such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

(f)To keep reports of claims and disbursements for claims under the Plan;

(g)To employ such persons, including, but not limited to, actuaries, accountants, and counsel, as it deems appropriate to perform such duties as may from time to time be required under ERISA and to render advice upon request with regard to any matters arising under the Plan;

(h)To promulgate claim forms to be used by Participants;

(i)To prepare and file any reports or returns with respect to the Plan required by applicable law;

(j) To provide each Participant, upon such Participant’s request, with respect to each calendar year, a written statement showing the total reimbursements to the Participant under this Plan;

(k) To correct any reimbursement of expenses made in error; and

(l) To take all other steps deemed necessary to properly administer the Plan in accordance with its terms and the requirements of applicable law.

The Company shall furnish the Committee with all the data and information available which the Committee may reasonably require in order to perform its functions hereunder.  The Committee may rely without question upon any such data or information furnished by the Employer.  Any interpretation or other decision made by the Committee shall be final, binding and conclusive upon all persons in the absence of a contractual obligation in such Participant’s written agreement providing otherwise, or clear and convincing evidence that the Committee acted arbitrarily and capriciously.

5

5.3           Delegation and Allocation of Responsibilities of the Committee.

(a) The Committee may allocate its administrative responsibility and may designate persons who may be either named fiduciaries or persons other than named fiduciaries, to carry out such responsibilities.  Any such allocation or designation shall be made in writing and shall:

(1) specifically identify the person or persons to whom a duty is allocated or delegated; and

(2) specifically identify the nature and scope of the duty allocated.

(b) To the extent a duty or responsibility is allocated or delegated in accordance with the above procedure, the Committee shall not be liable for an act or omission of the person or persons carrying out said duty or responsibility except to the extent that the Committee:

(1) violated its responsibility hereunder with respect to making the allocation or delegation, or permitting the allocation or delegation to continue;

(2) knowingly participated in or attempted to conceal a known breach; or

(3) having knowledge of such a breach, failed to make reasonable efforts under the circumstances to remedy said breach.

(c)The named fiduciary or other person to whom a responsibility or duty of the Committee is allocated or delegated in accordance with Section 5.3(a) of the Plan shall be responsible only for the performance of that responsibility or duty according to the terms of the delegation or allocation, and shall not be liable for the act or omission of any other person with respect thereto unless:

(1)by its failure to properly administer its specific responsibility he or she has enabled such other person to commit a breach of fiduciary responsibility;

(2)he or she  knowingly participates in, or  knowingly  undertakes  to conceal, an act or omission of another person, knowing such act or omission to be a breach; or

6

(3)having knowledge of the breach of another, he or she fails to make reasonable efforts under the circumstances to remedy said breach.

(d)Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan.

ARTICLE VI

CLAIMS PROCEDURE

6.1            Submission of Claims.  Participants shall make claims for reimbursements under the Plan in writing following such procedures, including deadlines and documentation requirements, and using such forms, as are prescribed by the Committee.  Claims which are approved by the Committee shall be paid monthly as soon as administratively feasible.  Participants may file claims for expenses incurred during a Plan Year until the March 31st following the end of the Plan Year.  Where a Participant has a Termination, the period for filing claims and the claims which may be filed are, except if provided otherwise in such Participant’s written agreement, as described in the Plan.

6.2            Review of Denial of Claims. If any claim for Benefits under the Plan is wholly or partially denied, the claimant shall be given notice in writing of such denial within a reasonable period of time, but not later than 60 days after the claim is filed. Such notice shall set forth the following information:

(a)The specific reason or reasons for the denial;

(b) Specific reference to pertinent Plan provisions on which the denial is based;

(c) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(d)An explanation that a full and fair review by the Committee of the decision denying the claim may be requested by the claimant or his or her authorized representative by filing with the Committee, within 90 days after such notice of denial has been received, a written request for such review; and

(e) If such request is so filed, the claimant or his or her authorized representative may review pertinent documents and submit issues and comments in writing within the same 90 day period specified in subsection 6.2(d) above.

The decision of the Committee, or a subcommittee appointed by the Chairman of the Committee, on review shall be made promptly, but not later than 60 days after the Committee's receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review.  The decision on review shall be made in writing and shall include specific reasons for the denial, written in a pertinent Plan provisions on which the denial is based.

7

ARTICLE VII

FUNDING

All Benefits paid under this Plan shall be payable directly to applicable Participants or to the provider of the health care and solely out of the general assets of the Employer.  The Employer shall not establish a trust or fund for the contribution to or payment of benefits under this Plan, except as mandated by law.  The Employer shall have no obligation to insure any of the benefits under this Plan.

ARTICLE VIII

AMENDMENTS; TERMINATION

The Board of Directors and the Committee each shall have the right to alter, amend or terminate this Plan in whole or in part at any time it determines to be appropriate, however such action shall not affect the obligations of the Company to any Executive pursuant to a separate written agreement, which shall continue in full force in accordance with its terms and intent.

Neither the Board of Directors nor the Committee shall amend, alter, or terminate this Plan retroactively except to comply with applicable laws.

In the event of the Plan termination, a Participant's eligible expenses shall be dealt with in the manner set forth in Section 3.2 hereof.

ARTICLE IX

MISCELLANEOUS

9.1           No Employment Contract.  Nothing in this Plan shall be construed as a contract of employment between the Employer and any Executive, nor as a guarantee of any Executive to be continued in the employment of the Employer, nor as a limitation on the right of the Employer to discharge any of its Executives with or without cause.

9.2           No Assignment.  A Participant's rights, interests or benefits under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to being received by the persons entitled thereto under the terms of this Plan, and any such attempt shall be void.

8

9.3           Choice of Law.  This Plan shall be construed, administered and governed in all respects under applicable federal law, and to the extent not preempted by federal law, under the laws of the State of Florida.

9.4           Severability.  If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue to be fully effective.

9.5           Gender, Singular and Plural References.  References in this Plan to one gender shall include both genders, singular references shall include the plural, and plural references shall include the singular, unless the context clearly requires otherwise.

ARTICLE X

ADOPTION BY EMPLOYERS

10.1           Method of Adoption.  Any affiliate of B/E Aerospace, Inc. may, with the written - consent of B/E Aerospace, Inc., adopt this Plan.

10.2           Delegation Upon Adoption.  Upon the effective date of the Plan with respect to an Employer which adopts the Plan, such Employer delegates all fiduciary and other responsibilities allocated under the Plan to the Board of Directors, Committee and fiduciaries appointed by the Committee pursuant to Section 5.3.

10.3           Employer Contributions.  Each Employer, upon adopting the Plan, shall have the obligation to pay, or to have paid on its behalf, the Benefits required hereunder with respect to its own Executives and no other Employer shall have such obligation.

10.4           Withdrawal or Removal.  Any Employer may withdraw its adoption of the Plan at any time without affecting the other Executives in the Plan by delivering to the Board of Directors a copy of resolutions of its board of directors to such effect.  The Board of Directors may, in its absolute discretion, terminate the participation in the Plan of any Employer at any time such Employer fails to discharge its obligations under the Plan.

B/E AEROSPACE, INC.

By:

Title:

9

EX-10.33

Exhibit 10.33

[STANDARD FORM OF TIME AND PERFORMANCE-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

 RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of ______________ (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”).  Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock Units provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Grant of the Award.  Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of ________________ restricted stock units (the “RSUs”) entitling the Participant to receive shares of Company common stock (the “Shares”), subject to adjustment as set forth in the Plan.  Seventy-five percent (75%) of the RSUs shall be subject to time-based vesting (the “Time-Based RSUs”) and twenty-five percent (25%) of the RSUs shall be subject to performance-based vesting (the “Performance-Based RSUs”).

2.Incorporation of Plan.  The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions.  This Award Agreement and the RSUs shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern.  Defined terms used herein without definition shall have the meanings ascribed thereto in the Plan.

3.Vesting Schedule.  Subject to the terms and conditions hereof, the Participant shall vest in the RSUs as follows, unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement:

(a) Time-Based RSUs.  On each of the first, second and third anniversaries of the Date of Grant, thirty-three and one-third percent (33 1/3%) of the Time-Based RSUs shall vest and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

(b) Performance-Based RSUs.  For each twelve (12)-month period ending December 31, 201x, 201x and 201x, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”).  Subject to the Company achieving such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, 201x (the “Performance Period” and such average attainment the “Total Performance Target”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof:

(i)If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance-Based RSUs shall vest on the fourth anniversary of the Date of Grant (the “Performance Vesting Date”).

(ii)If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target, between fifty percent (50%) and one hundred percent (100%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Vesting Date. 

(iii)If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date.

(iv)If the Company achieves over eighty percent (80%) but less than eighty-five percent (85%) of the Total Performance Target, between twenty-five percent (25%) and fifty percent (50%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Vesting Date.

(v)If the Company achieves less than eighty percent (80%) of the Total Performance Target, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the Performance Vesting Date.

The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

4.Termination of Employment.  In the event of the Participant’s termination of employment with the Company prior to the vesting of the RSUs hereunder for any reason other than death or Disability, all unvested RSUs shall be cancelled immediately without consideration as of the date of such termination.

5.Death or Disability.  If, prior to the vesting of the RSUs hereunder, the Participant’s employment with the Company terminates due to death or Disability, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

6.Change in Control.  Upon a Change in Control prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

7.Nontransferability of RSUs.  Unless otherwise determined by the Committee, the RSUs may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the RSUs, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee.  Any RSUs transferred to a charitable institution may not be further transferable without the Committee’s approval and any of the RSUs transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

2

8.No Rights as a Stockholder.  The RSUs do not entitle the Participant to any of the rights of a stockholder of the Company, including, the right to vote Shares until the Participant or his nominee becomes the holder of record of Shares.

9.Dividends Equivalent Rights. The Participant shall accumulate dividend equivalent rights on all RSUs in an amount equal to the cash dividends paid with respect to the Shares on each date prior to payment or settlement of the Participant’s RSUs that a cash dividend is paid on Shares.  The dividend equivalent rights shall be held by the Company as a bookkeeping account and shall be subject to the same terms and conditions (including vesting terms) as the corresponding RSUs and shall accumulate and be paid if and when payment for the corresponding RSUs is made.

11.Settlement of RSUs.  Unless the Participant has executed and not revoked a valid deferral election under the B/E Aerospace 2010 Deferred Compensation Plan, as amended (or has elected an alternative investment allocation with respect to RSUs deferred under such plan), payment of vested RSUs shall be made as soon as administratively practicable after vesting.  Settlement will be made by payment in Shares or cash or a combination thereof.  Notwithstanding the foregoing, the Company shall not be obligated to deliver any Shares if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation, or agreement of the Company with, any securities exchange or association upon which the Shares are listed or quoted.

12.No Entitlements.

(a)No Right to Continued Employment.  This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i)  alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with  Section 3) or (iii)  be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

(b)No Right to Future Awards.  This award of RSUs and all other equity-based awards under the Plan are discretionary.  This award does not confer on the Participant any right or entitlement to receive another award of RSUs or any other equity-based award at any time in the future or in respect of any future period.

3

(c)No Effect on Future Employment Compensation.  The Company has made this award of RSUs to the Participant in its sole discretion.  This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation.  In addition, this award of RSUs is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

13.Taxes and Withholding.  No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount.  Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Shares, including Shares that are issued in settlement of the award that gives rise to the withholding requirement.  The obligations of the Company to settle the RSUs under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding Shares to be settled upon vesting.

14.Securities Laws.  In connection with the grant, vesting or settlement of the RSUs the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

15.Miscellaneous Provisions.

(a)Notices.  Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other.  Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications.  Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b)Headings.  The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c)Counterparts.  This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d)Entire Agreement.  This Award Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof.  They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

4

(e)Amendments.  The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent.  Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the RSUs are not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company.  Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Committee shall give written notice to the Participant in accordance with Section 14(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof.  The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the RSUs in any manner that is consistent with the Plan and approved by the Committee.

(f)Section 409A.

(i) The RSUs are intended to constitute “short-term deferrals” for purposes of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”).  If any provision of the Plan or this Award Agreement would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant of a penalty tax under Section 409A, the Committee may modify the terms of the Plan or this Award Agreement, without the consent of the Participant, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax.  This Section 15(f) does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A.

(ii)Notwithstanding anything to the contrary in the Plan or this Award Agreement, to the extent that the RSUs constitute deferred compensation for purposes of Section 409A and the Participant is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A may be made before the first business day following the six (6) month anniversary from the Participant’s “Separation from Service” from the Company (as defined in Section 409A) or, if earlier, the date of the Participant’s death.

5

(g)Successor.  Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7 hereof.

(h)Choice of Law.  Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

6

B/E AEROSPACE, INC.
By:
	Name:	Amin Khoury
	Title:	Chairman of the Board

7

EX-10.34

Exhibit 10.34

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

 RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 15, 2013 (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), Thomas P. McCaffrey (the “Participant”).  Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock Units provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Grant of the Award.  Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of ________________ restricted stock units (the “RSUs”) each entitling the Participant to receive one share of Company common stock (the “Shares”), subject to adjustment as set forth in the Plan.  Seventy-five percent (75%) of the RSUs shall be subject to time-based vesting (the “Time-Based RSUs”) and twenty-five percent (25%) of the RSUs shall be subject to performance-based vesting (the “Performance-Based RSUs”).

2.Incorporation of Plan.  The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions.  This Award Agreement and the RSUs shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern.

3.Vesting Schedule.  Subject to the terms and conditions hereof, the Participant shall vest in the RSUs as follows, unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement:

(a)Time-Based RSUs.  On each of the first, second and third anniversaries of the Date of Grant, thirty-three and one-third percent (33 1/3%) of the Time-Based RSUs shall vest and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof (each date, a “Time Vesting Date”).

(b)Performance-Based RSUs.  For each twelve (12)-month period ending December 31, 2014, 2015 and 2016, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”).  Subject to the Company achieving such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, 2016 (the “Performance Period” and such average attainment the “Total Performance Target”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof:

(i)If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance-Based RSUs shall vest on the fourth anniversary of the Date of Grant (the “Performance Vesting Date”).

(ii)If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target, between fifty percent (50%) and one hundred percent (100%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Vesting Date. 

(iii)If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date.

(iv)If the Company achieves over eighty percent (80%) but less than eighty-five percent (85%) of the Total Performance Target, between twenty-five percent (25%) and fifty percent (50%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Vesting Date.

(v)If the Company achieves less than eighty percent (80%) of the Total Performance Target, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the Performance Vesting Date.

The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

4.Termination of Employment for Cause; Resignation without Good Reason.  In the event that prior to the vesting of the RSUs hereunder, the Participant’s employment is terminated by the Company for Cause or the Participant resigns his employment without Good Reason (each as defined in the employment agreement between the Company and the Participant dated December 31, 2008 (the “Employment Agreement”)), all unvested RSUs shall be cancelled immediately without consideration as of the date of such termination.

5.Death; Incapacity; Termination by the Company without Cause; Resignation for Good Reason.  In the event that prior to the vesting of the RSUs hereunder, the Participant’s employment is terminated (i) due to the Participant’s death or Incapacity (as defined in the Employment Agreement), (ii) by the Company without Cause or (iii) by the participant for Good Reason, all unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

2

6.Change in Control.  Upon a Change in Control prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

7.Nontransferability of RSUs.  Unless otherwise determined by the Committee, the RSUs may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the RSUs, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee.  Any RSUs transferred to a charitable institution may not be further transferable without the Committee’s approval and any of the RSUs transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

8.No Rights as a Stockholder.  The RSUs do not entitle the Participant to any of the rights of a stockholder of the Company, including, the right to vote Shares until the Participant or his nominee becomes the holder of record of Shares.

9.Dividends Equivalent Rights.  The Participant shall accumulate dividend equivalent rights on all RSUs in an amount equal to the cash dividends paid with respect to the Shares on each date prior to settlement of the Participant’s RSUs that a cash dividend is paid on Shares.  The dividend equivalent rights shall be held by the Company as a bookkeeping account and shall be subject to the same terms and conditions (including vesting terms) as the corresponding RSUs and shall accumulate and be paid if and when the corresponding RSUs are settled.

10.Settlement of RSUs.  Unless the Participant has executed and not revoked a valid deferral election under the B/E Aerospace 2010 Deferred Compensation Plan, as amended (the “DC Plan”) (or has elected an alternative investment allocation with respect to RSUs deferred under the DC Plan), settlement of vested RSUs shall be made within thirty (30) days following the  applicable Time Vesting Date or Performance Vesting Date (or such earlier date on which the RSUs vest pursuant to this Award Agreement; but in no event later than March 15th of the calendar year immediately following the calendar year in which the applicable vesting date occurs.  Settlement will be made by delivery of Shares.  Notwithstanding the foregoing, the Company shall not be obligated to deliver any Shares if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation, or agreement of the Company with, any securities exchange or association upon which the Shares are listed or quoted.  If the Participant has executed and not revoked a valid deferral election, settlement shall be made in accordance with the DC Plan.

