10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For The Quarterly Period Ended June 30, 2014

Commission File No. 0-18348

B/E AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

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

1400 Corporate Center Way

Wellington, Florida 33414-2105

(Address of principal executive offices)

(561) 791-5000

(Registrant's telephone number, including area code)

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

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

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 o Non-accelerated filer (do not check if a smaller reporting company) o Smaller reporting company o

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

The registrant has one class of common stock, $0.01 par value, of which 105,302,650 shares were outstanding as of July 23, 2014.

B/E AEROSPACE, INC.

Form 10-Q for the Quarter Ended June 30, 2014

Table of Contents

		Page
Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets
	as of June 30, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Earnings
	and Comprehensive Income for the Three and
	Six Months Ended June 30, 2014 and 2013	4
	Condensed Consolidated Statements of Cash Flows for the
	Six Months Ended June 30, 2014 and 2013	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
Part II	Other Information
Item 6.	Exhibits	26
Signatures		28

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PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In Millions, Except Share Data)

	June 30,		December 31,
	2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	216.5	$	637.8
Accounts receivable – trade, less allowance for doubtful
accounts ($10.8 at June 30, 2014 and $10.4 at December 31, 2013)		676.2		484.1
Inventories		2,133.1		1,943.8
Deferred income taxes		31.5		29.4
Other current assets		91.8		64.6
Total current assets		3,149.1		3,159.7
Property and equipment, net of accumulated depreciation
($331.5 at June 30, 2014 and $289.0 at December 31, 2013)		658.8		425.7
Goodwill		2,297.1		1,571.0
Identifiable intangible assets, net of accumulated amortization
($198.2 at June 30, 2014 and $179.8 at December 31, 2013)		666.1		472.2
Other assets		77.3		67.6
		6,848.4		5,696.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	443.9	$	357.9
Accrued liabilities		650.6		521.2
Total current liabilities		1,094.5		879.1
Long-term debt		2,627.0		1,959.4
Deferred income taxes		176.7		165.0
Other non-current liabilities		91.6		83.5
Commitments, contingencies and off-balance sheet
arrangements (Note 8)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 million shares
authorized; no shares outstanding		--		--
Common stock, $0.01 par value; 200.0 million shares
authorized; 105.9 million shares issued as of June 30, 2014
and 105.7 million shares issued as of December 31, 2013		1.1		1.1
Additional paid-in capital		1,711.3		1,688.8
Retained earnings		1,140.9		923.3
Accumulated other comprehensive income (loss)		5.3		(4.0	)
Total stockholders’ equity		2,858.6		2,609.2
	$	6,848.4	$	5,696.2

See accompanying notes to condensed consolidated financial statements

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B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME (UNAUDITED)

(In Millions, Except Per Share Data)

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2014			2013			2014			2013
Revenues	$	1,089.5		$	850.3		$	2,100.7		$	1,692.5
Cost of sales		682.9			523.5			1,317.4			1,046.6
Selling, general and administrative		150.3			117.3			273.3			229.5
Research, development and engineering		71.0			50.8			141.7			104.1
Operating earnings		185.3			158.7			368.3			312.3
Operating earnings, as percentage
of revenues		17.0	%		18.7	%		17.5	%		18.5	%
Interest expense		31.7			30.5			62.3			61.1
Earnings before income taxes		153.6			128.2			306.0			251.2
Income taxes		45.0			35.8			88.4			68.9
Net earnings		108.6			92.4			217.6			182.3
Other comprehensive income (loss):
Foreign currency translation
adjustment and other		5.4			7.7			9.3			(31.0	)
Comprehensive income	$	114.0		$	100.1		$	226.9		$	151.3
Net earnings per common share:
Basic	$	1.05		$	0.90		$	2.09		$	1.77
Diluted	$	1.04		$	0.89		$	2.08		$	1.76
Weighted average common shares:
Basic		103.9			103.1			103.9			103.1
Diluted		104.5			103.9			104.4			103.8

See accompanying notes to condensed consolidated financial statements.

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B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Millions)

	SIX MONTHS ENDED
	JUNE 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	217.6		$	182.3
Adjustments to reconcile net earnings to net cash flows provided
by operating activities, net of effects from acquisitions:
Depreciation and amortization		63.0			42.5
Deferred income taxes		7.3			18.6
Non-cash compensation		14.2			11.8
Provision for doubtful accounts		0.6			0.9
Loss on disposal of property and equipment		0.1			0.8
Tax benefits realized from prior exercises of employee stock options
and restricted stock		(4.8	)		(3.8	)
Changes in operating assets and liabilities:
Accounts receivable		(128.1	)		(68.7	)
Inventories		(158.6	)		(124.5	)
Other current and non-current assets		(30.3	)		(3.9	)
Accounts payable and accrued liabilities		86.7			73.4
Net cash provided by operating activities		67.7			129.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(122.7	)		(67.8	)
Acquisitions, net of cash acquired		(1,042.7	)		(3.5	)
Net cash used in investing activities		(1,165.4	)		(71.3	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		3.7			3.3
Purchase of treasury stock		(0.1	)		(0.4	)
Tax benefits realized from prior exercises of employee stock options
and restricted stock		4.8			3.8
Principal payments on long-term debt		-			(0.3	)
Borrowings on line of credit		668.0			-
Debt origination costs		(1.9	)		-
Net cash provided by financing activities		674.5			6.4
Effect of foreign exchange rate changes on cash and cash equivalents		1.9			(5.8	)
Net (decrease) increase in cash and cash equivalents		(421.3	)		58.7
Cash and cash equivalents, beginning of period		637.8			513.7
Cash and cash equivalents, end of period	$	216.5		$	572.4
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest	$	57.5		$	59.1
Income taxes		93.7			45.9
Supplemental schedule of noncash investing activities:
Accrued property additions	$	9.4		$	11.7
Contingent consideration		102.0			-

See accompanying notes to condensed consolidated financial statements.