11.No Entitlements.

(a)No Right to Continued Employment.  This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i)  alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with  Section 3) or (iii)  be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

3

(b)No Right to Future Awards.  This award of RSUs and all other equity-based awards under the Plan are discretionary.  This award does not confer on the Participant any right or entitlement to receive another award of RSUs or any other equity-based award at any time in the future or in respect of any future period.

(c)No Effect on Future Employment Compensation.  The Company has made this award of RSUs to the Participant in its sole discretion.  This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation.  In addition, this award of RSUs is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

12.Taxes and Withholding.  No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount.  Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Shares, including Shares that are issued in settlement of the award that gives rise to the withholding requirement.  The obligations of the Company to settle the RSUs under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding Shares to be delivered upon settlement.

13.Securities Laws.  In connection with the grant, vesting or settlement of the RSUs the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

14.Miscellaneous Provisions.

(a)Notices.  Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other.  Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications.  Any such notice shall be deemed effective upon receipt thereof by the addressee.

4

(b)Headings.  The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

(c)Counterparts.  This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d)Entire Agreement.  This Award Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof.  They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e)Amendments.  The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent.  Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the RSUs are not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company.  Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Committee shall give written notice to the Participant in accordance with Section 14(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof.  The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the RSUs in any manner that is consistent with the Plan and approved by the Committee.

(f)Section 409A.

(i)The RSUs are intended to constitute “short-term deferrals” for purposes of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”).  If any provision of the Plan or this Award Agreement would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant of a penalty tax under Section 409A, the Committee may modify the terms of the Plan or this Award Agreement, without the consent of the Participant, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax.  This Section 14(f) does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A.

5

(ii)Notwithstanding anything to the contrary in the Plan or this Award Agreement, to the extent that the RSUs constitute deferred compensation for purposes of Section 409A and the Participant is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A may be made before the first business day following the six (6) month anniversary from the Participant’s “Separation from Service” from the Company (as defined in Section 409A) or, if earlier, the date of the Participant’s death.

(iii)The actual date of settlement pursuant to Section 10 shall be within the sole discretion of the Company.  In no event may the Participant be permitted to control the year in which settlement occurs.

(g)Successor.  Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7 hereof.

(h)Choice of Law.  Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

B/E AEROSPACE, INC.
By:
	Name: Amin Khoury
	Title:   Chairman of the Board

7

EX-10.35

Exhibit 10.35

[STANDARD FORM OF TIME AND PERFORMANCE-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT]

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of _______________ __, 20__ (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”).  Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company desires to grant the Restricted Stock Units provided for herein to the Participant pursuant to the Plan and the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Grant of the Award.  Subject to the provisions of this Award Agreement and the Plan, the Company hereby grants to the Participant, an aggregate of ________________ restricted stock units (the “RSUs”) each entitling the Participant to receive one share of Company common stock (the “Shares”), subject to adjustment as set forth in the Plan.  Seventy-five percent (75%) of the RSUs shall be subject to time-based vesting (the “Time-Based RSUs”) and twenty-five percent (25%) of the RSUs shall be subject to performance-based vesting (the “Performance-Based RSUs”).

2.Incorporation of Plan.  The Participant acknowledges receipt of the Plan, a copy of which is attached hereto and represents that he is familiar with its terms and provisions.  This Award Agreement and the RSUs shall be subject to the Plan, the terms of which are incorporated herein by reference, and in the event of any conflict or inconsistency between the Plan and this Award Agreement, the Plan shall govern.

3.Vesting Schedule.  Subject to the terms and conditions hereof, the Participant shall vest in the RSUs as follows, unless previously vested or canceled in accordance with the provisions of the Plan or this Award Agreement:

(a) Time-Based RSUs.  On each of the first, second and third anniversaries of the Date of Grant, thirty-three and one-third percent (33 1/3%) of the Time-Based RSUs shall vest and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof (each date, a “Time Vesting Date”).

(b) Performance-Based RSUs.  For each twelve (12)-month period ending December 31, 20__, 20__ and 20__, the Board of Directors will approve an annual return on equity target (each, an “Annual Performance Target”).  Subject to the Company achieving such Annual Performance Targets, on an average basis over the three (3)-year period ending December 31, 20__ (the “Performance Period” and such average attainment the “Total Performance Target”), the Performance-Based RSUs shall vest pursuant to the following terms and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof:

(i)If the Company achieves or exceeds ninety percent (90%) of the Total Performance Target, one hundred percent (100%) of the Performance-Based RSUs shall vest on the fourth anniversary of the Date of Grant (the “Performance Vesting Date”).

(ii)If the Company achieves over eighty-five percent (85%) but less than ninety percent (90%) of the Total Performance Target, between fifty percent (50%) and one hundred percent (100%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Vesting Date. 

(iii)If the Company achieves eighty-five percent (85%) of the Total Performance Target, fifty percent (50%) of the Performance-Based RSUs shall vest on the Performance Vesting Date.

(iv)If the Company achieves over eighty percent (80%) but less than eighty-five percent (85%) of the Total Performance Target, between twenty-five percent (25%) and fifty percent (50%) of the Performance-Based RSUs (as determined on the basis of linear interpolation) shall vest on the Performance Vesting Date.

(v)If the Company achieves less than eighty percent (80%) of the Total Performance Target, the Participant forfeits the amount of Performance-Based RSUs that would have vested on the Performance Vesting Date.

The applicable Annual Performance Targets shall be established by the Committee in writing no later than 90 days after the commencement of each applicable year during the Performance Period for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the “Code”).

4.Termination of Employment.  In the event of the Participant’s termination of employment with the Company prior to the vesting of the RSUs hereunder for any reason other than death or Disability, all unvested RSUs shall be cancelled immediately without consideration as of the date of such termination.

5.Death or Disability.  If, prior to the vesting of the RSUs hereunder, the Participant’s employment with the Company terminates due to death or Disability, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

6.Change in Control.  Upon a Change in Control prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7 hereof.

7.Nontransferability of RSUs.  Unless otherwise determined by the Committee, the RSUs may not be transferred, pledged, alienated, assigned or otherwise attorned other than by last will and testament or by the laws of descent and distribution or pursuant to a domestic relations order, as the case may be; provided, however, that the Committee may, subject to such terms and conditions as it shall specify, permit the transfer of the RSUs, including, without limitation, for no consideration to a charitable institution or a Permitted Transferee.  Any RSUs transferred to a charitable institution may not be further transferable without the Committee’s approval and any of the RSUs transferred to a Permitted Transferee shall be further transferable only by last will and testament or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant.

2

8.No Rights as a Stockholder.  The RSUs do not entitle the Participant to any of the rights of a stockholder of the Company, including, the right to vote Shares until the Participant or his nominee becomes the holder of record of Shares.

9.Dividends Equivalent Rights. The Participant shall accumulate dividend equivalent rights on all RSUs in an amount equal to the cash dividends paid with respect to the Shares on each date prior to settlement of the Participant’s RSUs that a cash dividend is paid on Shares.  The dividend equivalent rights shall be held by the Company as a bookkeeping account and shall be subject to the same terms and conditions (including vesting terms) as the corresponding RSUs and shall accumulate and be paid if and when the corresponding RSUs are settled.

10.Settlement of RSUs.  Unless the Participant has executed and not revoked a valid deferral election under the B/E Aerospace 2010 Deferred Compensation Plan, as amended (the “DC Plan”) (or has elected an alternative investment allocation with respect to RSUs deferred under the DC Plan), settlement of vested RSUs shall be made within thirty (30) days following the  applicable Time Vesting Date or Performance Vesting Date (or such earlier date on which the RSUs vest pursuant to this Award Agreement; but in no event later than March 15th of the calendar year immediately following the calendar year in which the applicable vesting date occurs.  Settlement will be made by delivery of Shares.  Notwithstanding the foregoing, the Company shall not be obligated to deliver any Shares if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation, or agreement of the Company with, any securities exchange or association upon which the Shares are listed or quoted.  If the Participant has executed and not revoked a valid deferral election, settlement shall be made in accordance with the DC Plan.

11.No Entitlements.

(a)No Right to Continued Employment.  This award is not an employment agreement, and nothing in this Award Agreement or the Plan shall (i)  alter the Participant’s status as an “at-will” employee of the Company, (ii) be construed as guaranteeing the Participant’s employment by the Company or as giving the Participant any right to continue in the employ of the Company during any period (including without limitation the period between the Date Of Grant and the applicable vesting date in accordance with  Section 3) or (iii)  be construed as giving the Participant any right to be reemployed by the Company following any termination of Employment.

3

(b)No Right to Future Awards.  This award of RSUs and all other equity-based awards under the Plan are discretionary.  This award does not confer on the Participant any right or entitlement to receive another award of RSUs or any other equity-based award at any time in the future or in respect of any future period.

(c)No Effect on Future Employment Compensation.  The Company has made this award of RSUs to the Participant in its sole discretion.  This award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of the Participant’s compensation.  In addition, this award of RSUs is not part of the Participant’s base salary or wages and will not be taken into account in determining any other employment-related rights the Participant may have, such as rights to pension or severance pay.

12.Taxes and Withholding.  No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to such amount.  Unless otherwise determined by the Committee, in accordance with rules and procedures established by the Committee, the minimum required withholding obligations may be settled in Shares, including Shares that are issued in settlement of the award that gives rise to the withholding requirement.  The obligations of the Company to settle the RSUs under this Award Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant, including, without limitation, by withholding Shares to be delivered upon settlement.

13.Securities Laws.  In connection with the grant, vesting or settlement of the RSUs the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Award Agreement.

14.Miscellaneous Provisions.

(a)Notices.  Any notice necessary under this Award Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other.  Notwithstanding the foregoing, the Company may deliver notices to the Participant by means of email or other electronic means that are generally used for employee communications.  Any such notice shall be deemed effective upon receipt thereof by the addressee.

(b)Headings.  The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Award Agreement.

4

(c)Counterparts.  This Award Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

(d)Entire Agreement.  This Award Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof.  They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(e)Amendments.  The Board or the Committee shall have the power to alter, amend, modify or terminate the Plan or this Award Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Award Agreement without the Participant’s consent.  Notwithstanding the foregoing, the Company shall have broad authority to amend this Award Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to ensure that the RSUs are not subject to taxes, interest and penalties under Section 409A of the Code, (iii) to take into account unusual or nonrecurring events or market conditions, or (iv) to take into account significant acquisitions or dispositions of assets or other property by the Company.  Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Committee shall give written notice to the Participant in accordance with Section 14(a) of any such amendment, modification or termination as promptly as practicable after the adoption thereof.  The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the RSUs in any manner that is consistent with the Plan and approved by the Committee.

(f)Section 409A.

(i) The RSUs are intended to constitute “short-term deferrals” for purposes of Section 409A of the Code and the regulations and guidance promulgated thereunder (“Section 409A”).  If any provision of the Plan or this Award Agreement would, in the reasonable good faith judgment of the Committee, result or likely result in the imposition on the Participant of a penalty tax under Section 409A, the Committee may modify the terms of the Plan or this Award Agreement, without the consent of the Participant, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such penalty tax.  This Section 14(f) does not create an obligation on the part of the Company to modify the Plan or this Award Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A.

(ii)Notwithstanding anything to the contrary in the Plan or this Award Agreement, to the extent that the RSUs constitute deferred compensation for purposes of Section 409A and the Participant is a “Specified Employee” (within the meaning of the Committee’s established methodology for determining “Specified Employees” for purposes of Section 409A), no payment or distribution of any amounts with respect to the RSUs that are subject to Section 409A may be made before the first business day following the six (6) month anniversary from the Participant’s “Separation from Service” from the Company (as defined in Section 409A) or, if earlier, the date of the Participant’s death.

5

(iii)The actual date of settlement pursuant to Section 10 shall be within the sole discretion of the Company.  In no event may the Participant be permitted to control the year in which settlement occurs.

(g)Successor.  Except as otherwise provided herein, this Award Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 7 hereof.

(h)Choice of Law.  Except as to matters of federal law, this Award Agreement and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware (other than its conflict of law rules).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

B/E AEROSPACE, INC.
By:
	Name:	Amin Khoury
	Title:	Chairman of the Board

7

EX-21.1

Exhibit 21.1

NAME				JURISDICTION
B/E Aerospace, Inc.				Delaware
	Aerospace Lighting Corporation			New York
	B/E Aerospace Machined Products, Inc.			Delaware
	B/E Aerospace Thermal and Power Management Finance LLC			Delaware
	BE Aerospace Australia, Inc.			Delaware
	BE Intellectual Property, Inc.			Delaware
	BEA Europe Holding LLC			Delaware
	Flight Structures, Inc.			Washington
	Jay Cee Fastener Corp.			New Jersey
	Macrolink, Inc.			California
	Advanced Engineered Products LLC			Delaware
	Altis Aero Systems LLC			Delaware
	UFC Aerospace LLC			Delaware
	Nordskog Industries, Inc.			California
	NYF Corp.			New Jersey
	BEA Logistics Services LLC			Delaware
	Interiors Lavatories Management LLC			California
	Advanced Thermal Sciences Corporation			Delaware
		Modoc Engineering Corporation		California
		ATS Japan Corp.		Japan
			Advanced Thermal Sciences Taiwan Corp.	Taiwan
			ATS Korea	Korea
			Advanced Thermal Sciences Shanghai Corp.	China
	M & M Aerospace Hardware, Inc.			Florida
		B/E Aerospace Consumables Management s.r.o.		Czech Republic
	BE Aerospace Canada, Inc.			Delaware
		B/E Aerospace Company		Canada
	BE Aerospace El Salvador, Inc.			Delaware
		BE El Salvador, Sociedad Anonima de Capital Variable		El Salvador
		BE Aircraft Mexico, LLC		Delaware

Interturbine, LLC						Delaware
	Interturbine Logistics Solutions LLC					Delaware
BE Aerospace Investments Holdings Ltd.						Cayman Islands
	BEA Holding (USA) LLC					Delaware
	BE Aerospace Europe Holding LLP					United Kingdom
		BE Aerospace Investments I				Cayman Islands
		B/E Aerospace Consumables Management Pte. Limited				Singapore
			B/E Aerospace Consumables Management (Hong Kong) Limited			Hong Kong
		B/E Aerospace Systems Holding GmbH				Germany
			B/E Aerospace Systems GmbH			Germany
				B E Aerospace DAe Systems Hispania, S.L.		Spain
				Special Parachute Equipment and Logistics Consortium GbR *		Germany
			Interturbine Projekt Management GmbH			Germany
				Interturbine Hungary Kft.		Hungary
				Interturbine Aviation Logistics FZE		UAE
				Interturbine-RuSky OOO *		Russia
				Interturbine Czechia s.r.o.		Czech Republic
				Interturbine Advanced Logistics Pty Limited		Australia
				Interturbine Tianjin Ltd.		China
				Interturbine Logistics Solutions GmbH		Germany
				Interturbine Aviation Logistics GmbH		Germany
				Interturbine Technologies GmbH		Germany
				Interturbine Aviations Logistics Ltd		UK
		UFC Aerospace Europe Limited				United Kingdom
		BE Aerospace (UK) Europe Holdings Limited				United Kingdom
			BE Aerospace Investments Holdings II Ltd.			Cayman Islands
				B/E Aerospace Europe Holding LLC		Delaware
					B/E Aerospace Consumables Management Limited	United Kingdom
				B/E Aerospace Consumables Management (STR) Group Limited		United Kingdom
					B/E Aerospace Consumables Management II Limited	United Kingdom
					B/E Aerospace Consumables Management II SAS	France

				B/E Aerospace Consumables Management Deutschland GmbH		Germany
					B/E Aerospace Consumables Management GmbH	Germany
				B/E Aerospace Consumables Management SAS		France
			BE Aerospace (Netherlands) B.V.			Netherlands
				Koninklijke Fabriek Inventum B.V.		Netherlands
			BE Aerospace Holdings (UK) Limited			United Kingdom
				B/E Aerospace (Germany) GmbH		Germany
				B/E Aerospace (UK) Limited		United Kingdom
					B/E Aerospace B.V.	Netherlands
BE Aerospace Thermal and Power Management Holdings (UK) Limited						United Kingdom
	J.A. Reinhardt & Co., Inc.					Pennsylvania
		JAR Realty Holding, LLC				Delaware
	TSI Group, Inc.					Delaware
		Thermal Solutions LLC				Delaware
			American Avionic Technologies Corporation			Delaware
			Orion Defense Systems, Inc.			Delaware
				AKS Aerospace, Inc.		Delaware
					ADB Industries	California
			Brazonics, Inc.			Delaware
			CGR Technologies, Inc.			California
			Thompson Industries, Ltd.			California
			PMI Enterprises, Inc.			Delaware
				Performance Metal Fabricators, Inc.		Illinois
			Sandy Bay Machine, Inc.			Delaware
			Woven Electronics, LLC			South Carolina
B/E Aerospace Australia Pty Limited						Australia
Burns Aerospace Europe SARL						France
C.M.P. SAS						France
B/E Aerospace Consumables Management sp z.o.o						Poland
BE Engineering Services India Private Limited						India
UFC SARL						France

* The Company owns less than 50% of the outstanding shares or interests of these subsidiaries.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-191994, 333-191995, 333-184705, 33-82894, 333-130675, 333-136974, 333-170494, 333-168528 and 333-161028 on Form S-8, and No. 333-66934 on Form S-4 of our reports dated February 24, 2014, relating to the consolidated financial statements and financial statement schedule of B/E Aerospace, Inc., and the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of B/E Aerospace, Inc. for the year ended December 31, 2013.

/s/ Deloitte & Touche LLP

Boca Raton, Florida

February 24, 2014

EX-31.1

B/E AEROSPACE, INC.

EXHIBIT 31.1

CERTIFICATIONS

I, Amin J. Khoury, certify that:

1.   I have reviewed this annual report on Form 10-K of B/E 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: February 24, 2014	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Chief Executive Officer

EX-31.2

B/E AEROSPACE, INC.

EXHIBIT 31.2

CERTIFICATIONS

I, Thomas P. McCaffrey, certify that:

1.   I have reviewed this annual report on Form 10-K of B/E 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;

a.   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

b.   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: February 24, 2014	By:	/s/ Thomas P. McCaffrey
	Thomas P. McCaffrey
	Senior Vice President and Chief Financial Officer

EX-32.1

B/E 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 Annual Report of B/E Aerospace, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amin J. Khoury, Chairman and 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: February 24, 2014	By:	/s/ Amin J. Khoury
	Amin J. Khoury
	Chairman and Chief Executive Officer

EX-32.2

B/E 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 Annual Report of B/E Aerospace, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2013, 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: February 24, 2014	By:	/s/ Thomas P. McCaffrey
	Thomas P. McCaffrey
	Senior Vice President and Chief Financial Officer

XML

Business Combinations - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended			0 Months Ended		0 Months Ended	12 Months Ended
	Dec. 31, 2012 Entity	Dec. 31, 2011 Entity	Dec. 31, 2013	Jan. 30, 2012 Aerospace Corp. ("UFC")	Dec. 31, 2012 Aerospace Corp. ("UFC")	Jul. 26, 2012 Interturbine Aviation Logistics GmbH	Dec. 31, 2013 Interturbine Aviation Logistics GmbH	Dec. 31, 2013 2013 Acquisitions
Business Acquisition [Line Items]
Aggregate purchase price of business acquisition	$ 649.7	$ 60.4		$ 404.7		$ 245.0		$ 114.6
Number of businesses acquired	2	4
Number of business sold		2
Proceeds from sale of business		19.2
Gain from sale of business		0.1
Business acquisition, percentage of outstanding stock acquired				100.00%		100.00%
Business acquisition purchase price allocation, increase in intangible assets and accrued liabilities	30.5
Maximum contract term	4 years
Purchase price fair value of identifiable assets acquired					347.3		229.9
Identified intangibles					55.1		59.2
Goodwill	1,484.2	1,008.3	1,571.0		292.2		170.7
Goodwill increase							4.6
Unaudited pro forma revenues had business acquisitions occurred at the beginning of the period	3,172.4	2,786.2
Unaudited pro forma net earnings had business acquisitions occurred at the beginning of the period	$ 241.0	$ 245.4
Unaudited pro forma diluted net earnings per share had business acquisitions occurred at the beginning of the period	$ 2.34	$ 2.41

XML

Components of Earnings Before Incomes Taxes (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings before income taxes
United States	$ 278.8	$ 167.7	$ 142.1
Foreign	228.0	165.8	180.9
Earnings before income taxes	$ 506.8	$ 333.5	$ 323.0

XML

Accrued Liabilities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Schedule of Accrued Liabilities [Line Items]
Billings in excess of costs and estimated earnings included in deferred revenue	$ 25.5	$ 19.0

XML

Segment Reporting - Additional Information (Detail) (Foreign, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Foreign
Segment Reporting Information [Line Items]
Export revenues from United States to customers in foreign countries	$ 1,074.9	$ 896.4	$ 617.7

XML

Components Income Tax Expense (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current:
Federal	$ 58.9	$ 22.3	$ 1.8
State	6.7	3.0	2.3
Foreign	41.3	24.6	28.5
Current Income Tax Expense (Benefit), Total	106.9	49.9	32.6
Deferred:
Federal	30.0	41.6	52.4
State	2.5	2.2	3.9
Foreign	1.8	6.1	6.3
Total Deferred Income Tax Expense (Benefit), Total	34.3	49.9	62.6
Total income tax expense	$ 141.2	$ 99.8	$ 95.2

XML

Changes in Carrying Amount of Goodwill (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Beginning Balance	$ 1,484.2	$ 1,008.3
Acquisitions	58.7	454.6
Effect of foreign currency translation	28.1	21.3
Ending Balance	1,571.0	1,484.2
Commercial Aircraft
Goodwill [Line Items]
Beginning Balance	388.4	384.2
Acquisitions		2.5
Effect of foreign currency translation	6.2	1.7
Ending Balance	394.6	388.4
Consumables Management
Goodwill [Line Items]
Beginning Balance	1,005.8	535.4
Acquisitions	58.7	450.6
Effect of foreign currency translation	22.0	19.8
Ending Balance	1,086.5	1,005.8
Business Jet
Goodwill [Line Items]
Beginning Balance	90.0	88.7
Acquisitions		1.5
Effect of foreign currency translation	(0.1)	(0.2)
Ending Balance	$ 89.9	$ 90.0

XML

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

Components of Earnings Before Incomes Taxes

The components of earnings before incomes taxes were:

	Year Ended December 31,
	2013		2012		2011
Earnings before income taxes
United States	$	278.8	$	167.7	$	142.1
Foreign		228.0		165.8		180.9
Earnings before income taxes	$	506.8	$	333.5	$	323.0

Components of Income Tax Expense

Income tax expense consists of the following:

	Year Ended December 31,
	2013		2012		2011
Current:
Federal	$	58.9	$	22.3	$	1.8
State		6.7		3.0		2.3
Foreign		41.3		24.6		28.5
		106.9		49.9		32.6
Deferred:
Federal		30.0		41.6		52.4
State		2.5		2.2		3.9
Foreign		1.8		6.1		6.3
		34.3		49.9		62.6
Total income tax expense	$	141.2	$	99.8	$	95.2

Difference Between Income Tax Expense and Amount Computed by Applying Statutory United States Federal Income Tax Rate to Pre-Tax Earnings

The difference between income tax expense and the amount computed by applying the statutory U.S. federal income tax rate (35%) to the pre-tax earnings consists of the following:

	Year Ended December 31,
	2013			2012			2011
Statutory federal income tax expense	$	177.4		$	116.7		$	113.0
U.S. state income taxes		9.7			5.9			6.0
Foreign tax rate differential		(36.2	)		(36.0	)		(27.8	)
Non-deductible charges/losses and other		4.2			14.8			8.0
Research and development credit		(13.9	)		(1.6	)		(4.0	)
	$	141.2		$	99.8		$	95.2

Tax Effects of Temporary Differences and Carryforwards that Give Rise to Deferred Income Tax Assets and Liabilities

The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets and liabilities consist of the following:

	December 31,
	2013			2012
Deferred tax assets:
Inventory reserves	$	20.8		$	21.7
Warranty reserves		14.1			12.5
Accrued liabilities		31.0			37.5
Net operating loss carryforward		24.0			22.4
Research and development
credit carry forward		7.3			18.8
Alternative minimum
tax credit carryforward		5.0			5.0
Other		10.0			5.6
	$	112.2		$	123.5
Deferred tax liabilities:
Book to tax revenue differences		(13.4	)		(31.7	)
Intangible assets		(168.4	)		(127.9	)
Depreciation		(34.4	)		(38.2	)
Software development costs		(0.7	)		(0.7	)
		(216.9	)		(198.5	)
Net deferred tax liability before valuation
allowance		(104.7	)		(75.0	)
Valuation allowance		(31.1	)		(26.5	)
Net deferred tax liability	$	(135.8	)	$	(101.5	)

Reconciliation of Beginning and Ending Amounts of Gross Uncertain Tax Positions

A reconciliation of the beginning and ending amounts of gross uncertain tax positions is presented below:

	2013		2012		2011
Balance, beginning of the period	$	34.6	$	21.7	$	21.5
Additions for current year tax positions		10.8		10.6		6.1
Additions for tax positions of prior years		2.1		2.3		--
Currency fluctuations		--		--		(0.1	)
Settlements with taxing authorities		--		--		(5.8	)
Balance, end of the period	$	47.5	$	34.6	$	21.7

XML

Quarterly Financial Data (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2012
Quarterly Financial Information [Line Items]
Debt prepayment costs	$ 82.1	$ 71.7

XML

Difference Between Income Tax Expense and Amount Computed by Applying Statutory United States Federal Income Tax Rate to Pre-Tax Earnings (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Taxes [Line Items]
Statutory federal income tax expense	$ 177.4	$ 116.7	$ 113.0
U.S. state income taxes	9.7	5.9	6.0
Foreign tax rate differential	(36.2)	(36.0)	(27.8)
Non-deductible charges/losses and other	4.2	14.8	8.0
Research and development credit	(13.9)	(1.6)	(4.0)
Total income tax expense	$ 141.2	$ 99.8	$ 95.2

XML

Fair Value Information - Additional Information (Detail) (Fair Value, Inputs, Level 2, Senior Unsecured Notes, USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Inputs, Level 2 | Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior unsecured notes, fair value	$ 2,058.5	$ 2,103.8

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

Reconciliation of Activity Related to Company's Accrued Warranty Expense

The following table provides a reconciliation of the activity related to the Company's accrued warranty expense:

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of period	$	63.2		$	51.5		$	38.0
Provision for warranty expense		42.6			37.5			34.5
Settlements of warranty claims		(38.8	)		(25.8	)		(21.0	)
Balance at end of period	$	67.0		$	63.2		$	51.5

XML

Long-Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended					1 Months Ended		12 Months Ended					12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 London Interbank Offered Rate (LIBOR)	Dec. 31, 2013 Prime Rate	Mar. 13, 2012 Senior Unsecured Notes 5.25 Percent Due 2022	Jul. 31, 2012 Senior Unsecured Notes 4.9 percent	Dec. 31, 2012 Senior Unsecured Notes 8.5 Percent Due 2018	Dec. 31, 2013 Senior Unsecured Notes 5.25 Percent	Dec. 31, 2013 Senior Unsecured Notes 5.0 percent	Dec. 31, 2013 Senior Unsecured Notes 6.875 Percent Due 2020	Dec. 31, 2013 Covenant Requirement Minimum	Dec. 31, 2013 Covenant Requirement Maximum
Debt Instrument [Line Items]
Senior notes, aggregate principal amount						$ 500.0	$ 800.0		$ 1,300.0		$ 650.0
Debt, interest rate						5.25%	4.90%	8.50%	5.25%	5.00%	6.875%
Debt, due date						2022		2018			2020
Principal payments on long-term debt	0.3	600.5	0.5					600.0
Loss on extinguishment of debt		(82.1)						(82.1)
Senior notes, net of original issue discount or premiums	1,950.0								1,313.7		645.7
Revolving credit facility	950.0
Revolving credit facility, interest rate, additional rate				2.00%	1.00%
Revolving credit facility agreement	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) plus 200 basis points or Prime (as defined in the Revolving Credit Facility) plus 100 basis points
Revolving credit facility, average interest rate	2.25%
Outstanding letter of credit amount	6.1
Interest coverage ratio												200.00%
Total leverage ratio													425.00%
Long-term debt discount amount											4.3
Long -term debt premium amount									13.7
Interest expense	$ 123.3	$ 124.6	$ 105.5

XML

Property and Equipment (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 714.7	$ 558.0
Less accumulated depreciation	(289.0)	(255.1)
Property and equipment	425.7	302.9
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	1 year
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	50 years
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	123.0	112.8
Buildings and improvements | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	1 year	1 year
Buildings and improvements | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	50 years	50 years
Machinery
Property, Plant and Equipment [Line Items]
Property and equipment, gross	197.8	134.2
Machinery | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	1 year	1 year
Machinery | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	20 years	20 years
Tooling
Property, Plant and Equipment [Line Items]
Property and equipment, gross	84.3	70.0
Tooling | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	1 year	1 year
Tooling | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	15 years	15 years
Computer Equipment and Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	276.9	216.3
Computer Equipment and Software | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	1 year	1 year
Computer Equipment and Software | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	10 years	10 years
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 32.7	$ 24.7
Furniture and equipment | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	1 year	1 year
Furniture and equipment | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful lives	15 years	15 years

XML

Valuation and Qualifying Accounts (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for Doubtful Accounts
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance At Beginning Of Period	$ 12.1	$ 8.2	$ 7.4
Expenses	1.3	4.8	1.9
Other	0.4	1.0
Write- Offs/ Disposals	3.4	1.9	1.1
Balance At End Of Period	10.4	12.1	8.2
Reserve for Obsolete Inventories
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance At Beginning Of Period	63.5	49.8	45.3
Expenses	11.2	20.7	15.9
Write- Offs/ Disposals	10.3	7.0	11.4
Balance At End Of Period	64.4	63.5	49.8
Deferred tax asset valuation allowance
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance At Beginning Of Period	26.5	20.1	14.4
Other	4.6	6.4	5.7
Balance At End Of Period	$ 31.1	$ 26.5	$ 20.1

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Entity	Dec. 31, 2012	Dec. 31, 2011
Significant Accounting Policies [Line Items]
Revenues derived from percentage of completion accounting, percentage	16.00%	15.00%	15.00%
Net costs and estimated earnings in excess of billings on uncompleted contracts	$ 81.9	$ 95.9
Excess over average costs on long term contracts	213.4	134.4
Allowance for doubtful accounts	10.4	12.1
Number of reportable units	6
Percentage of discounted closing price for Employee Stock Purchase Plan	85.00%
Employee Stock Purchase Plan, rights granted	1.1	0.9	0.7
Purchase of treasury stock, share	41,376	60,266	161,297
Purchase of treasury stock	$ 3.3	$ 2.6	$ 6.0
Percentage of revenues	No other individual customers accounted for more than 10% of the Company's consolidated revenues	No other individual customers accounted for more than 10% of the Company's consolidated revenues	No single customer accounted for more than 10% of the Company's consolidated revenues
Boeing | Sales Revenue, Net
Significant Accounting Policies [Line Items]
Percentage of net sales	11.60%	11.10%
Minimum
Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	1 year
Patent and other intangible assets, amortization period	3 years
Maximum
Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life	50 years
Patent and other intangible assets, amortization period	34 years

XML

Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Commitments and Contingencies Disclosure [Line Items]
Operating lease, future minimum lease payments	$ 322.4
Rent expense	50.8	49.5	29.3
Employment agreements with certain other key members of management, expiration year	2015
Executive Officer One
Commitments and Contingencies Disclosure [Line Items]
Terms of employment and compensation agreement with a key officer	An agreement for one of the officers provides for the officer to earn a minimum of $1.3 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, as well as a retirement compensation payment equal to 1.5 times the base salary.
Retirement compensation payment factor of base salary	1.5
Executive Officer One | Minimum
Commitments and Contingencies Disclosure [Line Items]
Annual earning of a key officer	1.3
Executive Officer Two
Commitments and Contingencies Disclosure [Line Items]
Terms of employment and compensation agreement with a key officer	One other agreement provides for an officer to receive annual minimum compensation of $0.9 per year through a three-year period ending from any date after which it is measured, adjusted as determined by the Company's Compensation Committee of the Board of Directors, and for the Company to make a retirement compensation payment equal to 7.5% of the officer's then current year annual salary to a supplemental executive retirement plan ("SERP") established by the Company.
Retirement compensation payment, percentage of the three years' annual salary	7.50%
Executive Officer Two | Minimum
Commitments and Contingencies Disclosure [Line Items]
Annual earning of a key officer	0.9
Executive Officer Three
Commitments and Contingencies Disclosure [Line Items]
Terms of employment and compensation agreement with a key officer	One other agreement provides for an officer to receive annual minimum compensation of $0.6 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, and to receive a retirement compensation payment equal to 50% of the officer's average three years' annual salary (as defined).
Retirement compensation payment, percentage of the three years' annual salary	50.00%
Executive Officer Three | Minimum
Commitments and Contingencies Disclosure [Line Items]
Annual earning of a key officer	0.6
Real Estate
Commitments and Contingencies Disclosure [Line Items]
Operating lease, future minimum lease payments	$ 285.0