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B/E AEROSPACE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - In Millions, Except Per Share Data)

Note 1.                  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal recurring nature and have been reflected in the condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. The information included in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the B/E Aerospace, Inc. (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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

Note 2.                   Recent Accounting Pronouncements

 In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, Compensation-Stock Compensation, which updated the guidance in ASC Topic 718, Compensation – Stock Compensation.The update is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial statements.

   In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updated the guidance in ASC Topic 606, Revenue Recognition. The amendments in this update are effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The Company is currently evaluating the impact this guidance will have on its consolidated financial condition, results of operations, cash flows and disclosures and is currently unable to estimate the impact of adopting this guidance.

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In April 2014, FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment, which updated the guidance in ASC Topic 360, Property, Plant and Equipment. The updated guidance is effective prospectively for years beginning on or after December 15, 2014, with early application permitted. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 205-20. Under this updated guidance, a discontinued operation will include a disposal of a major part of an entity’s operations and financial results such as a separate major line of business or a separate major geographical area of operations. The guidance raises the threshold to be a major operation but no longer precludes discontinued operations presentation where there is significant continuing involvement or cash flows with a disposed component of an entity. The guidance expands disclosures to include cash flows where there is significant continuing involvement with a discontinued operation and the pre-tax profit or loss of disposal transactions not reported as discontinued operations. The adoption of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2013, FASB issued 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 update was effective for interim periods beginning on or after December 15, 2013, and generally provides 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 did not have a material impact on the Company’s consolidated financial statements.

Note 3.                  Business Combinations

       Energy Services Acquisitions

In April 2014, the Company acquired the assets of the Vision Oil Tools, LLC group of companies (“Vision”), a provider of technical services and associated rental equipment and logistics services to the energy sector. Vision establishes a new geographical base of operations in the North Dakota (Williston/Bakken) and Rocky Mountain regions. The purchase price was $140.0 with the potential for an additional $35.0 in 2015 if Vision generates its planned 2014 EBITDA. The Company has performed an assessment of the progress to date and determined it is likely that Vision will achieve this amount, and accordingly has recorded the $35.0 as a liability as of June 30, 2014. During the second quarter, the Company also completed a bolt-on acquisition, which provides technical services, associated logistic services and rental equipment to the energy sector in the Eagle Ford and Permian basins. The purchase price was $70.7 with the potential for an additional $67.0 based on achieving 2014 planned EBITDA. The Company has performed an assessment of the results to date and determined it is likely that such amount will be realized and accordingly, has recorded the $67.0 as a liability as of June 30, 2014. The Company also completed one additional bolt-on acquisition engaged in manufacturing and rental of equipment in the Marcellus/Utica basin for approximately $45.0. In January 2014, the Company acquired the assets of the LT Energy Services group of companies (“LT”), an Eagle Ford basin provider of rental equipment, for a net purchase price of approximately $102.5. In February 2014, the Company acquired the assets of Wildcat Wireline LLC (“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 $153.4.

During the third and fourth quarters of 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals, LLC (“Bulldog”), providers of technical services and associated rental equipment and logistics services to the energy sector, for a net purchase price of $114.0.

All of the aforementioned acquisitions are included in the consumables management segment and collectively referred to as the “Energy Services Acquisitions”.

Manufacturing Acquisitions

In June 2014, the Company acquired the outstanding shares of the EMTEQ, Inc. group of companies, a domestic provider of aircraft interior and exterior lighting systems, as well as aircraft cabin management and power systems for a purchase price of $256.3, net of cash acquired. The Company also acquired the outstanding shares of the F+E Fischer + Entwicklungen GmbH & Co. KG group of companies (“Fischer”) a leading Europe-based manufacturer of seating products for civilian helicopters for a purchase price of $212.3, net of cash acquired. During the second quarter, the Company also acquired one smaller business based in Europe for a purchase price of $63.0, net of cash acquired. These acquisitions are included in the business jet segment and collectively referred to as the “Manufacturing Acquisitions.”

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The Energy Services Acquisitions and Manufacturing Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the Energy Services Acquisitions and Manufacturing Acquisitions have been reflected in the accompanying consolidated balance sheet as of June 30, 2014, and the results of operations for the Energy Services Acquisitions and Manufacturing Acquisitions are included in the accompanying consolidated statements of earnings from their respective dates of acquisition.

The valuation of certain assets, principally intangible assets, is not yet complete, and as such, the Company has not yet finalized its allocation of the purchase prices for the Energy Services Acquisitions and Manufacturing Acquisitions.

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

	2014			2013
Accounts receivable-trade	$	36.8		$	10.9
Inventories		1.7			3.9
Other current and non-current assets		2.5			0.2
Property and equipment		141.5			34.3
Goodwill		333.1			54.7
Identified intangibles		109.0			20.5
Accounts payable		(6.8	)		(9.9	)
Other current and non-current liabilities		(106.2	)		(0.6	)
Total purchase price	$	511.6		$	114.0

All of the goodwill and other intangible assets related to the Energy Services Acquisitions are expected to be deductible for tax purposes.