XML

Revenues and Operating Earnings Based on Originating Location (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenues	$ 903.1	$ 888.1	$ 850.3	$ 842.2	$ 803.2	$ 766.7	$ 768.1	$ 747.3	$ 3,483.7		$ 3,085.3		$ 2,499.8
Operating earnings (loss)									629.3	[1]	540.0	[1]	428.0	[1]
Domestic
Segment Reporting Information [Line Items]
Revenues									2,420.9		2,230.1		1,750.2
Operating earnings (loss)									367.8		334.2		246.9
Foreign
Segment Reporting Information [Line Items]
Revenues									1,062.8		855.2		749.6
Operating earnings (loss)									$ 261.5		$ 205.8		$ 181.1

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

XML

Stockholder Equity - Additional information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stockholders Equity Note [Line Items]
Antidilutive securities excluded from determination of diluted earnings per common share	100,000	300,000	500,000
Share based compensation	$ 0	$ 0	$ 0
Restricted stock units granted	342,000	634,000
Restricted stock units forfeited	95,000	101,000
Outstanding restricted stock units	1,248,000	1,646,000	1,940,000
Outstanding exercisable stock options	31,500	51,000	101,000
Stock options granted	0	0	0
Stock options exercised	19,525	45,040	26,568
Stock options exercised, aggregate intrinsic value	1.1	1.7	0.9
Stock options outstanding, aggregate intrinsic value	2.4
Restricted Stock
Stockholders Equity Note [Line Items]
Share based compensation	23.0	23.4	25.1
Unrecognized compensation cost	$ 53.6	$ 50.4	$ 49.8
Restricted Stock | Maximum
Stockholders Equity Note [Line Items]
Restricted stock and restricted stock unit grants, vesting period	4 years
Restricted Stock Unit
Stockholders Equity Note [Line Items]
Restricted stock units granted	12,081	0	0
Restricted stock units forfeited	0
Weighted average remaining vesting period	3 years 2 months 1 day
Outstanding restricted stock units	12,081

XML

Accrued Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Accrued Liabilities [Line Items]
Accrued salaries, vacation and related benefits	$ 103.2	$ 93.8
Accrued product warranties	67.0	63.2	51.5	38.0
Accrued interest	28.2	28.2
Income taxes payable	28.7	29.5
Deferred revenue	152.9	118.2
Other accrued liabilities	141.2	141.3
Accrued liabilities	$ 521.2	$ 474.2

XML

INVENTORIES

12 Months Ended

Dec. 31, 2013

INVENTORIES

3.    INVENTORIES

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

	December 31,		December 31,
	2013		2012
Purchased materials and component parts	$	243.4	$	186.3
Work-in-process		484.0		371.8
Finished goods		1,216.4		1,194.8
	$	1,943.8	$	1,752.9

XML

Computation of Basic and Diluted Net earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share Disclosure [Line Items]
Numerator: net earnings	$ 90.6		$ 92.7		$ 92.4		$ 89.9		$ 75.2	[1]	$ 18.5	[1]	$ 71.2	[1]	$ 68.8	[1]	$ 365.6	$ 233.7	$ 227.8
Denominator:
Denominator for basic earnings per share - Weighted average shares (in millions)																	103.2	102.2	101.1
Effect of dilutive securities - Dilutive securities (in millions)																	0.7	0.7	0.8
Denominator for diluted earnings per share - Adjusted weighted average shares (in millions)																	103.9	102.9	101.9
Basic net earnings per share	$ 0.88	[2]	$ 0.90	[2]	$ 0.90	[2]	$ 0.87	[2]	$ 0.73	[2]	$ 0.18	[2]	$ 0.70	[2]	$ 0.67	[2]	$ 3.54	$ 2.29	$ 2.25
Diluted net earnings per share	$ 0.87	[2]	$ 0.89	[2]	$ 0.89	[2]	$ 0.87	[2]	$ 0.73	[2]	$ 0.18	[2]	$ 0.69	[2]	$ 0.67	[2]	$ 3.52	$ 2.27	$ 2.24

[1] Third quarter 2012 net earnings reflect debt prepayment costs of $82.1.

[2] Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year.

XML

Property and Equipment - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 58.9	$ 45.9	$ 37.1

XML

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2013

Intangible Assets by Major Asset Class

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

		December 31, 2013						December 31, 2012
						Net						Net
	Useful Life	Original		Accumulated		Book		Original		Accumulated		Book
	(Years)	Cost		Amortization		Value		Cost		Amortization		Value
Customer contracts and
relationships	8-30	$	424.0	$	85.7	$	338.3	$	410.8	$	64.0	$	346.8
Acquired technologies	5-34		126.6		54.4		72.2		127.7		50.6		77.1
Replacement parts annuity
and product approvals	7-22		7.9		6.0		1.9		28.3		25.7		2.6
Technical qualifications,
plans and drawings	10-22		19.3		16.2		3.1		26.9		22.7		4.2
Trademarks and patents	3-20		23.0		15.4		7.6		27.1		19.4		7.7
Covenants not to compete	4-5		5.5		1.7		3.8		3.3		0.8		2.5
Trade names	15-indefinite		45.7		0.4		45.3		43.6		-		43.6
		$	652.0	$	179.8	$	472.2	$	667.7	$	183.2	$	484.5

Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

	Commercial		Consumables		Business
	Aircraft		Management		Jet			Total
Balance as of
December 31, 2011	$	384.2	$	535.4	$	88.7		$	1,008.3
Acquisitions		2.5		450.6		1.5			454.6
Effect of foreign
currency translation		1.7		19.8		(0.2	)		21.3
Balance as of
December 31, 2012		388.4		1,005.8		90.0			1,484.2
Acquisitions		-		58.7		-			58.7
Effect of foreign
currency translation		6.2		22.0		(0.1	)		28.1
Balance as of
December 31, 2013	$	394.6	$	1,086.5	$	89.9		$	1,571.0

XML

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2013

Property and Equipment

Property and equipment consist of the following:

	Useful Life	December 31,			December 31,
	(Years)	2013			2012
Buildings and improvements	1 - 50	$	123.0		$	112.8
Machinery	1 - 20		197.8			134.2
Tooling	1 - 15		84.3			70.0
Computer equipment and software	1 - 10		276.9			216.3
Furniture and equipment	1 - 15		32.7			24.7
			714.7			558.0
Less accumulated depreciation			(289.0	)		(255.1	)
		$	425.7		$	302.9

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Y	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes [Line Items]
Statutory U.S. federal income tax rate	35.00%
Deferred tax assets, valuation allowance	$ 31.1	$ 26.5
State net operating loss carryforwards	34.4
Foreign net operating loss carryforwards	75.3
Net operating loss carryforwards, beginning expiration year	2014
Research and development credit carry forward	7.3	18.8
Research and development credit carry forward, beginning expiration year	2014
Research and development credit carry forward, ending expiration year	2028
Earnings from foreign subsidiaries that residual U.S. income taxes is not provided	800
Cumulative unrealized tax deductions related to stock option exercises and vested restricted shares	21.6
Realized tax deductions related to stock option exercises and vested restricted shares	8.3
Gross uncertain tax position	47.5	34.6	21.7	21.5
Liability for unrecognized tax benefits that would affect effective tax rate, if recognized	45.0
Number of tax years the company is currently open to audit by tax authorities	7
Minimum
Income Taxes [Line Items]
Liability for unrecognized tax benefits for interest and penalties	$ 2.0	$ 2.0

XML

Intangible Assets by Major Asset Class (Detail) (USD $) In Millions, unless otherwise specified			12 Months Ended					12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Minimum	Dec. 31, 2013 Maximum	Dec. 31, 2012 Trade Name	Dec. 31, 2013 Customer contracts and relationships	Dec. 31, 2012 Customer contracts and relationships	Dec. 31, 2013 Customer contracts and relationships Minimum	Dec. 31, 2013 Customer contracts and relationships Maximum	Dec. 31, 2013 Acquired technologies	Dec. 31, 2012 Acquired technologies	Dec. 31, 2013 Acquired technologies Minimum	Dec. 31, 2013 Acquired technologies Maximum	Dec. 31, 2013 Replacement parts annuity and product approvals	Dec. 31, 2012 Replacement parts annuity and product approvals	Dec. 31, 2013 Replacement parts annuity and product approvals Minimum	Dec. 31, 2013 Replacement parts annuity and product approvals Maximum	Dec. 31, 2013 Technical qualifications, plans and drawings	Dec. 31, 2012 Technical qualifications, plans and drawings	Dec. 31, 2013 Technical qualifications, plans and drawings Minimum	Dec. 31, 2013 Technical qualifications, plans and drawings Maximum	Dec. 31, 2013 Trademarks and patents	Dec. 31, 2012 Trademarks and patents	Dec. 31, 2013 Trademarks and patents Minimum	Dec. 31, 2013 Trademarks and patents Maximum	Dec. 31, 2013 Covenants not to compete	Dec. 31, 2012 Covenants not to compete	Dec. 31, 2013 Covenants not to compete Minimum	Dec. 31, 2013 Covenants not to compete Maximum	Dec. 31, 2013 Trade names	Dec. 31, 2012 Trade names	Dec. 31, 2013 Trade names Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Intangible assets, original cost	$ 652.0	$ 667.7
Finite lived intangible assets, original cost						424.0	410.8			126.6	127.7			7.9	28.3			19.3	26.9			23.0	27.1			5.5	3.3			45.7	43.6
Accumulated Amortization	179.8	183.2				85.7	64.0			54.4	50.6			6.0	25.7			16.2	22.7			15.4	19.4			1.7	0.8			0.4
Intangible assets, net book value	472.2	484.5
Finite lived intangible assets, net book value						338.3	346.8			72.2	77.1			1.9	2.6			3.1	4.2			7.6	7.7			3.8	2.5			45.3	43.6
Indefinite lived intangible assets, net book value	$ 21.5	$ 43.6			$ 43.6
Useful life (years)			3 years	34 years				8 years	30 years			5 years	34 years			7 years	22 years			10 years	22 years			3 years	20 years			4 years	5 years			15 years

XML

ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

Accrued Liabilities

Accrued liabilities consist of the following:

	December 31,		December 31,
	2013		2012
Accrued salaries, vacation and related benefits	$	103.2	$	93.8
Accrued product warranties		67.0		63.2
Accrued interest		28.2		28.2
Income taxes payable		28.7		29.5
Deferred revenue		152.9		118.2
Other accrued liabilities		141.2		141.3
	$	521.2	$	474.2

XML

LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2013

Long-Term Debt

Long-term debt consists of the following:

	December 31,		December 31,
	2013		2012
5.25% Notes	$	1,313.7	$	1,315.0
6.875% Notes		645.7		645.2
Other		-		0.3
		1,959.4		1,960.5
Less current portion of long-term debt		-		(0.3	)
	$	1,959.4	$	1,960.2

Maturities of Long-Term Debt

Maturities of long-term debt, excluding the $4.3 unamortized original issue discount on the 6.875% Notes and the $13.7 unamortized original issue premium on the 5.25% Notes, are as follows:

Year Ending December 31,
2014	$	--
2015		--
2016		--
2017		--
2018		--
Thereafter		1,950.0
Total	$	1,950.0

XML

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2013

BUSINESS COMBINATIONS

2.    BUSINESS COMBINATIONS

During 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals LLC (“Bulldog”) (the “2013 Acquisitions”), providers of parts distribution, rental equipment and on-site services to the oil and gas industry for a net purchase price of $114.6. The acquisitions expand the Consumables Management Segment (“CMS”) distribution and logistics business into the oil and gas services industry. During 2012, the Company completed two acquisitions for a net aggregate purchase price of approximately $649.7 (“2012 Acquisitions”). During 2011, the Company completed four insignificant acquisitions to bolster key technologies for an aggregate purchase price of approximately $60.4  (“2011 Acquisitions”). During 2011, the Company also sold two insignificant businesses for $19.2 which resulted in a $0.1 gain. Each acquisition and disposition was a cash transaction.

The 2013, 2012 and 2011 Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the 2013, 2012 and 2011 Acquisitions have been reflected in the accompanying consolidated balance sheet as of December 31, 2013 and the results of operations for the 2013, 2012 and 2011 Acquisitions and the 2011 dispositions are included in (or excluded from) the accompanying consolidated statements of earnings from the respective dates of acquisition (or disposition).

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 a net purchase price of approximately $404.7.

The Company completed its evaluation and allocation of the purchase price for the UFC acquisition during the period ended December 31, 2012, which resulted in an adjustment to the allocation of the UFC purchase price to increase goodwill and to increase accrued liabilities by approximately $30.5 related to certain customer contracts which were priced below market and a portion of which were generating losses. These contracts have durations of up to four years. The excess of the purchase price over the fair value of the identifiable assets acquired approximated $347.3 of which $55.1 was allocated to identified intangible assets and $292.2 is included in goodwill.

On July 26, 2012, the Company acquired 100% of Interturbine Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH and Interturbine Technologies GmbH (collectively “Interturbine”), a provider of material management logistical services to global airlines and maintenance, repair and overhaul (“MRO”) providers, for a net purchase price of approximately $245.0. Interturbine’s product range includes chemicals, lubricants, hydraulic fluids, adhesives, coatings and composites. Interturbine also supplies fasteners, cables and wires, electronic components, electrical and electromechanical materials, tools, hot bonding equipment and ground equipment to its primary customer base of airlines and MRO providers globally.

The Company completed its evaluation and allocation of the purchase price for the Interturbine acquisition during the period ended December 31, 2013, which increased goodwill by $4.6 for certain tax liabilities. The excess of the purchase price over the fair value of the identifiable assets acquired approximated $229.9 of which $59.2 was allocated to identified intangible assets and $170.7 is included in goodwill.

The Company has not yet finalized its allocation of the purchase price for the 2013 Acquisitions as the valuation of certain assets and liabilities is not yet complete.

The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the 2013 Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

Accounts receivable-trade	$	10.9
Inventories		3.9
Other current and non-current assets		0.2
Property and equipment		34.3
Goodwill		58.7
Identified intangibles		17.1
Accounts payable		(9.9	)
Other current and non-current liabilities		(0.6	)
Total purchase price	$	114.6

The majority of the goodwill and other intangible assets related to the UFC and 2013 Acquisitions is expected to be deductible for tax purposes. None of the goodwill and other intangible assets related to the Interturbine acquisition is expected to be deductible for tax purposes.
 

Consolidated unaudited pro forma revenues, net earnings and diluted net earnings per share giving effect to the 2012 Acquisitions as if they had occurred on January 1, 2011 were $3,172.4, $241.0, and $2.34, and $2,786.2, $245.4 and $2.41, for the years ended December 31, 2012 and 2011, respectively. Blue Dot and Bulldog pro forma revenues, net earnings, and net earnings per diluted share as well as post acquisition stand-alone revenues and operating earnings are not material to the Company’s financial statements.

XML

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Future Payments under Operating Leases with Terms Greater Than One Year

Future payments under operating leases with terms greater than one year as of December 31, 2013 are as follows:

Year Ending December 31,
2014	$	42.8
2015		40.3
2016		38.0
2017		33.7
2018		30.1
Thereafter		137.5
Total	$	322.4

XML

Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill	$ 1,571.0	$ 1,484.2	$ 1,008.3
Aerospace Corp. and Interturbine
Business Combination, Separately Recognized Transactions [Line Items]
Accounts receivable-trade	10.9
Inventories	3.9
Other current and non-current assets	0.2
Property and equipment	34.3
Goodwill	58.7
Identified intangibles	17.1
Accounts payable	(9.9)
Other current and non-current liabilities	(0.6)
Total purchase price	$ 114.6

XML

Future Payments under Operating Leases with Terms Greater Than One Year (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Schedule of Operating Leases [Line Items]
2014	$ 42.8
2015	40.3
2016	38.0
2017	33.7
2018	30.1
Thereafter	137.5
Total	$ 322.4

XML

Quarterly Financial Data (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Quarterly Financial Information [Line Items]
Revenues	$ 903.1		$ 888.1		$ 850.3		$ 842.2		$ 803.2		$ 766.7		$ 768.1		$ 747.3		$ 3,483.7	$ 3,085.3	$ 2,499.8
Gross profit	340.7		342.3		326.8		319.1		299.0		288.3		293.3		283.5
Net earnings	$ 90.6		$ 92.7		$ 92.4		$ 89.9		$ 75.2	[1]	$ 18.5	[1]	$ 71.2	[1]	$ 68.8	[1]	$ 365.6	$ 233.7	$ 227.8
Basic net earnings per share	$ 0.88	[2]	$ 0.90	[2]	$ 0.90	[2]	$ 0.87	[2]	$ 0.73	[2]	$ 0.18	[2]	$ 0.70	[2]	$ 0.67	[2]	$ 3.54	$ 2.29	$ 2.25
Diluted net earnings per share	$ 0.87	[2]	$ 0.89	[2]	$ 0.89	[2]	$ 0.87	[2]	$ 0.73	[2]	$ 0.18	[2]	$ 0.69	[2]	$ 0.67	[2]	$ 3.52	$ 2.27	$ 2.24

[1] Third quarter 2012 net earnings reflect debt prepayment costs of $82.1.