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

	Domestic			Foreign
Accounts receivable-trade	$	12.5		$	12.8
Inventories		17.3			8.0
Other current and non-current assets		1.3			0.5
Property and equipment		6.6			5.6
Goodwill		185.0			209.7
Identified intangibles		46.3			54.1
Accounts payable		(4.3	)		(3.7	)
Other current and non-current liabilities		(8.4	)		(11.7	)
Total purchase price	$	256.3		$	275.3

The majority of the goodwill and intangible assets related to the Manufacturing Acquisitions is not expected to be deductible for tax purposes.

The amount of Energy Services Acquisitions revenues included in the three and six month periods ended June 30, 2014 were $90.4 and $134.9, respectively. The amount of Manufacturing Acquisitions revenues  included in the three month period ended June 30, 2014 was $10.7.

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     Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share for the three and six month periods ended June 30, 2014 and 2013, respectively, giving effect to all acquisitions as if they had occurred on January 1, 2013 were as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
	Pro forma		Pro forma		Pro forma		Pro forma
Revenues	$	1,138.0	$	974.0	$	2,247.3	$	1,932.3
Net earnings		122.4		105.1		252.4		205.1
Diluted net earnings per share		1.17		1.01		2.42		1.98

Note 4.               Inventories

Inventories are stated at the lower of cost or market. Cost is determined using FIFO or the weighted average cost method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and inventory items with long procurement cycles, some of which are not expected to be realized within one year. Work-in-process inventories include costs and estimated earnings in excess of billings on uncompleted contracts of $127.7 and $107.5 and excess over average costs on long-term contracts of $263.0 and $213.4 as of June 30, 2014 and December 31, 2013, respectively. Finished goods inventories primarily consist of aerospace fasteners. Inventory reserves were approximately $70.7 and $64.4 as of June 30, 2014 and December 31, 2013, respectively. Inventories, net of reserves, consist of the following:

	June 30, 2014		December 31, 2013
Purchased materials and component parts	$	304.2	$	243.4
Work-in-process		555.9		484.0
Finished goods		1,273.0		1,216.4
	$	2,133.1	$	1,943.8

Note 5.              Goodwill and Intangible Assets

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

			June 30, 2014
	Useful						Net
	Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Customer contracts and relationships		8-30	$	549.7	$	99.1	$	450.6
Acquired technologies		5-34		141.4		57.1		84.3
Replacement parts annuity and product approvals		7-22		7.8		6.3		1.5
Technical qualifications, plans and drawings		10-22		17.7		15.2		2.5
Trademarks and patents		3-20		23.9		16.0		7.9
Covenants not to compete and other identified intangibles		4-5		39.7		3.5		36.2
Trade names	15 - Indefinite			84.1		1.0		83.1
			$	864.3	$	198.2	$	666.1

Amortization expense associated with identifiable intangible assets was approximately $10.6 and $7.4 for the three month periods ended June 30, 2014 and 2013, respectively, and $19.7 and $15.1 for the six month periods ended June 30, 2014 and 2013, respectively. The Company currently expects to recognize amortization expense of approximately $50 in each of the next five fiscal years. The future amortization amounts are estimates. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods or other factors such as changes in exchange rates for assets acquired outside the United States. The Company expenses costs to renew or extend the term of a recognized intangible asset. Goodwill increased approximately $726 during the six months ended June 30, 2014, primarily as a result of our preliminary estimate of goodwill associated with acquisitions completed in 2013 and 2014.

Note 6.              Long-Term Debt

As of June 30, 2014, long-term debt consisted of $1,300.0 aggregate principal amount ($1,313.1 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 ($645.9 net of original issue discount) of 6.875% senior unsecured notes due 2020 (the “6.875% Notes). The Company also has a $1,400.0 revolving credit facility pursuant to  Amendment No.1 to the Second Amended and Restated Credit Agreement dated as of June 26, 2014 (the “Revolving Credit Facility”), $668.0 of which was drawn at June 30, 2014. The amendment to increase the size of the Revolving Credit Facility from $950.0 to $1,400.0 did not change any other material terms under the agreement. The Revolving Credit Facility matures in August 2017 unless terminated earlier.

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 175 basis points or Prime (as defined in the Revolving Credit Facility) plus 75 basis points. As of June 30, 2014, the rate under the Revolving Credit Facility was approximately 1.93%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $8.2 at June 30, 2014 ($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 June 30, 2014.

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Note 7.              Fair Value Measurements

All short-term financial instruments are generally 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 $668.0 outstanding under the Revolving Credit Facility as of June 30, 2014 (none at December 31, 2013). 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 $2,120.7 and $2,058.5 as of June 30, 2014 and December 31, 2013, respectively. There are no financial instruments with Level 3 inputs at any date.

Note 8.              Commitments, Contingencies and Off-Balance Sheet Arrangements

Lease Commitments – The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the condensed consolidated balance sheets. At June 30, 2014, future minimum lease payments under these arrangements approximated $331.6, the majority of which related to long-term real estate leases.

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

Indemnities, Commitments and Guarantees – During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to the Company’s customers in connection with the 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 condensed consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.

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

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Note 9.             Accounting for Stock-Based Compensation

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

Compensation cost generally is recognized on a straight-line basis over the vesting period of the shares. Share-based compensation of $7.0 and $13.4, and $5.6 and $11.1 was recognized during the three and six month periods ended June 30, 2014 and 2013, respectively, related to the equity grants made pursuant to the LTIP. Unrecognized compensation expense related to equity grants, including the estimated impact of any future forfeitures, was $53.8 at June 30, 2014.