[2] Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year.

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 637.8		$ 513.7
Accounts receivable	484.1		401.7
Inventories	1,943.8		1,752.9
Deferred income taxes	29.4		42.4
Other current assets	64.6		55.9
Total current assets	3,159.7		2,766.6
Property and equipment	425.7		302.9
Goodwill	1,571.0		1,484.2
Identifiable intangible assets	472.2		484.5
Other assets	67.6		68.2
Identifiable assets	5,696.2	[1]	5,106.4	[1]
Current liabilities:
Accounts payable	357.9		286.2
Accrued liabilities	521.2		474.2
Current maturities of long-term debt			0.3
Total current liabilities	879.1		760.7
Long-term debt	1,959.4		1,960.2
Deferred income taxes	165.0		144.1
Other non-current liabilities	83.5		62.5
Commitments, contingencies and off-balance sheet arrangements (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value; 1.0 shares authorized; no shares outstanding
Common stock, $0.01 par value; 200.0 shares authorized; 105.7 shared issued as of December 31, 2013 and 105.4 shares issued as of December 31, 2012	1.1		1.1
Additional paid-in capital	1,688.8		1,652.2
Retained earnings	923.3		557.7
Accumulated other comprehensive loss	(4.0)		(32.1)
Total stockholders' equity	2,609.2		2,178.9
Liabilities and Equity, Total	$ 5,696.2		$ 5,106.4

[1] Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

XML

Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Goodwill and Intangible Assets Disclosure [Line Items]
Amortization expense on identifiable intangible assets	$ 30.7	$ 29.1	$ 25.0
Indefinite lived intangible assets	21.5	43.6
Expected amortization expenses in year one	37
Expected amortization expenses in year two	37
Expected amortization expenses in year three	37
Expected amortization expenses in year four	37
Expected amortization expenses in year five	37
Accumulated goodwill impairment loss	$ 369.3

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 365.6		$ 233.7		$ 227.8
Adjustments to reconcile net earnings to net cash flows provided by operating activities, net of effects from acquisitions:
Depreciation and amortization	89.6	[1]	75.0	[1]	62.1	[1]
Deferred income taxes	32.9		37.3		58.4
Non-cash compensation	24.2		24.5		26.0
Tax benefits realized from prior exercises of employee stock options and restricted stock	(9.2)		(7.0)		(30.8)
Provision for doubtful accounts	1.3		4.8		1.9
Loss on disposal of property and equipment	2.4		2.4		1.1
Debt prepayment costs			82.1
Changes in operating assets and liabilities:
Accounts receivable	(67.2)		(32.0)		(49.4)
Inventories	(181.8)		(169.7)		(116.3)
Other current and non-current assets	(8.3)		(18.2)		12.5
Accounts payable and accrued liabilities	129.6		122.2		123.6
Net cash flows provided by operating activities	379.1		355.1		316.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(154.9)	[1]	(125.4)	[1]	(76.0)	[1]
Acquisitions, net of cash acquired	(118.1)		(649.7)		(60.4)
Proceeds from sales of businesses and other	0.1		2.6		18.7
Net cash flows used in investing activities	(272.9)		(772.5)		(117.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued	6.4		5.8		4.0
Purchase of treasury stock	(3.3)		(2.6)		(6.0)
Proceeds from long-term debt			1,316.0
Principal payments on long-term debt	(0.3)		(600.5)		(0.5)
Debt prepayment costs			(71.7)
Debt origination costs			(30.3)
Tax benefits realized from prior exercises of employee stock options and restricted stock	9.2		7.0		30.8
Borrowings on line of credit			215.0		30.0
Repayments on line of credit			(215.0)		(30.0)
Net cash flows provided by financing activities	12.0		623.7		28.3
Effect of foreign exchange rate changes on cash and cash equivalents	5.9		3.9		(2.7)
Net increase in cash and cash equivalents	124.1		210.2		224.8
Cash and cash equivalents, beginning of year	513.7		303.5		78.7
Cash and cash equivalents, end of year	637.8		513.7		303.5
Cash paid during period for:
Interest	118.4		125.2		110.4
Income taxes	86.7		52.6		34.5
Supplemental schedule of non-cash activities:
Accrued property additions	$ 8.7		$ 10.8		$ 3.2

[1] Corporate capital expenditures and depreciation and amortization have been allocated to the above segments in a manner consistent with our corporate expense allocations.

XML

Reconciliation of Beginning and Ending Amounts of Gross Uncertain Tax Positions (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits [Line Items]
Balance, beginning of the period	$ 34.6	$ 21.7	$ 21.5
Additions for current year tax positions	10.8	10.6	6.1
Additions for tax positions of prior years	2.1	2.3
Currency fluctuations			(0.1)
Settlements with taxing authorities			(5.8)
Balance, end of the period	$ 47.5	$ 34.6	$ 21.7

XML

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2013

Revenues and Other Financial Information by Business Segment

The following table presents revenues and other financial information by business segment:

	Year Ended December 31, 2013
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,784.7	$	1,280.4	$	418.6	$	3,483.7
Operating earnings (1)		320.3		240.0		69.0		629.3
Total assets(2)		2,016.5		3,212.8		466.9		5,696.2
Goodwill		394.6		1,086.5		89.9		1,571.0
Capital expenditures(3)		96.5		40.6		17.8		154.9
Depreciation and amortization(3)		50.4		29.8		9.4		89.6

	Year Ended December 31, 2012
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,551.2	$	1,171.0	$	363.1	$	3,085.3
Operating earnings (1)		271.3		216.7		52.0		540.0
Total assets(2)		1,719.1		3,006.7		380.6		5,106.4
Goodwill		388.4		1,005.8		90.0		1,484.2
Capital expenditures(3)		92.5		22.6		10.3		125.4
Depreciation and amortization(3)		42.3		25.0		7.7		75.0

	Year Ended December 31, 2011
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,302.0	$	943.5	$	254.3	$	2,499.8
Operating earnings (1)		216.0		183.1		28.9		428.0
Total assets(2)		1,387.0		2,120.2		330.1		3,837.3
Goodwill		384.2		535.4		88.7		1,008.3
Capital expenditures(3)		51.6		17.6		6.8		76.0
Depreciation and amortization(3)		36.0		19.7		6.4		62.1

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

(2) Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

(3) Corporate capital expenditures and depreciation and amortization have been allocated to the above segments in a manner consistent with our corporate expense allocations.

Revenues and Operating Earnings Based on Originating Location

The following table presents revenues and operating earnings based on the originating location for the years ended December 31, 2013, 2012 and 2011. Additionally, it presents all identifiable assets related to the operations in each geographic area as of December 31, 2013 and 2012:

	Year Ended December 31,
	2013		2012		2011
Revenues:
Domestic	$	2,420.9	$	2,230.1	$	1,750.2
Foreign		1,062.8		855.2		749.6
	$	3,483.7	$	3,085.3	$	2,499.8
Operating earnings:
Domestic	$	367.8	$	334.2	$	246.9
Foreign		261.5		205.8		181.1
	$	629.3	$	540.0	$	428.0

All Identifiable Assets in Each Geographic Area

	Year Ended December 31,
	2013		2012		2011
Revenues:
Domestic	$	2,420.9	$	2,230.1	$	1,750.2
Foreign		1,062.8		855.2		749.6
	$	3,483.7	$	3,085.3	$	2,499.8
Operating earnings:
Domestic	$	367.8	$	334.2	$	246.9
Foreign		261.5		205.8		181.1
	$	629.3	$	540.0	$	428.0
	December 31,
Identifiable assets:		2013		2012
Domestic	$	4,482.7	$	3,817.0
Foreign		1,213.5		1,289.4
	$	5,696.2	$	5,106.4

Revenues by Geographic Area Based on Destination

Revenues by geographic area, based on destination, for the years ended December 31, 2013, 2012, and 2011 were as follows:

	Year Ended December 31,
	2013					2012					2011
			% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
U.S.	$	1,533.3		44.0	%	$	1,499.5		48.6	%	$	1,296.4		51.9	%
Europe		894.0		25.7	%		755.9		24.5	%		606.0		24.2	%
Asia, Pacific Rim,
Middle East and other		1,056.4		30.3	%		829.9		26.9	%		597.4		23.9	%
	$	3,483.7		100.0	%	$	3,085.3		100.0	%	$	2,499.8		100.0	%

XML

Revenues and other Financial Information by Business Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2013		Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 903.1		$ 888.1	$ 850.3	$ 842.2	$ 803.2		$ 766.7	$ 768.1	$ 747.3	$ 3,483.7		$ 3,085.3		$ 2,499.8
Operating earnings											629.3	[1]	540.0	[1]	428.0	[1]
Total assets	5,696.2	[2]				5,106.4	[2]				5,696.2	[2]	5,106.4	[2]	3,837.3	[2]
Goodwill	1,571.0					1,484.2					1,571.0		1,484.2		1,008.3
Capital expenditures											154.9	[3]	125.4	[3]	76.0	[3]
Depreciation and amortization											89.6	[3]	75.0	[3]	62.1	[3]
Commercial Aircraft
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues											1,784.7		1,551.2		1,302.0
Operating earnings											320.3	[1]	271.3	[1]	216.0	[1]
Total assets	2,016.5	[2]				1,719.1	[2]				2,016.5	[2]	1,719.1	[2]	1,387.0	[2]
Goodwill	394.6					388.4					394.6		388.4		384.2
Capital expenditures											96.5	[3]	92.5	[3]	51.6	[3]
Depreciation and amortization											50.4	[3]	42.3	[3]	36.0	[3]
Consumables Management
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues											1,280.4		1,171.0		943.5
Operating earnings											240.0	[1]	216.7	[1]	183.1	[1]
Total assets	3,212.8	[2]				3,006.7	[2]				3,212.8	[2]	3,006.7	[2]	2,120.2	[2]
Goodwill	1,086.5					1,005.8					1,086.5		1,005.8		535.4
Capital expenditures											40.6	[3]	22.6	[3]	17.6	[3]
Depreciation and amortization											29.8	[3]	25.0	[3]	19.7	[3]
Business Jet
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues											418.6		363.1		254.3
Operating earnings											69.0	[1]	52.0	[1]	28.9	[1]
Total assets	466.9	[2]				380.6	[2]				466.9	[2]	380.6	[2]	330.1	[2]
Goodwill	89.9					90.0					89.9		90.0		88.7
Capital expenditures											17.8	[3]	10.3	[3]	6.8	[3]
Depreciation and amortization											$ 9.4	[3]	$ 7.7	[3]	$ 6.4	[3]

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

[2] Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

[3] Corporate capital expenditures and depreciation and amortization have been allocated to the above segments in a manner consistent with our corporate expense allocations.

XML

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

SUBSEQUENT EVENTS

16.  SUBSEQUENT EVENTS

In January 2014, the Company acquired LT, an Eagle Ford based provider of rental equipment. In February 2014, the Company acquired Wildcat, a provider of wireline services primarily in the Eagle Ford basin, and also in the Marcellus/Utica basin. The purchase price (all cash) of LT and Wildcat was approximately $255.

XML

SELECTED QUARTERLY DATA (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Data

Summarized quarterly financial data for the years ended December 31, 2013 and December 31, 2012 are as follows:

	Year Ended December 31, 2013
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Revenues	$	842.2	$	850.3	$	888.1	$	903.1
Gross profit		319.1		326.8		342.3		340.7
Net earnings		89.9		92.4		92.7		90.6
Basic net earnings per share (1)		0.87		0.90		0.90		0.88
Diluted net earnings per share (1)		0.87		0.89		0.89		0.87

	Year Ended December 31, 2012
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Revenues	$	747.3	$	768.1	$	766.7	$	803.2
Gross profit		283.5		293.3		288.3		299.0
Net earnings(2)		68.8		71.2		18.5		75.2
Basic net earnings per share (1)		0.67		0.70		0.18		0.73
Diluted net earnings per share (1)		0.67		0.69		0.18		0.73

(1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year.

(2) Third quarter 2012 net earnings reflect debt prepayment costs of $82.1.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Organization and Basis of Presentation

Organization and Basis of Presentation – B/E Aerospace, Inc. and its wholly owned subsidiaries (the “Company”) designs, manufactures, sells and services commercial aircraft and business jet cabin interior products consisting of a broad range of seating, interior systems, including structures for food and beverage storage and preparation equipment, distributes aerospace fasteners and other consumables and provides logistics related services, including oilfield rental equipment and services. The Company’s principal customers are the operators of commercial and business jet aircraft, aircraft manufacturers and their suppliers. As a result, the Company’s business is directly dependent upon the conditions in the commercial airline, business jet and aircraft manufacturing industries. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Consolidation

Consolidation – The accompanying consolidated financial statements include the accounts of B/E Aerospace, Inc. and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Preparation

Financial Statement Preparation – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition – Sales of products are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract or purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, the Company recognizes revenue upon delivery or customer acceptance, depending on the terms of the sales contract.

Service revenues primarily consist of engineering activities and logistics related services, including revenue from oilfield rental equipment and services, and are recorded when services are performed.

Revenues and costs under certain long-term contracts are recognized using contract accounting under the percentage-of-completion method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, Construction–Type and Production–Type Contracts (“ASC 605-35”), with the majority of the contracts accounted for under the cost-to-cost method. Under the cost-to-cost method, the revenues related to the long-term contracts are recognized based on the ratio of actual costs incurred to total estimated costs to be incurred. The Company uses the units-of-delivery method to account for certain contracts, principally with The Boeing Company and Airbus. Under the units-of delivery method, revenues are recognized based on the contract price of units delivered.

The percentage-of-completion method requires the use of estimates of costs to complete long-term contracts. Due to the duration of these contracts as well as the technical nature of the products involved, the estimation of these costs requires management’s judgment in connection with assumptions and projections related to the outcome of future events. Management’s assumptions include future labor performance and rates and projections relative to material and overhead costs, as well as the quantity and timing of product deliveries. The Company reevaluates its contract estimates periodically and reflects changes in estimates in the current period using the cumulative catch-up method. Revenues associated with any contractual claims are recognized when it is probable that the claim will result in additional contract revenue and the amount can be reasonably estimated. For the years ended December 31, 2013, 2012 and 2011, approximately 16%, 15% and 15% of our revenues, respectively, were derived from contracts accounted for using percentage-of-completion accounting. Net costs and estimated earnings in excess of billings on uncompleted contracts were $81.9 and $95.9 at December 31, 2013 and 2012, respectively, and recorded as work in process inventory. Excess over average costs on long-term contracts accounted for using the units-of-delivery method of accounting were $213.4 and $134.4 at December 31, 2013 and 2012, respectively and recorded as work in process inventory. Anticipated losses on contracts are recognized in the period in which the losses become evident and determinable. Advance payments and engineering development costs on certain long-term contracts are deferred and included in revenues and research, development and engineering, respectively, when the products are shipped.

Income Taxes

Income Taxes – The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company records uncertain tax positions within income tax expense and classifies interest and penalties related to income taxes as income tax expense.

Cash Equivalents

Cash Equivalents – The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts Receivable – The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current creditworthiness, as determined by review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The allowance for doubtful accounts at December 31, 2013 and 2012 was $10.4 and $12.1, respectively.

Inventories

Inventories – The Company values inventories at the lower of cost or market, using FIFO or weighted average cost method. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, as well as an estimated forecast of product demand and production requirements, and the age of the inventory among other factors. Demand for the Company’s products can fluctuate significantly. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and to inventory items with long procurement cycles, some of which are not expected to be realized within one year.

Property and Equipment

Property and Equipment–Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives of one to fifty years (or the lesser of the term of the lease for leasehold improvements, as appropriate).

Debt Issuance Costs

Debt Issuance Costs – Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt. Unamortized debt issue costs are written off at the time of prepayment.

Goodwill and Intangible Assets

Goodwill and Intangible Assets – Under FASB ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. Patents and other intangible assets are amortized using the straight-line method over periods ranging from three to thirty-four years.

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.

On at least an annual basis, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value of reporting units. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of reporting units for goodwill impairment testing are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. The sum of the fair values of the reporting units are evaluated based on market capitalization determined using average share prices within a reasonable period of time near the selected testing date (calendar year-end), plus an estimated control premium plus the fair value of the Company’s debt obligations.

Indefinite-lived intangible assets are tested at least annually for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. For the years ended December 31, 2013, 2012 and 2011, the Company’s annual impairment testing yielded no impairments of goodwill or indefinite-lived intangible assets.

Long-Lived Assets

Long-Lived Assets – The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset's carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no impairments of long lived assets in 2013, 2012, and 2011.

Product Warranty Costs

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. Estimated warranty costs are included in the accrued liabilities on the consolidated balance sheet. The following table provides a reconciliation of the activity related to the Company's accrued warranty expense:

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of period	$	63.2		$	51.5		$	38.0
Provision for warranty expense		42.6			37.5			34.5
Settlements of warranty claims		(38.8	)		(25.8	)		(21.0	)
Balance at end of period	$	67.0		$	63.2		$	51.5

Accounting for Stock-Based Compensation

Accounting for Stock-Based Compensation – The Company accounts for share-based compensation arrangements in accordance with the provisions of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), whereby share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period.

Compensation cost recognized during the three years ended December 31, 2013 related to grants of restricted stock and restricted stock units. No compensation cost related to stock options was recognized during those periods as no options were granted during the three year period ended December 31, 2013 and all options were vested as of December 31, 2006.

The Company has established a qualified Employee Stock Purchase Plan. The Plan allows qualified employees (as defined in the plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price for each semi-annual stock purchase period. The fair value of employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. The value of the rights granted during the years ended December 31, 2013, 2012 and 2011 was $1.1, $0.9 and $0.7, respectively.

Treasury Stock

Treasury Stock – The Company may periodically repurchase shares of its common stock from employees for the satisfaction of their individual payroll tax withholding upon vesting of restricted stock and restricted stock units in connection with the Company’s Long Term Incentive Plan.The Company’s repurchases of common stock are recorded at the average cost of the common stock and are presented as a reduction of additional paid-in-capital. The Company repurchased 41,376, 60,266 and 161,297 shares of its common stock for $3.3, $2.6 and $6.0, respectively, during the years ended December 31, 2013, 2012 and 2011 respectively

Research and Development

Research and Development – Research and development expenditures are expensed as incurred.

Foreign Currency Translation

Foreign Currency Translation – The assets and liabilities of subsidiaries located outside the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are recognized currently in income, and those resulting from translation of financial statements are accumulated as a separate component of stockholders’ equity. The Company's European subsidiaries primarily utilize the British pound or the Euro as their local functional currency.

Concentration of Risk

Concentration of Risk – The Company’s products and services are primarily concentrated within the aerospace industry with customers consisting primarily of commercial airlines, a wide variety of business jet customers and commercial aircraft manufacturers. In addition to the overall business risks associated with the Company’s concentration within the airline and aerospace industries, the Company is exposed to a concentration of collection risk on credit extended to commercial airlines and commercial aircraft manufacturers. The Company’s management performs ongoing credit evaluations on the financial condition of all of its customers and maintains allowances for uncollectible accounts receivable based on expected collectability. Credit losses have historically been within management's expectations and the provisions established.

Significant customers change from year to year depending on the level of refurbishment activity and/or the level of new aircraft purchases by such customers. During the years ended December 31, 2013 and 2012, the Boeing Company accounted for 11.6% and 11.1%, respectively, of the Company’s consolidated revenues. No other individual customers accounted for more than 10% of the Company’s consolidated revenues during the years ended December 31, 2013 and 2012 and during the year ended December 31, 2011 no single customer accounted for more than 10% of the Company’s consolidated revenues.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which updated the guidance in ASC Topic 740, Income Taxes. The amendments in ASU 2013-11, effective prospectively for the interim and annual periods beginning on or after December 15, 2013 (early adoption is permitted), generally provide guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. The adoption of ASU 2013-11 will not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of earnings if the amount being reclassified is required to be reclassified in its entirety to net earnings. For other amounts that are not required to be reclassified in their entirety to net earnings in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The adoption of ASU 2013-02, effective January 1, 2013, did not impact the Company’s consolidated financial statements as there were no reclassifications out of accumulated other comprehensive income during the period.

XML

All Identifiable Assets in Each geographic Area (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable assets	$ 5,696.2	[1]	$ 5,106.4	[1]	$ 3,837.3	[1]
Domestic
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable assets	4,482.7		3,817.0
Foreign
Segment Reporting, Asset Reconciling Item [Line Items]
Identifiable assets	$ 1,213.5		$ 1,289.4

[1] Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation – B/E Aerospace, Inc. and its wholly owned subsidiaries (the “Company”) designs, manufactures, sells and services commercial aircraft and business jet cabin interior products consisting of a broad range of seating, interior systems, including structures for food and beverage storage and preparation equipment, distributes aerospace fasteners and other consumables and provides logistics related services, including oilfield rental equipment and services. The Company’s principal customers are the operators of commercial and business jet aircraft, aircraft manufacturers and their suppliers. As a result, the Company’s business is directly dependent upon the conditions in the commercial airline, business jet and aircraft manufacturing industries. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Consolidation – The accompanying consolidated financial statements include the accounts of B/E Aerospace, Inc. and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Preparation – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates.

Revenue Recognition – Sales of products are recorded when the earnings process is complete. This generally occurs when the products are shipped to the customer in accordance with the contract or purchase order, risk of loss and title has passed to the customer, collectability is reasonably assured and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, the Company recognizes revenue upon delivery or customer acceptance, depending on the terms of the sales contract.

Service revenues primarily consist of engineering activities and logistics related services, including revenue from oilfield rental equipment and services, and are recorded when services are performed.

Revenues and costs under certain long-term contracts are recognized using contract accounting under the percentage-of-completion method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-35, Construction–Type and Production–Type Contracts (“ASC 605-35”), with the majority of the contracts accounted for under the cost-to-cost method. Under the cost-to-cost method, the revenues related to the long-term contracts are recognized based on the ratio of actual costs incurred to total estimated costs to be incurred. The Company uses the units-of-delivery method to account for certain contracts, principally with The Boeing Company and Airbus. Under the units-of delivery method, revenues are recognized based on the contract price of units delivered.

The percentage-of-completion method requires the use of estimates of costs to complete long-term contracts. Due to the duration of these contracts as well as the technical nature of the products involved, the estimation of these costs requires management’s judgment in connection with assumptions and projections related to the outcome of future events. Management’s assumptions include future labor performance and rates and projections relative to material and overhead costs, as well as the quantity and timing of product deliveries. The Company reevaluates its contract estimates periodically and reflects changes in estimates in the current period using the cumulative catch-up method. Revenues associated with any contractual claims are recognized when it is probable that the claim will result in additional contract revenue and the amount can be reasonably estimated. For the years ended December 31, 2013, 2012 and 2011, approximately 16%, 15% and 15% of our revenues, respectively, were derived from contracts accounted for using percentage-of-completion accounting. Net costs and estimated earnings in excess of billings on uncompleted contracts were $81.9 and $95.9 at December 31, 2013 and 2012, respectively, and recorded as work in process inventory. Excess over average costs on long-term contracts accounted for using the units-of-delivery method of accounting were $213.4 and $134.4 at December 31, 2013 and 2012, respectively and recorded as work in process inventory. Anticipated losses on contracts are recognized in the period in which the losses become evident and determinable. Advance payments and engineering development costs on certain long-term contracts are deferred and included in revenues and research, development and engineering, respectively, when the products are shipped.

Income Taxes – The Company provides deferred income taxes for temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. Deferred income taxes are computed using enacted tax rates that are expected to be in effect when the temporary differences reverse. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. The Company records uncertain tax positions within income tax expense and classifies interest and penalties related to income taxes as income tax expense.

Cash Equivalents – The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable – The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current creditworthiness, as determined by review of their current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. The allowance for doubtful accounts at December 31, 2013 and 2012 was $10.4 and $12.1, respectively.

Inventories – The Company values inventories at the lower of cost or market, using FIFO or weighted average cost method. The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical demand, as well as an estimated forecast of product demand and production requirements, and the age of the inventory among other factors. Demand for the Company’s products can fluctuate significantly. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and to inventory items with long procurement cycles, some of which are not expected to be realized within one year.

Property and Equipment–Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives of one to fifty years (or the lesser of the term of the lease for leasehold improvements, as appropriate).

Debt Issuance Costs – Costs incurred to issue debt are deferred and amortized as interest expense over the term of the related debt. Unamortized debt issue costs are written off at the time of prepayment.

Goodwill and Intangible Assets – Under FASB ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and indefinite-lived intangible assets are reviewed at least annually for impairment. Acquired intangible assets with definite lives are amortized over their individual useful lives. Patents and other intangible assets are amortized using the straight-line method over periods ranging from three to thirty-four years.

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.

On at least an annual basis, management assesses whether there has been any impairment in the value of goodwill by first comparing the fair value to the net carrying value of reporting units. If the carrying value exceeds its estimated fair value, a second step is performed to compute the amount of the impairment. An impairment loss is recognized if the implied fair value of the asset being tested is less than its carrying value. In this event, the asset is written down accordingly. The fair values of reporting units for goodwill impairment testing are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. The sum of the fair values of the reporting units are evaluated based on market capitalization determined using average share prices within a reasonable period of time near the selected testing date (calendar year-end), plus an estimated control premium plus the fair value of the Company’s debt obligations.

Indefinite-lived intangible assets are tested at least annually for impairment. Impairment for intangible assets with indefinite lives exists if the carrying value of the intangible asset exceeds its fair value. The fair values of indefinite-lived intangible assets are determined using valuation techniques based on estimates, judgments and assumptions management believes are appropriate in the circumstances. For the years ended December 31, 2013, 2012 and 2011, the Company’s annual impairment testing yielded no impairments of goodwill or indefinite-lived intangible assets.

Long-Lived Assets – The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset's carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no impairments of long lived assets in 2013, 2012, and 2011.

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. Estimated warranty costs are included in the accrued liabilities on the consolidated balance sheet. The following table provides a reconciliation of the activity related to the Company's accrued warranty expense:

	Year Ended December 31,
	2013			2012			2011
Balance at beginning of period	$	63.2		$	51.5		$	38.0
Provision for warranty expense		42.6			37.5			34.5
Settlements of warranty claims		(38.8	)		(25.8	)		(21.0	)
Balance at end of period	$	67.0		$	63.2		$	51.5

Accounting for Stock-Based Compensation – The Company accounts for share-based compensation arrangements in accordance with the provisions of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), whereby share-based compensation cost is measured on the date of grant, based on the fair value of the award, and is recognized over the requisite service period.

Compensation cost recognized during the three years ended December 31, 2013 related to grants of restricted stock and restricted stock units. No compensation cost related to stock options was recognized during those periods as no options were granted during the three year period ended December 31, 2013 and all options were vested as of December 31, 2006.

The Company has established a qualified Employee Stock Purchase Plan. The Plan allows qualified employees (as defined in the plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price for each semi-annual stock purchase period. The fair value of employee purchase rights represents the difference between the closing price of the Company’s shares on the date of purchase and the purchase price of the shares. The value of the rights granted during the years ended December 31, 2013, 2012 and 2011 was $1.1, $0.9 and $0.7, respectively.

Treasury Stock – The Company may periodically repurchase shares of its common stock from employees for the satisfaction of their individual payroll tax withholding upon vesting of restricted stock and restricted stock units in connection with the Company’s Long Term Incentive Plan.The Company’s repurchases of common stock are recorded at the average cost of the common stock and are presented as a reduction of additional paid-in-capital. The Company repurchased 41,376, 60,266 and 161,297 shares of its common stock for $3.3, $2.6 and $6.0, respectively, during the years ended December 31, 2013, 2012 and 2011 respectively.

Research and Development – Research and development expenditures are expensed as incurred.

Foreign Currency Translation – The assets and liabilities of subsidiaries located outside the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Revenue and expense items are translated at the average exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are recognized currently in income, and those resulting from translation of financial statements are accumulated as a separate component of stockholders’ equity. The Company's European subsidiaries primarily utilize the British pound or the Euro as their local functional currency.

Concentration of Risk – The Company’s products and services are primarily concentrated within the aerospace industry with customers consisting primarily of commercial airlines, a wide variety of business jet customers and commercial aircraft manufacturers. In addition to the overall business risks associated with the Company’s concentration within the airline and aerospace industries, the Company is exposed to a concentration of collection risk on credit extended to commercial airlines and commercial aircraft manufacturers. The Company’s management performs ongoing credit evaluations on the financial condition of all of its customers and maintains allowances for uncollectible accounts receivable based on expected collectability. Credit losses have historically been within management's expectations and the provisions established.

Significant customers change from year to year depending on the level of refurbishment activity and/or the level of new aircraft purchases by such customers. During the years ended December 31, 2013 and 2012, the Boeing Company accounted for 11.6% and 11.1%, respectively, of the Company’s consolidated revenues. No other individual customers accounted for more than 10% of the Company’s consolidated revenues during the years ended December 31, 2013 and 2012 and during the year ended December 31, 2011 no single customer accounted for more than 10% of the Company’s consolidated revenues.

Recent Accounting Pronouncements

In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which updated the guidance in ASC Topic 740, Income Taxes. The amendments in ASU 2013-11, effective prospectively for the interim and annual periods beginning on or after December 15, 2013 (early adoption is permitted), generally provide guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. The adoption of ASU 2013-11 will not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of earnings if the amount being reclassified is required to be reclassified in its entirety to net earnings. For other amounts that are not required to be reclassified in their entirety to net earnings in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. The adoption of ASU 2013-02, effective January 1, 2013, did not impact the Company’s consolidated financial statements as there were no reclassifications out of accumulated other comprehensive income during the period.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
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	105.7	105.4

XML

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2013

STOCKHOLDERS' EQUITY

11.   STOCKHOLDERS' EQUITY

Earnings Per Share - Basic net earnings per common share is computed using the weighted average of common shares outstanding during the year. Diluted net earnings per common share reflects the potential dilution from assumed conversion of all dilutive securities such as stock options and unvested restricted stock using the treasury stock method. When the effects of the outstanding stock options are anti-dilutive, they are not included in the calculation of diluted earnings per common share. For the years ended December 31, 2013, 2012 and 2011, securities totaling approximately 0.1, 0.3, and 0.5 million shares, respectively, were excluded from the determination of diluted earnings per common share because the effect would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net earnings per share for the years ended December 31, 2013, 2012 and 2011:

	Year Ended December 31,
	2013		2012		2011
Numerator: net earnings	$	365.6	$	233.7	$	227.8
Denominator:
Denominator for basic earnings per share -
Weighted average shares (in millions)		103.2		102.2		101.1
Effect of dilutive securities -
Dilutive securities (in millions)		0.7		0.7		0.8
Denominator for diluted earnings per share -
Adjusted weighted average shares (in millions)		103.9		102.9		101.9
Basic net earnings per share	$	3.54	$	2.29	$	2.25
Diluted net earnings per share	$	3.52	$	2.27	$	2.24

Long Term Incentive Plan - The Company has a Long Term Incentive Plan under which the Company’s Compensation Committee may grant stock options, stock appreciation rights, restricted stock, restricted stock units or other forms of equity based or equity related awards.

During 2013, 2012 and 2011, the Company granted restricted stock to certain members of the Company’s Board of Directors and management. Restricted stock grants vest over four years and are granted at the discretion of the Compensation Committee of the Board of Directors. Certain awards also vest upon attainment of performance goals. Compensation cost is recorded on a straight-line basis over the vesting term of the shares based on the grant date value using the closing trading price. Share based compensation of $23.0, $23.4 and $25.1 was recorded during 2013, 2012, and 2011 respectively. Unrecognized compensation cost related to these grants was $53.6, $50.4, and $49.8 at December 31, 2013, 2012, and 2011, respectively.

The following table summarizes shares of restricted stock that were granted, vested, forfeited and outstanding:

	December 31, 2013							December 31, 2012
						Weighted							Weighted
				Weighted		Average					Weighted		Average
				Average		Remaining					Average		Remaining
	Shares			Grant Date		Vesting Period		Shares			Grant Date		Vesting Period
	(in thousands)			Fair Value		(in years)		(in thousands)			Fair Value		(in years)
Outstanding, beginning of
period		1,646		$	37.67		2.52		1,940		$	29.08		2.44
Shares granted		342			83.84		--		634			44.13		--
Shares vested		(645	)		33.81		--		(827	)		23.50		--
Shares forfeited		(95	)		37.32		--		(101	)		30.87		--
Outstanding, end of period		1,248			52.67		2.37		1,646			37.67		2.52

      During the year ended December 31, 2013, the Company granted 12,081 units of restricted stock. During the years ended December 31, 2012 and 2011, the Company did not grant restricted stock units. During the year ended December 31, 2013, no restricted stock units were forfeited. As of December 31, 2013, the weighted average remaining vesting period for the 12,081 outstanding restricted stock units was 3.17 years.