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

Note 10.           Segment Reporting

The Company is organized based on the products and services it offers. The Company’s reportable segments, which are also its operating segments, are comprised of commercial aircraft, consumables management and business jet. The Company is currently evaluating the appropriate structure and reporting classification of its business segments and reporting units in light of the Company’s announcement of its intention to spin-off its consumables management segment and depending on the results of this evaluation our reportable segments and reporting units may change in the future.

The Company evaluates segment performance based on segment operating earnings or losses. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operating decision-making group. This group is comprised of the Chairman and Co-Chief Executive Officer, the President and Co-Chief Executive 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, aircraft manufacturing and logistics customers.

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

11

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

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Revenues
Commercial aircraft	$	541.1	$	431.2	$	1,064.5	$	851.2
Consumables management		426.7		312.7		793.3		639.4
Business jet		121.7		106.4		242.9		201.9
	$	1,089.5	$	850.3	$	2,100.7	$	1,692.5
Operating earnings (1)
Commercial aircraft	$	98.3	$	79.7	$	191.4	$	153.9
Consumables management		71.1		61.3		139.9		126.1
Business jet		15.9		17.7		37.0		32.3
		185.3		158.7		368.3		312.3
Interest expense		31.7		30.5		62.3		61.1
Earnings before income taxes	$	153.6	$	128.2	$	306.0	$	251.2

(1) Operating earnings include 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.

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Commercial aircraft	$	21.2	$	18.3	$	47.6	$	42.3
Consumables management		37.4		9.2		61.0		18.9
Business jet		7.9		3.1		14.1		6.6
	$	66.5	$	30.6	$	122.7	$	67.8

Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations.

The following table presents goodwill by reportable segment:

	June 30,		December 31,
	2014		2013
Commercial aircraft	$	395.3	$	394.6
Consumables management		1,415.6		1,086.5
Business jet		486.2		89.9
	$	2,297.1	$	1,571.0

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 The following table presents total assets by reportable segment:

	June 30,		December 31,
	2014		2013
Commercial aircraft	$	1,952.2	$	2,016.5
Consumables management		3,866.7		3,212.8
Business jet		1,029.5		466.9
	$	6,848.4	$	5,696.2

     Corporate assets (including cash and cash equivalents) of $378.3 and $736.8 at June 30, 2014 and December 31, 2013, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

Note 11.Net Earnings Per Common Share

Basic net earnings per common share is computed using the weighted average common shares outstanding during the period. Diluted net earnings per common share is computed by using the weighted average common shares outstanding including the dilutive effect of stock options, shares issued under the Employee Stock Purchase Plan and restricted shares based on an average share price during the period. For the three month periods ended June 30, 2014 and 2013, approximately 0.0 and 0.1 shares and for the six month periods ended June 30, 2014 and 2013, approximately 0.0 and 0.1 shares of the Company’s common stock, respectively, were excluded from the determination of diluted earnings per common share because their effect would have been anti-dilutive. The computations of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013, respectively, are as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Net earnings	$	108.6	$	92.4	$	217.6	$	182.3
Basic weighted average common shares		103.9		103.1		103.9		103.1
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		0.5		0.7		0.4		0.6
Diluted weighted average common shares		104.5		103.9		104.4		103.8
Basic net earnings per common share	$	1.05	$	0.90	$	2.09	$	1.77
Diluted net earnings per common share	$	1.04	$	0.89	$	2.08	$	1.76

Note 12.Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740, Income Taxes (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of June 30, 2014 and December 31, 2013, the Company had $46.8 and $45.0, respectively, of net unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. The Company is currently open to audit by the tax authorities for the seven tax years ended 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 June 30, 2014 and December 31, 2013.

Note 13.           Pending Separation Transaction

On June 10, 2014, the Company announced that its management and Board of Directors has commenced a process to separate its business into two independent, publicly traded companies – one focused on aircraft interior equipment – design, development, manufacturing, certification and direct sales on a global basis, and the other focused on distribution, logistics and technical services for the aerospace and energy markets.  The separation is expected to be completed by the end of the first calendar quarter of 2015 through a tax-free distribution to stockholders. Completion of the proposed separation is subject to certain conditions, including final approval by the Board of Directors, receipt of an appropriate tax opinion and effectiveness of a registration statement with the SEC.  

The Company expects to incur transaction expenses, which will likely be material.  These expenses are expected to be comprised of a number of different costs such as debt refinancing costs, investment banking fees, legal fees, consulting fees, audit fees, restructuring costs, moving expenses, branding expenses, severance expense and other similar costs.  We are currently not able to reasonably determine an estimate for the aforementioned costs given the preliminary stage of the initiative.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

(In Millions, Except Per Share Data)

OVERVIEW

The following discussion and analysis addresses the results of our operations for the three and six month periods ended June 30, 2014, as compared to our results of operations for the three and six month periods ended June 30, 2013. In addition, the discussion and analysis addresses our liquidity, financial condition and other matters for these periods.

Based on our experience in the industry, we believe we are the world’s largest manufacturer of cabin interior equipment for commercial aircraft and for business jets and the leading aerospace aftermarket distributor and value added service provider of aerospace fasteners and other consumable products and logistics 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:

●	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;
●	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;
●	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; and
●	a broad line of aerospace fasteners and other consumables, consisting of over one million Stock
	Keeping Units primarily serving the commercial aerospace and business jet industries.