No stock options were granted during the three years ended December 31, 2013 and no related stock compensation was recognized as all options were fully vested as of December 31, 2006. Outstanding stock options at December 31, 2013, 2012 and 2011 totaled approximately 31,500, 51,000, and 101,000, all of which were exercisable. During the years ended December 31, 2013, 2012 and 2011, 19,525, 45,040 and 26,568 stock options were exercised with an aggregate intrinsic value of $1.1, $1.7 and $0.9, respectively, determined as of the date of option exercise. The aggregate intrinsic value of outstanding options as of December 31, 2013 was $2.4.

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Feb. 12, 2014	Jun. 28, 2013
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Trading Symbol	BEAV
Entity Registrant Name	B/E AEROSPACE INC
Entity Central Index Key	0000861361
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		105,098,010
Entity Public Float			$ 6,648,000,000

XML

EMPLOYEE STOCK PURCHASE PLAN

12 Months Ended

Dec. 31, 2013

EMPLOYEE STOCK PURCHASE PLAN

12.   EMPLOYEE STOCK PURCHASE PLAN

The Company has established a qualified Employee Stock Purchase Plan, the terms of which allow for qualified employees (as defined in the Plan) to participate in the purchase of designated shares of the Company's common stock at a price equal to 85% of the closing price on the last business day of each semi-annual stock purchase period. The Company issued approximately 101,000, 136,000 and 114,000 shares of common stock during the years ended December 31, 2013, 2012 and 2011, respectively, pursuant to this plan at a weighted average price per share of $61.96, $39.44, and $33.76, respectively.

XML

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Revenues	$ 3,483.7		$ 3,085.3		$ 2,499.8
Cost of sales	2,154.8		1,921.2		1,563.5
Selling, general and administrative	478.7		432.4		349.7
Research, development and engineering	220.9		191.7		158.6
Operating earnings	629.3	[1]	540.0	[1]	428.0	[1]
Interest expense	122.5		124.4		105.0
Debt prepayment costs			82.1
Earnings before income taxes	506.8		333.5		323.0
Income tax expense	141.2		99.8		95.2
Net earnings	365.6		233.7		227.8
Other comprehensive income (loss):
Foreign currency translation adjustment and other	28.1		37.8		(13.9)
Comprehensive income	$ 393.7		$ 271.5		$ 213.9
Net earnings per share - basic	$ 3.54		$ 2.29		$ 2.25
Net earnings per share - diluted	$ 3.52		$ 2.27		$ 2.24
Weighted average common shares - basic	103.2		102.2		101.1
Weighted average common shares - diluted	103.9		102.9		101.9

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

XML

ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2013

ACCRUED LIABILITIES

6.     ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31,		December 31,
	2013		2012
Accrued salaries, vacation and related benefits	$	103.2	$	93.8
Accrued product warranties		67.0		63.2
Accrued interest		28.2		28.2
Income taxes payable		28.7		29.5
Deferred revenue		152.9		118.2
Other accrued liabilities		141.2		141.3
	$	521.2	$	474.2

Deferred revenue includes billings in excess of costs and estimated earnings of $25.5 and $19.0 at December 31, 2013 and 2012, respectively.

XML

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2013

GOODWILL AND INTANGIBLE ASSETS

5.     GOODWILL AND INTANGIBLE ASSETS

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

		December 31, 2013						December 31, 2012
						Net						Net
	Useful Life	Original		Accumulated		Book		Original		Accumulated		Book
	(Years)	Cost		Amortization		Value		Cost		Amortization		Value
Customer contracts and
relationships	8-30	$	424.0	$	85.7	$	338.3	$	410.8	$	64.0	$	346.8
Acquired technologies	5-34		126.6		54.4		72.2		127.7		50.6		77.1
Replacement parts annuity
and product approvals	7-22		7.9		6.0		1.9		28.3		25.7		2.6
Technical qualifications,
plans and drawings	10-22		19.3		16.2		3.1		26.9		22.7		4.2
Trademarks and patents	3-20		23.0		15.4		7.6		27.1		19.4		7.7
Covenants not to compete	4-5		5.5		1.7		3.8		3.3		0.8		2.5
Trade names	15-indefinite		45.7		0.4		45.3		43.6		-		43.6
		$	652.0	$	179.8	$	472.2	$	667.7	$	183.2	$	484.5

Amortization expense of intangible assets was $30.7, $29.1 and $25.0 for the years ended December 31, 2013, 2012 and 2011, respectively. Indefinite lived intangible assets were $21.5 and $43.6 as of December 31, 2013 and 2012, respectively. Amortization expense associated with identified intangible assets as of December 31, 2013 is expected to be approximately $37 in each of the next five years. The future amortization amounts are estimates and exclude amounts related to LT Energy Services (“LT”) and Wildcat Wireline (“Wildcat”), which were not acquired until 2014. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods, or other factors.

In accordance with ASC 350, goodwill is not amortized but is subject to an annual impairment test. As of December 31, 2013, the Company completed step one of the impairment test and fair value analysis for goodwill, and no impairment loss was recorded during the years ended December 31, 2013,  2012 or 2011. The accumulated goodwill impairment loss (incurred in 2008) was $369.3 as of December 31, 2013.

The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:

	Commercial		Consumables		Business
	Aircraft		Management		Jet			Total
Balance as of
December 31, 2011	$	384.2	$	535.4	$	88.7		$	1,008.3
Acquisitions		2.5		450.6		1.5			454.6
Effect of foreign
currency translation		1.7		19.8		(0.2	)		21.3
Balance as of
December 31, 2012		388.4		1,005.8		90.0			1,484.2
Acquisitions		-		58.7		-			58.7
Effect of foreign
currency translation		6.2		22.0		(0.1	)		28.1
Balance as of
December 31, 2013	$	394.6	$	1,086.5	$	89.9		$	1,571.0

XML

VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2013

VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(In millions)

	Balance
	At								Balance
	Beginning						Write-		At End
	Of						Offs/		Of
	Period		Expenses		Other		Disposals		Period
Deducted From Assets:
Allowance for doubtful accounts:
Year ended December 31, 2013	$	12.1	$	1.3	$	0.4	$	3.4	$	10.4
Year ended December 31, 2012		8.2		4.8		1.0		1.9		12.1
Year ended December 31, 2011		7.4		1.9		--		1.1		8.2
Reserve for obsolete inventories:
Year ended December 31, 2013	$	63.5	$	11.2	$	--	$	10.3	$	64.4
Year ended December 31, 2012		49.8		20.7		--		7.0		63.5
Year ended December 31, 2011		45.3		15.9		--		11.4		49.8
Deferred tax asset valuation allowance:
Year ended December 31, 2013	$	26.5	$	--	$	4.6	$	--	$	31.1
Year ended December 31, 2012		20.1		--		6.4		--		26.5
Year ended December 31, 2011		14.4		--		5.7		--		20.1

XML

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2013

SEGMENT REPORTING

13.   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. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operational 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”).

The following table presents revenues and other financial information by business segment:

	Year Ended December 31, 2013
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,784.7	$	1,280.4	$	418.6	$	3,483.7
Operating earnings (1)		320.3		240.0		69.0		629.3
Total assets(2)		2,016.5		3,212.8		466.9		5,696.2
Goodwill		394.6		1,086.5		89.9		1,571.0
Capital expenditures(3)		96.5		40.6		17.8		154.9
Depreciation and amortization(3)		50.4		29.8		9.4		89.6

	Year Ended December 31, 2012
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,551.2	$	1,171.0	$	363.1	$	3,085.3
Operating earnings (1)		271.3		216.7		52.0		540.0
Total assets(2)		1,719.1		3,006.7		380.6		5,106.4
Goodwill		388.4		1,005.8		90.0		1,484.2
Capital expenditures(3)		92.5		22.6		10.3		125.4
Depreciation and amortization(3)		42.3		25.0		7.7		75.0

	Year Ended December 31, 2011
	Commercial		Consumables		Business
	Aircraft		Management		Jet		Consolidated
Revenues	$	1,302.0	$	943.5	$	254.3	$	2,499.8
Operating earnings (1)		216.0		183.1		28.9		428.0
Total assets(2)		1,387.0		2,120.2		330.1		3,837.3
Goodwill		384.2		535.4		88.7		1,008.3
Capital expenditures(3)		51.6		17.6		6.8		76.0
Depreciation and amortization(3)		36.0		19.7		6.4		62.1

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

(2) Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

(3) Corporate capital expenditures and depreciation and amortization have been allocated to the above segments in a manner consistent with our corporate expense allocations.

Geographic Information

The Company operates principally in three geographic areas, the United States, Europe (primarily the United Kingdom) and emerging markets, such as Asia, Pacific Rim, and the Middle East. There were no significant transfers among geographic areas during these periods.

The following table presents revenues and operating earnings based on the originating location for the years ended December 31, 2013, 2012 and 2011. Additionally, it presents all identifiable assets related to the operations in each geographic area as of December 31, 2013 and 2012:

	Year Ended December 31,
	2013		2012		2011
Revenues:
Domestic	$	2,420.9	$	2,230.1	$	1,750.2
Foreign		1,062.8		855.2		749.6
	$	3,483.7	$	3,085.3	$	2,499.8
Operating earnings:
Domestic	$	367.8	$	334.2	$	246.9
Foreign		261.5		205.8		181.1
	$	629.3	$	540.0	$	428.0
	December 31,
Identifiable assets:		2013		2012
Domestic	$	4,482.7	$	3,817.0
Foreign		1,213.5		1,289.4
	$	5,696.2	$	5,106.4

Revenues by geographic area, based on destination, for the years ended December 31, 2013, 2012, and 2011 were as follows:

	Year Ended December 31,
	2013					2012					2011
			% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
U.S.	$	1,533.3		44.0	%	$	1,499.5		48.6	%	$	1,296.4		51.9	%
Europe		894.0		25.7	%		755.9		24.5	%		606.0		24.2	%
Asia, Pacific Rim,
Middle East and other		1,056.4		30.3	%		829.9		26.9	%		597.4		23.9	%
	$	3,483.7		100.0	%	$	3,085.3		100.0	%	$	2,499.8		100.0	%

Export revenues from the United States to customers in foreign countries amounted to $1,074.9, $896.4 and $617.7 in the years ended December 31, 2013, 2012 and 2011, respectively.

XML

INCOME TAXES

12 Months Ended

Dec. 31, 2013

INCOME TAXES

9.     INCOME TAXES

The components of earnings before incomes taxes were:

	Year Ended December 31,
	2013		2012		2011
Earnings before income taxes
United States	$	278.8	$	167.7	$	142.1
Foreign		228.0		165.8		180.9
Earnings before income taxes	$	506.8	$	333.5	$	323.0

Income tax expense consists of the following:

	Year Ended December 31,
	2013		2012		2011
Current:
Federal	$	58.9	$	22.3	$	1.8
State		6.7		3.0		2.3
Foreign		41.3		24.6		28.5
		106.9		49.9		32.6
Deferred:
Federal		30.0		41.6		52.4
State		2.5		2.2		3.9
Foreign		1.8		6.1		6.3
		34.3		49.9		62.6
Total income tax expense	$	141.2	$	99.8	$	95.2

The difference between income tax expense and the amount computed by applying the statutory U.S. federal income tax rate (35%) to the pre-tax earnings consists of the following:

	Year Ended December 31,
	2013			2012			2011
Statutory federal income tax expense	$	177.4		$	116.7		$	113.0
U.S. state income taxes		9.7			5.9			6.0
Foreign tax rate differential		(36.2	)		(36.0	)		(27.8	)
Non-deductible charges/losses and other		4.2			14.8			8.0
Research and development credit		(13.9	)		(1.6	)		(4.0	)
	$	141.2		$	99.8		$	95.2

The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets and liabilities consist of the following:

	December 31,
	2013			2012
Deferred tax assets:
Inventory reserves	$	20.8		$	21.7
Warranty reserves		14.1			12.5
Accrued liabilities		31.0			37.5
Net operating loss carryforward		24.0			22.4
Research and development
credit carry forward		7.3			18.8
Alternative minimum
tax credit carryforward		5.0			5.0
Other		10.0			5.6
	$	112.2		$	123.5
Deferred tax liabilities:
Book to tax revenue differences		(13.4	)		(31.7	)
Intangible assets		(168.4	)		(127.9	)
Depreciation		(34.4	)		(38.2	)
Software development costs		(0.7	)		(0.7	)
		(216.9	)		(198.5	)
Net deferred tax liability before valuation
allowance		(104.7	)		(75.0	)
Valuation allowance		(31.1	)		(26.5	)
Net deferred tax liability	$	(135.8	)	$	(101.5	)

The Company maintained a valuation allowance of $31.1 as of December 31, 2013 primarily related to foreign net operating losses.

As of December 31, 2013, the Company had state and foreign net operating loss carryforwards of approximately $34.4 and $75.3, respectively. The state net operating loss carryforwards begin to expire in 2014. As of December 31, 2013, the Company had federal and state research and development tax credit carryforwards of $7.3, which expire from 2014 to 2028.

The Company has not provided for any residual U.S. income taxes on the approximately $800 of earnings from its foreign subsidiaries because such earnings are intended to be indefinitely reinvested. It is not practicable to determine the amount of U.S. income and foreign withholding tax payable in the event all such foreign earnings are repatriated.

In 2013, the Company recognized tax deductions of $21.6 related to stock option exercises and restricted share vestings. Pursuant to ASC 718, these deductions are not deemed realized until they reduce taxes payable. During 2013, the Company recorded a credit to additional paid-in capital of $8.3 as these deductions reduced our current year tax liability.

 A reconciliation of the beginning and ending amounts of gross uncertain tax positions is presented below:

	2013		2012		2011
Balance, beginning of the period	$	34.6	$	21.7	$	21.5
Additions for current year tax positions		10.8		10.6		6.1
Additions for tax positions of prior years		2.1		2.3		--
Currency fluctuations		--		--		(0.1	)
Settlements with taxing authorities		--		--		(5.8	)
Balance, end of the period	$	47.5	$	34.6	$	21.7

The difference between the gross uncertain tax position of $47.5 and the liability for unrecognized tax benefits of $45.0 is due to the netting of certain items when calculating the liability for unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, the Company does not expect the change to have a material impact on the Company’s consolidated financial statements.

The Company completed its U.S. federal income tax examination during 2011 for year 2006 with immaterial adjustments, and with minor exceptions, the Company is currently open to audit by the tax authorities for the seven tax years ending December 31, 2013. There are currently no material income tax audits in progress.

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 $2.0 as of December 31, 2013 and 2012.

XML

Employee Retirement Plans - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Compensation expense	$ 1.7	$ 1.6	$ 1.1
Savings and Investment Plan
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total expense for plans established pursuant to Section 401(k)	11.3	10.1	8.5
Hourly Tax-Sheltered Retirement Plan
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Total expense for plans established pursuant to Section 401(k)	$ 0.3	$ 0.3	$ 0.3
Maximum
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined contribution savings and investment plan, employees contribution rate	100.00%
First 3% of employee contributions
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Employer matching percentage of employee contributions	100.00%
The next 2% of employee contributions
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Employer matching percentage of employee contributions	50.00%

XML

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2013

LONG-TERM DEBT

7.    LONG-TERM DEBT

Long-term debt consists of the following:

	December 31,		December 31,
	2013		2012
5.25% Notes	$	1,313.7	$	1,315.0
6.875% Notes		645.7		645.2
Other		-		0.3
		1,959.4		1,960.5
Less current portion of long-term debt		-		(0.3	)
	$	1,959.4	$	1,960.2

In March 2012, the Company issued $500.0 aggregate principal amount of 5.25% senior notes due 2022 (the “5.25% Notes”), in an offering pursuant to the Securities Act of 1933, as amended. The notes are senior unsecured debt obligations of the Company. In July 2012, the Company issued $800.0 additional 5.25% Notes, at an effective yield of 4.9% as an add-on to the existing 5.25% Notes. During 2012, the Company redeemed $600.0 of its 8.5% senior unsecured notes due 2018 (the “8.5% Notes”). The Company incurred a loss on debt extinguishment of $82.1 related to unamortized debt issue costs and fees and expenses related to the repurchase of its 8.5% Notes during 2012.

As of December 31, 2013, long-term debt consisted of $1,300.0 aggregate principal amount ($1,313.7 inclusive of original issue premium) of its 5.25% Notes, which had an effective yield of approximately 5.0%, and $650.0 aggregate principal amount ($645.7 net of original issue discount) of 6.875% senior unsecured notes due 2020 (the “6.875% Notes). The Company also has a $950.0 revolving credit facility, as amended and restated as of August 3, 2012, (the “Revolving Credit Facility”), none of which was drawn at December 31, 2013 and 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) plus 200 basis points or Prime (as defined in the Revolving Credit Facility) plus 100 basis points. If drawn, as of December 31, 2013, the rate under the Revolving Credit Facility would have been approximately 2.25%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $6.1 at December 31, 2013.

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.0 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 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 December 31, 2013.

Maturities of long-term debt, excluding the $4.3 unamortized original issue discount on the 6.875% Notes and the $13.7 unamortized original issue premium on the 5.25% Notes, are as follows:

Year Ending December 31,
2014	$	--
2015		--
2016		--
2017		--
2018		--
Thereafter		1,950.0
Total	$	1,950.0

Interest expense amounted to $123.3, $124.6 and $105.5 for the years ended December 31, 2013, 2012 and 2011, respectively.

XML

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS

12 Months Ended

Dec. 31, 2013

COMMITMENTS, CONTINGENCIES AND OFF-BALANCE-SHEET ARRANGEMENTS

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 on the consolidated balance sheets. At December 31, 2013, future minimum lease payments under these arrangements approximated $322.4, of which $285.0 is related to long-term real estate leases.

Rent expense for the years ended December 31, 2013, 2012 and 2011 was $50.8, $49.5 and $29.3, respectively. Future payments under operating leases with terms greater than one year as of December 31, 2013 are as follows:

Year Ending December 31,
2014	$	42.8
2015		40.3
2016		38.0
2017		33.7
2018		30.1
Thereafter		137.5
Total	$	322.4

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 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 delivery, design, manufacture and sale of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Many of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events that are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to the accompanying consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.
 

    Employment Agreements – The Company has employment and compensation agreements with three key officers of the Company. An agreement for one of the officers provides for the officer to earn a minimum of $1.3 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, as well as a retirement compensation payment equal to 1.5 times the base salary.

One other agreement provides for an officer to receive annual minimum compensation of $0.9 per year through a three-year period ending from any date after which it is measured, adjusted as determined by the Company’s Compensation Committee of the Board of Directors, and for the Company to make a retirement compensation payment equal to 7.5% of the officer’s then current year annual salary to a supplemental executive retirement plan (“SERP”) established by the Company.

One other agreement provides for an officer to receive annual minimum compensation of $0.6 per year through a three-year period ending from any date after which it is measured, adjusted annually for changes in the consumer price index (as defined) or as determined by the Company's Compensation Committee of the Board of Directors, and to receive a retirement compensation payment equal to 50% of the officer’s average three years' annual salary (as defined).

 In addition, the Company has employment agreements with certain other key members of management expiring on various dates through the year 2015. The Company's employment agreements generally provide for certain protections in the event of a change of control. These protections generally include the payment of severance and related benefits under certain circumstances in the event of a change of control, and for the Company to reimburse such officers for the amount of any excise taxes associated with such benefits.

XML

EMPLOYEE RETIREMENT PLANS

12 Months Ended

Dec. 31, 2013

EMPLOYEE RETIREMENT PLANS

10.   EMPLOYEE RETIREMENT PLANS

The Company sponsors and contributes to a qualified, defined contribution savings and investment plan, covering substantially all U.S. employees. The B/E Aerospace, Inc. Savings Plan was established pursuant to Section 401(k) of the Internal Revenue Code. Under the terms of this plan, covered employees may contribute up to 100% of their pay, limited to certain statutory maximum contributions for 2013. Participants are vested in matching contributions immediately and the matching percentage is 100% of the first 3% of employee contributions and 50% on the next 2% of employee contributions. Total expense for the plan was $11.3, $10.1 and $8.5 for the years ended December 31, 2013, 2012 and 2011. In addition, the Company contributes to the B/E Aerospace, Inc. Hourly Tax-Sheltered Retirement Plan. This plan was established pursuant to Section 401(k) of the Internal Revenue Code and covers certain U.S. union employees. Total expense for the plan was $0.3 for each of the years ended December 31, 2013, 2012 and 2011. The Company also sponsors and contributes to a SERP for certain other employees. The B/E Aerospace, Inc. Deferred Compensation Plan was established pursuant to Section 409A of the Internal Revenue Code. The SERP is an unfunded plan maintained for the purpose of providing deferred compensation for certain employees. This plan allows certain employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred. The Company makes cash matching contributions and earnings on deferrals. Compensation expense under this program was $1.7, $1.6 and $1.1 in 2013, 2012 and 2011, respectively. The Company and its subsidiaries participate in government-sponsored programs in certain foreign countries. The Company funds these plans based on legal requirements, tax considerations, local practices and investment opportunities.

XML

Employee Stock Purchase Plan - Additional information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 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%
Employee Stock Purchase Plan, common stock issued	101,000	136,000	114,000
Employee Stock Purchase Plan, weighted average price per share	$ 61.96	$ 39.44	$ 33.76

XML

Revenues and other Financial Information by Business Segment (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Total assets	$ 5,696.2	[1]	$ 5,106.4	[1]	$ 3,837.3	[1]
Corporate, Non-Segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Total assets	$ 736.8		$ 599.4		$ 304.6

[1] Corporate assets (including cash and cash equivalents) of $736.8, $599.4 and $304.6 at December 31, 2013, 2012 and 2011, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

XML

Restricted Stock Shares Granted, Vested, Forfeited and Outstanding (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restricted Shares
Outstanding, beginning of period	1,646	1,940
Shares granted	342	634
Shares vested	(645)	(827)
Shares forfeited	(95)	(101)
Outstanding, end of period	1,248	1,646	1,940
Weighted Average Grant Date Fair Value
Outstanding, beginning of period	$ 37.67	$ 29.08
Shares granted	$ 83.84	$ 44.13
Shares vested	$ 33.81	$ 23.50
Shares forfeited	$ 37.32	$ 30.87
Outstanding, end of period	$ 52.67	$ 37.67	$ 29.08
Weighted Average Remaining Vesting Period
Weighted Average Remaining Vesting Period	2 years 4 months 13 days	2 years 6 months 7 days	2 years 5 months 9 days

XML

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2013

Computation of Basic and Diluted Net Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share for the years ended December 31, 2013, 2012 and 2011:

	Year Ended December 31,
	2013		2012		2011
Numerator: net earnings	$	365.6	$	233.7	$	227.8
Denominator:
Denominator for basic earnings per share -
Weighted average shares (in millions)		103.2		102.2		101.1
Effect of dilutive securities -
Dilutive securities (in millions)		0.7		0.7		0.8
Denominator for diluted earnings per share -
Adjusted weighted average shares (in millions)		103.9		102.9		101.9
Basic net earnings per share	$	3.54	$	2.29	$	2.25
Diluted net earnings per share	$	3.52	$	2.27	$	2.24

Restricted Stock Shares Granted, Vested, Forfeited and Outstanding

The following table summarizes shares of restricted stock that were granted, vested, forfeited and outstanding:

	December 31, 2013							December 31, 2012
						Weighted							Weighted
				Weighted		Average					Weighted		Average
				Average		Remaining					Average		Remaining
	Shares			Grant Date		Vesting Period		Shares			Grant Date		Vesting Period
	(in thousands)			Fair Value		(in years)		(in thousands)			Fair Value		(in years)
Outstanding, beginning of
period		1,646		$	37.67		2.52		1,940		$	29.08		2.44
Shares granted		342			83.84		--		634			44.13		--
Shares vested		(645	)		33.81		--		(827	)		23.50		--
Shares forfeited		(95	)		37.32		--		(101	)		30.87		--
Outstanding, end of period		1,248			52.67		2.37		1,646			37.67		2.52

XML

Maturities of Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Debt Instrument [Line Items]
2014
2015
2016
2017
2018
Thereafter	1,950.0
Total	$ 1,950.0

XML

SELECTED QUARTERLY DATA (Unaudited)

12 Months Ended

Dec. 31, 2013

SELECTED QUARTERLY DATA (Unaudited)

15.  SELECTED QUARTERLY DATA (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2013 and December 31, 2012 are as follows:

	Year Ended December 31, 2013
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Revenues	$	842.2	$	850.3	$	888.1	$	903.1
Gross profit		319.1		326.8		342.3		340.7
Net earnings		89.9		92.4		92.7		90.6
Basic net earnings per share (1)		0.87		0.90		0.90		0.88
Diluted net earnings per share (1)		0.87		0.89		0.89		0.87

	Year Ended December 31, 2012
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Revenues	$	747.3	$	768.1	$	766.7	$	803.2
Gross profit		283.5		293.3		288.3		299.0
Net earnings(2)		68.8		71.2		18.5		75.2
Basic net earnings per share (1)		0.67		0.70		0.18		0.73
Diluted net earnings per share (1)		0.67		0.69		0.18		0.73

(1) Net earnings per share are computed individually for each quarter presented. Therefore, the sum of the quarterly net earnings per share may not necessarily equal the total for the year.

(2) Third quarter 2012 net earnings reflect debt prepayment costs of $82.1.

XML

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2013

Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the current estimates of fair values of assets acquired and liabilities assumed in the 2013 Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

Accounts receivable-trade	$	10.9
Inventories		3.9
Other current and non-current assets		0.2
Property and equipment		34.3
Goodwill		58.7
Identified intangibles		17.1
Accounts payable		(9.9	)
Other current and non-current liabilities		(0.6	)
Total purchase price	$	114.6

XML

Long Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 1,959.4	$ 1,960.5
Less current portion of long-term debt		(0.3)
Long-term debt, net of current maturities	1,959.4	1,960.2
Senior Unsecured Notes 5.25 Percent Due 2022
Debt Instrument [Line Items]
Senior notes	1,313.7	1,315.0
Senior Unsecured Notes 6.875 Percent Due 2020
Debt Instrument [Line Items]
Senior notes	645.7	645.2
Other Long Term Debt
Debt Instrument [Line Items]
Senior notes		$ 0.3

XML

Inventories (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventory [Line Items]
Purchased materials and component parts	$ 243.4	$ 186.3
Work-in-process	484.0	371.8
Finished goods	1,216.4	1,194.8
Inventories	$ 1,943.8	$ 1,752.9

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Millions, except Share data	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Beginning Balance at Dec. 31, 2010	$ 1,604.0	$ 1.0	$ 1,562.8	$ 96.2	$ (56.0)
Beginning Balance (shares) at Dec. 31, 2010		103,500,000
Sale of stock under employee stock purchase plan (in shares)	114,000	114,000
Sale of stock under employee stock purchase plan	4.5		4.5
Purchase of treasury stock	(6.0)		(6.0)
Exercise of stock options (in shares)	26,568	100,000
Exercise of stock options	0.1		0.1
Restricted stock grants (in shares)		700,000
Restricted stock grants	25.3		25.3
Tax benefits realized from prior exercises of employee stock options and restricted stock	30.8		30.8
Net earnings	227.8			227.8
Foreign currency translation adjustment and other	(13.9)				(13.9)
Ending Balance at Dec. 31, 2011	1,872.6	1.0	1,617.5	324.0	(69.9)
Ending Balance (shares) at Dec. 31, 2011		104,400,000
Sale of stock under employee stock purchase plan (in shares)	136,000	136,000
Sale of stock under employee stock purchase plan	6.3		6.3
Purchase of treasury stock	(2.6)		(2.6)
Exercise of stock options (in shares)	45,040	100,000
Exercise of stock options	0.3		0.3
Restricted stock grants (in shares)		800,000
Restricted stock grants	23.8	0.1	23.7
Tax benefits realized from prior exercises of employee stock options and restricted stock	7.0		7.0
Net earnings	233.7			233.7
Foreign currency translation adjustment and other	37.8				37.8
Ending Balance at Dec. 31, 2012	2,178.9	1.1	1,652.2	557.7	(32.1)
Ending Balance (shares) at Dec. 31, 2012		105,400,000
Sale of stock under employee stock purchase plan (in shares)	101,000	101,000
Sale of stock under employee stock purchase plan	7.3		7.3
Purchase of treasury stock	(3.3)		(3.3)
Exercise of stock options (in shares)	19,525
Exercise of stock options	0.2		0.2
Restricted stock grants (in shares)		200,000
Restricted stock grants	23.2		23.2
Tax benefits realized from prior exercises of employee stock options and restricted stock	9.2		9.2
Net earnings	365.6			365.6
Foreign currency translation adjustment and other	28.1				28.1
Ending Balance at Dec. 31, 2013	$ 2,609.2	$ 1.1	$ 1,688.8	$ 923.3	$ (4.0)
Ending Balance (shares) at Dec. 31, 2013		105,700,000

XML

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2013

PROPERTY AND EQUIPMENT

4.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	Useful Life	December 31,			December 31,
	(Years)	2013			2012
Buildings and improvements	1 - 50	$	123.0		$	112.8
Machinery	1 - 20		197.8			134.2
Tooling	1 - 15		84.3			70.0
Computer equipment and software	1 - 10		276.9			216.3
Furniture and equipment	1 - 15		32.7			24.7
			714.7			558.0
Less accumulated depreciation			(289.0	)		(255.1	)
		$	425.7		$	302.9

Depreciation expense was $58.9, $45.9 and $37.1 for the years ended December 31, 2013, 2012 and 2011, respectively.

XML

Tax Effects of Temporary Differences and Carryforwards that Give Rise to Deferred Income Tax Assets and Liabilities (Detail) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Inventory reserves	$ 20.8	$ 21.7
Warranty reserves	14.1	12.5
Accrued liabilities	31.0	37.5
Net operating loss carryforward	24.0	22.4
Research and development credit carry forward	7.3	18.8
Alternative minimum tax credit carryforward	5.0	5.0
Other	10.0	5.6
Deferred Tax Assets, Gross, Total	112.2	123.5
Deferred tax liabilities:
Book to tax revenue differences	(13.4)	(31.7)
Intangible assets	(168.4)	(127.9)
Depreciation	(34.4)	(38.2)
Software development costs	(0.7)	(0.7)
Deferred Tax Liabilities, Net	(216.9)	(198.5)
Net deferred tax liability before valuation allowance	(104.7)	(75.0)
Valuation allowance	(31.1)	(26.5)
Net deferred tax liability	$ (135.8)	$ (101.5)

XML

Revenues by Geographic Area Based on Destination (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting, Asset Reconciling Item [Line Items]
Revenues	$ 903.1	$ 888.1	$ 850.3	$ 842.2	$ 803.2	$ 766.7	$ 768.1	$ 747.3	$ 3,483.7	$ 3,085.3	$ 2,499.8
% of Revenues									100.00%	100.00%	100.00%
UNITED STATES
Segment Reporting, Asset Reconciling Item [Line Items]
Revenues									1,533.3	1,499.5	1,296.4
% of Revenues									44.00%	48.60%	51.90%
Europe
Segment Reporting, Asset Reconciling Item [Line Items]
Revenues									894.0	755.9	606.0
% of Revenues									25.70%	24.50%	24.20%
Asia, Pacific Rim, Middle East and other
Segment Reporting, Asset Reconciling Item [Line Items]
Revenues									$ 1,056.4	$ 829.9	$ 597.4
% of Revenues									30.30%	26.90%	23.90%

XML

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2013

Inventories

Inventories consist of the following:

	December 31,		December 31,
	2013		2012
Purchased materials and component parts	$	243.4	$	186.3
Work-in-process		484.0		371.8
Finished goods		1,216.4		1,194.8
	$	1,943.8	$	1,752.9

XML

Subsequent Events - Additional Information (Detail) (Subsequent Event, LT Energy Services and Wildcat Wireline, USD $) In Millions, unless otherwise specified	2 Months Ended
	Feb. 20, 2014
Subsequent Event | LT Energy Services and Wildcat Wireline
Subsequent Event [Line Items]
Business acquisition cash paid	$ 255

XML

Reconciliation of Activity Related to Company's Accrued Warranty Expense (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Accrued Warranty [Line Items]
Balance at beginning of period	$ 63.2	$ 51.5	$ 38.0
Provision for warranty expense	42.6	37.5	34.5
Settlements of warranty claims	(38.8)	(25.8)	(21.0)
Balance at end of period	$ 67.0	$ 63.2	$ 51.5

XML

FAIR VALUE INFORMATION

12 Months Ended

Dec. 31, 2013

FAIR VALUE INFORMATION

14.   FAIR VALUE INFORMATION

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

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

Level 2 – 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 December 31, 2013 and 2012. The fair value of the Company’s senior notes, based on market prices for publicly-traded debt (which the Company classifies as Level 2 inputs), was $2,058.5 and $2,103.8 as of December 31, 2013 and December 31, 2012, respectively.

The fair value information presented herein is based on pertinent information available to management at December 31, 2013 and 2012, respectively. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented herein.