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 original equipment manufacturers and the airlines.

We conduct our operations through strategic business units that have been aggregated under three reportable segments: commercial aircraft, consumables management and business jet. The Company is currently evaluating the appropriate structure and reporting classification of its business segments in light of the Company's announcement of its intention to spin-off its consumables management segment, and depending on the results of the evaluation, our reportable segments and reporting units may change in the future.

Revenues by reportable segment for the three and six month periods ended June 30, 2014 and June 30, 2013, respectively, were as follows:

	THREE MONTHS ENDED JUNE 30,										SIX MONTHS ENDED JUNE 30,
	2014					2013					2014					2013
	Revenues		% of  Revenues			Revenues		% of  Revenues			Revenues		% of  Revenues			Revenues		% of  Revenues
Commercial aircraft	$	541.1		49.7	%	$	431.2		50.7	%	$	1,064.5		50.7	%	$	851.2		50.3	%
Consumables management		426.7		39.1	%		312.7		36.8	%		793.3		37.7	%		639.4		37.8	%
Business jet		121.7		11.2	%		106.4		12.5	%		242.9		11.6	%		201.9		11.9	%
Total revenues	$	1,089.5		100.0	%	$	850.3		100.0	%	$	2,100.7		100.0	%	$	1,692.5		100.0	%

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Revenues by geographic area (based on destination) for the three and six month periods ended June 30, 2014 and June 30, 2013, respectively, were as follows:

	THREE MONTHS ENDED JUNE 30,										SIX MONTHS ENDED JUNE 30,
	2014					2013					2014					2013
			% of					% of					% of					% of
	Revenues		Revenues			Revenues		Revenues			Revenues		Revenues			Revenues		Revenues
United States	$	473.8		43.5	%	$	367.4		43.2	%	$	921.8		43.9	%	$	765.1		45.2	%
Europe		276.1		25.3	%		208.1		24.5	%		532.7		25.4	%		416.2		24.6	%
Asia, Pacific Rim,
Middle East and Other		339.6		31.2	%		274.8		32.3	%		646.2		30.7	%		511.2		30.2	%
Total revenues	$	1,089.5		100.0	%	$	850.3		100.0	%	$	2,100.7		100.0	%	$	1,692.5		100.0	%

Revenues from our domestic and foreign operations for the three and six month periods ended June 30, 2014 and June 30, 2013, respectively, were as follows:

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,
	2014		2013		2014		2013
Domestic	$	791.2	$	590.8	$	1,510.3	$	1,177.0
Foreign		298.3		259.5		590.4		515.5
Total revenues	$	1,089.5	$	850.3	$	2,100.7	$	1,692.5

Our consumables management segment (“CMS”)  entered the business of providing technical services and associated rental equipment and logistics services to the energy sector in late 2013 through two acquisitions for approximately $114.0 in cash, and also entered into agreements to acquire two additional businesses.  Revenues from the two transactions consummated in 2013 were not significant.  In 2014, CMS acquired three additional technical services and associated rental equipment and logistics businesses. The aggregate purchase price for the 2014 Acquisitions (including the two transactions which were entered into in 2013 but closed in 2014) was $511.6, with potential additional consideration of up to $102.0 in 2015 if certain 2014 financial results are achieved. In doing so, CMS has established a technical services, rental equipment and logistics services business in the northeast (Utica and Marcellus shales), southwest (Eagle Ford, Barnett, Haynesville – Bossier shales and Permian basin), in the mid-continent (Fayetteville shale, Mississippi line and Anadarko basin) and in the northwest (Bakken and Niobrara shales and Piceance basin) regions of the United States. Assuming these acquisitions were completed as of January 1, 2013, pro forma aggregate revenue from the aforementioned acquisitions would have comprised approximately 8.1% of our pro forma consolidated 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 these activities protect and enhance our leadership position. We believe our investments in research and development over the past several years have been a driving force behind our ongoing market share gains and the growth of our record backlog. Research, development and engineering spending was approximately 6.5% of sales during the second quarter of 2014. We expect research and development expenditures of approximately 6.0% of revenues for the next several years.

We also believe in providing our businesses with the tools required to remain competitive. In that regard, we have invested, and will continue to invest, in property and equipment that enhances our productivity. Taking into consideration recent program awards to deliver multi-year programs for various Boeing and Airbus aircraft, our targeted capacity utilization levels, recent acquisitions and current industry conditions, we expect that our capital expenditures will be approximately $225 during 2014.

The underlying market for our products and services remains quite robust. May year-to-date global traffic has increased a very strong 6.2% and over the same period capacity is up 5.8%, resulting in near record global load factors. Strong traffic growth, record load factors and record yields are continuing to drive record profitability for the global airline industry.

15

The aerospace cycle is being driven by continued growth in global passenger travel, attendant increases in capacity and an unprecedented period of profitability for the global airline industry. Boeing and Airbus continue to increase their production rates supported by record backlogs in excess of 10,500 aircraft.  These extraordinarily strong industry conditions, along with our own multiple, company-specific growth drivers, are enabling the Company to grow revenues and earnings at a strong rate. Specifically, our record backlog, which is resulting in steady market share gains, our leverage to wide-body aircraft deliveries which are expected to grow at an approximate 12% compound annual growth rate over the next four years and our $5 billion of awarded but unbooked supplier furnished equipment programs are the additional specific drivers of growth for our Company, in addition to the robust industry conditions.

On June 10, 2014, the Company announced that its management and Board of Directors has commenced a process to separate its business into two independent, publicly traded companies – one focused on aircraft interior equipment – design, development, manufacturing, certification and direct sales on a global basis, and the other focused on distribution, logistics and technical services for the aerospace and energy markets.  The separation is expected to be completed by the end of the first calendar quarter of 2015 through a tax-free distribution to stockholders. Completion of the proposed separation is subject to certain conditions, including final approval by the Board of Directors, receipt of an appropriate tax opinion and effectiveness of a registration statement with the SEC. 

The Company expects to incur transaction expenses, which will likely be material. These expenses are expected to be comprised of a number of different costs such as debt refinancing costs, investment banking fees, legal fees, consulting fees, audit fees, restructuring costs, moving expenses, branding expenses, severance expense and other similar costs. We are currently not able to reasonably determine an estimate for the aforementioned costs given the preliminary stage of the initiative.

16

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2014,

COMPARED TO THREE MONTHS ENDED JUNE 30, 2013

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

	REVENUES
	Three Months Ended June 30,
					Percent
	2014		2013		Change
Commercial aircraft	$	541.1	$	431.2		25.5%
Consumables management		426.7		312.7		36.5%
Business jet		121.7		106.4		14.4%
Total revenues	$	1,089.5	$	850.3		28.1%

Revenues for the second quarter of 2014 of $1,089.5 increased $239.2, or 28.1%, as compared with the same period of the prior year.

Cost of sales for the second quarter of 2014 was $682.9, or 62.7% of sales, as compared with cost of sales of $523.5, or 61.6% of sales in the same period of the prior year. The 110 basis point increase in cost of sales as a percentage of total revenues is primarily due to lower gross margins in our Consumables Management Segment (“CMS”). The lower gross margins are a result of a number of recently awarded long-term customer contracts which typically carry lower margins in the early stages of the contracts until we are able to procure the parts in a more cost-effective manner and in quantities which result in more customary margins. We expect these new programs will negatively impact our operating margins over approximately the next twelve months. 

 Selling, general and administrative (“SG&A”) expense for the second quarter of 2014 was $150.3, or 13.8% of sales, as compared with SG&A expense of $117.3 or 13.8% of sales in the same period of the prior year, and as a percentage of sales remained flat. The higher level of SG&A expense in the current period  is primarily due to the 28.1% increase in revenues and $12.8 of acquisition and strategic review related costs.

Research, development and engineering (“R&D”) expense for the second quarter of 2014 was $71.0, or 6.5% of sales, as compared with $50.8, or  6.0% of sales in the same period of the prior year. The $20.2, or 39.8%, increase in R&D spending is primarily due to new product development initiatives in our Commercial Aircraft Segment (“CAS”) which have since been completed. We expect R&D expenditures to decrease significantly in the second half of 2014.

Second quarter 2014 operating earnings were a record $185.3, or 17.0% of revenues, and increased 16.8% on the aforementioned 28.1% increase in revenues. Operating margin declined 170 basis points primarily as a result of the aforementioned CMS newly awarded long-term agreements which negatively impact earnings while the programs ramp up as well as the higher level of R&D spending at CAS.

Interest expense in the second quarter 2014 of $31.7 increased by $1.2, or 3.9% as compared to the same period of the prior year as a result of recent borrowings to fund the acquisitions during the second quarter of 2014.

Second quarter 2014 earnings before income taxes of $153.6 increased $25.4, or 19.8%, as compared with the prior year period, as a result of the above mentioned 16.8% increase in  operating earnings, offset by the $1.2 increase in interest expense.

Income tax expense in the second quarter of 2014 of $45.0, or 29.3% of earnings before income taxes, increased by $9.2 as compared with income tax expense for the same period of the prior year of $35.8, which represented 27.9% of earnings before income taxes.  Our effective tax rate in 2014 is expected to be approximately 29.0% as compared with an effective tax rate of 28.0% in 2013.

17

Second quarter 2014 net earnings and earnings per diluted share were $108.6 and $1.04 per share, increases of 17.5% and 16.9%, respectively, as compared with the prior year period.

Bookings during the second quarter of 2014 were approximately $1,060, representing a book-to-bill ratio of approximately 1.0 to 1. Booked backlog at June 30, 2014 stood at approximately $3.9 billion as compared with $3.8 billion at June 30, 2013 and December 31, 2013.

Segment Results

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Three Months Ended June 30,
					Percent
	2014		2013		Change
Commercial aircraft	$	98.3	$	79.7		23.3%
Consumables management		71.1		61.3		16.0%
Business jet		15.9		17.7		-10.2%
Total operating earnings	$	185.3	$	158.7		16.8%

Second quarter 2014 CAS revenues of $541.1 increased 25.5% as compared with the prior year period. CAS second quarter 2014 operating earnings of $98.3 increased 23.3% and operating margin of 18.2% decreased by 30 basis points primarily due to a $19.0 increase in R&D expenditures related to new product development initiatives which have since been completed. We expect R&D expenditures to decrease significantly in the second half of 2014.

Second quarter 2014 CMS revenues of $426.7 increased 36.5%. Both the consumables distribution business and the energy services business delivered strong revenue growth. The consumables distribution business delivered high single-digit organic growth. On a pro-forma basis as though all acquisitions were completed on January 1, 2013, revenue growth was 12.0%. Operating earnings were $71.1, an increase of 16.0% and operating margin was 16.7%. Operating earnings in the current three-month period were negatively impacted by the aforementioned new recently awarded long-term customer agreements, as well as $7.2 of acquisition and strategic review related costs (none in 2013).

Second quarter 2014 business jet segment (“BJS”) revenues of $121.7 increased 14.4%. Operating earnings were $15.9, a decrease of 10.2%, and operating margin was 13.1%, a decrease of 350 basis points. Operating earnings and operating margin were negatively impacted by $4.7 of acquisition and strategic review related costs for the three-month period ended June 30, 2014 (none in 2013).

18

SIX MONTHS ENDED JUNE 30, 2014,

AS COMPARED TO SIX MONTHS ENDED JUNE 30, 2013

	REVENUES
	Six Months Ended June 30,
					Percent
	2014		2013		Change
Commercial aircraft	$	1,064.5	$	851.2		25.1%
Consumables management		793.3		639.4		24.1%
Business jet		242.9		201.9		20.3%
Total operating earnings	$	2,100.7	$	1,692.5		24.1%

For the six months ended June 30, 2014, revenues of $2,100.7 increased 24.1%, as compared with the prior year period.

 Cost of sales for the current six month period was $1,317.4, or 62.7% of sales, as compared with cost of sales of $1,046.6, or 61.8% of sales in the prior year period. The 90 basis point increase in cost of sales as a percent of total revenues is primarily related to a number of recently awarded long-term customer contracts which typically carry lower  margins in the early stages of the contracts until we are able to procure the parts in a more cost effective manner and in quantities which result in more customary margins. We expect these new programs will negatively impact our operating margins over approximately the next twelve months. 

SG&A expenses for the first six months of 2014 were $273.3, or 13.0% of sales as compared with SG&A of $229.5, or 13.6% of sales in the same period in 2013. The higher level of SG&A in the current period is primarily due to our 24.1% increase in revenues and $15.0 of acquisition and strategic review related costs.

Research, development and engineering expense for the first six months of 2014 was $141.7, or 6.7% of sales as compared with $104.1 or 6.2% of sales in the same period in 2013. The $37.6 increase in spending is primarily due to new product development initiatives in CAS which have since been completed.  We expect R&D expenditures to decrease significantly in the second half of 2014.

For the six months ended June 30, 2014, operating earnings were $368.3, an increase of 17.9% and operating margin was 17.5%, a decline of 100 basis points, primarily as a result of the aforementioned CMS newly awarded long-term agreements which negatively impact earnings while the programs ramp up as well as the $37.6 increase in new product development initiatives in CAS which have since been completed.

Interest expense in the first half of 2014 of $62.3 increased by $1.2 as a result of recent borrowings to fund the acquisitions during the second quarter of 2014.

Earnings before income taxes in the current six month period of $306.0 increased by $54.8, or 21.8%, as compared with the prior year period, primarily as a result of the 17.9% increase in operating earnings.

Income tax expense for the six months ended June 30, 2014 of $88.4 or 28.9% of earnings before income taxes, increased by $19.5 as compared with the prior year period income tax expense of $68.9, which represented a 27.4% effective tax rate. The lower effective tax rate in the first half of 2013 was due to the timing of the tax legislation which delayed the recognition of R&D credits generated in 2012 until 2013.

For the six months ended June 30, 2014, net earnings and earnings per diluted share were $217.6 and $2.08 per share, representing increases of 19.4% and 18.2%, respectively, as compared with the prior year period.

Net earnings for the first half of 2014 of $217.6 and earnings per diluted share of $2.08 increased $35.3 and $0.32, or 19.4% and 18.2%, respectively, as compared with the same period of the prior year for the reasons described above.

19

Bookings for the six months ended June 30, 2014 were approximately $2.2 billion, representing a book-to-bill ratio of approximately 1.05 to 1.

Segment Results

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Six Months Ended June 30,
					Percent
	2014		2013		Change
Commercial aircraft	$	191.4	$	153.9		24.4%
Consumables management		139.9		126.1		10.9%
Business jet		37.0		32.3		14.6%
Total operating earnings	$	368.3	$	312.3		17.9%

For the six months ended June 30, 2014, CAS revenues increased 25.1% while operating earnings of $191.4 increased 24.4% and operating margin of 18.0% was flat as compared to the same prior year period. Operating earnings and operating margin were negatively impacted in the current six month period due to a $33.6 increase in R&D expenditures related to new product development initiatives which have since been completed. We expect R&D to decrease significantly in the second half of 2014.

For the six months ended June 30, 2014, CMS revenues increased 24.1%. On a pro forma basis as though all acquisitions were completed on January 1, 2013, revenue growth was 8.3%. Operating earnings were $139.9, an increase of 10.9%  and operating margin was 17.6%. Operating earnings in the current six month period were negatively impacted by the aforementioned newly awarded long-term customer agreements, as well as $9.4 of acquisition and strategic review costs (none in 2013).

For the six months ended June 30, 2014, BJS revenues increased 20.3%. Operating earnings were $37.0 and increased 14.6%. Operating margin was 15.2% and decreased by 80 basis points. Operating earnings and operating margin were negatively impacted by $4.7 of acquisition and strategic review related costs for the six-month period ended June 30, 2014 (none in 2013).

20

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of June 30, 2014, our net debt-to-net capital ratio was 45.7%. Net debt was $2,410.5, which represented total debt of $2,627.0, less cash and cash equivalents of $216.5. At June 30, 2014, net capital (total debt plus total stockholders’ equity less cash and cash equivalents) was $5,269.1. As of June 30, 2014, long-term debt primarily consisted of $1,300.0 aggregate principal amount ($1,313.1 inclusive of original issue premium) of our 5.25% Senior Unsecured Notes due 2022 (the “5.25% Notes”) and $650.0 aggregate principal amount ($645.9 net of original issue discount) of our 6.875% Senior Unsecured Notes due 2020 (the “6.875% Notes”). We also have a five-year $1.4 billion Revolving Credit Facility (the “Revolving Credit Facility”) pursuant to Amendment No. 1 to the Second Amended and Restated Credit Agreement dated as of June 26, 2014 (the “Revolving Credit Facility Agreement”). At June 30, 2014 there was $668.0 outstanding under the Revolving Credit Facility. Cash on hand and availability under our Revolving Credit Facility at June 30, 2014 was $940.3. Cash on hand at June 30, 2014 decreased by $421.3 as compared with cash on hand at December 31, 2013 primarily as a result of cash flows from operating activities of $67.7 less capital expenditures of $122.7, net expenditures for acquisitions of $1,042.7 and recent financing activities. 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. Our liquidity requirements consist of working capital needs, ongoing capital expenditures and payments of interest and principal on our indebtedness. Our primary requirements for working capital are directly related to the level of our operations.

Working capital as of June 30, 2014 was $2,054.6, a decrease of $226.0 as compared with working capital at December 31, 2013. As of June 30, 2014, total current assets decreased by $10.6 and total current liabilities increased by $215.4. Total current assets decreased primarily as a result of cash used to fund the 2014 Acquisitions, offset by a $192.1 increase in accounts receivable and a $189.3 increase in inventories to support future revenue growth. The increase in total current liabilities was primarily due to an $86.0 increase in accounts payable due to the higher level of business activity.

Cash Flows

As of June 30, 2014, our cash and cash equivalents were $216.5 as compared to $637.8 at December 31, 2013. Cash generated from operating activities was $67.7 for the six months ended June 30, 2014, as compared to $129.4 in the same period in the prior year, reflecting the 24.1% increase in revenues and a corresponding 17.3% increase in working capital, (net of cash and exclusive of the impact of acquisitions). The primary sources of cash from operations during the six months ended June 30, 2014 were net earnings of $217.6, plus depreciation and amortization of $63.0, non-cash compensation of $14.2, a net increase in our deferred tax liability of $7.3 and an increase in accounts payable and accrued liabilities of $86.7. Offsetting these sources of cash were an increase in accounts receivable of $128.1 as a result of the 24.1% increase in revenues and a $158.6 increase in inventories to support our record backlog.

Capital Spending

Our capital expenditures were $122.7 and $67.8 during the six months ended June 30, 2014 and 2013, respectively. We expect capital expenditures of approximately $225 during 2014. These capital expenditures are needed to support our record total backlog of approximately $8,900 ($3,900 booked and $5,000 awarded but unbooked), and to support the 2013 Acquisitions and 2014 Acquisitions, which are experiencing double digit increases in demand. Our capital spending also takes into consideration our targeted capacity utilization levels, and current industry conditions. We have, in the past, generally funded our capital expenditures with cash from operations and funds available to us under revolving bank credit facilities. We expect to fund future capital expenditures from cash on hand, from operations and from funds available to us under the Revolving Credit Facility.

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Outstanding Debt and Other Financing Arrangements

Long-term debt at June 30, 2014 totaled $2,627.0 and consisted of our 5.25% Notes, our 6.875% Notes and our Revolving Credit Facility.

We have a five-year, $1,400.0 Revolving Credit Facility, which 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.  The Revolving Credit Facility was amended as of June 26, 2014 to increase the size from $950.0 to $1,400.0; all other material terms under the agreement remained unchanged. At June 30, 2014, there was $668.0 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 by us. Amounts borrowed and outstanding under the Revolving Credit Facility will, in certain circumstances, be required to be prepaid with the proceeds from certain asset sales, subject to certain thresholds and reinvestment rights. The Revolving Credit Facility matures in August 2017 unless terminated earlier.

The Revolving Credit Facility Agreement contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 2.0 to 1. The Revolving Credit Facility Agreement also contains a total leverage ratio covenant (as defined therein) which limits net debt to a 4.25 to 1 multiple of EBITDA (as defined therein). The Revolving Credit Facility Agreement contains customary affirmative covenants, negative covenants, and conditions precedent for borrowings, all of which were met as of June 30, 2014.

Contractual Obligations

The following table reflects our contractual obligations and commercial commitments as of June 30, 2014. 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)	$	-	$	3.6	$	3.8	$	672.1	$	3.2	$	1,989.1	$	2,671.8
Operating leases		26.5		47.2		43.9		38.8		34.0		141.2		331.6
Purchase obligations (2)		2.7		1.8		1.8		--		--		--		6.3
Future interest payments on outstanding debt (3)		64.8		128.3		128.3		128.3		128.3		344.1		922.1
Total	$	94.0	$	180.9	$	177.8	$	839.2	$	165.5	$	2,474.4	$	3,931.8
Commercial Commitments
Letters of credit	$	8.2		--		--		--		--		--	$	8.2

(1) Our liability for unrecognized tax benefits of $46.8 at June 30, 2014 has been omitted from the above table because we cannot determine with certainty when this liability will be settled. It is reasonably possible that the amount of liability for unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a significant impact on our consolidated financial statements.

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

(3) Interest payments include 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 the 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.

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Off-Balance Sheet Arrangements

Lease Arrangements

We finance our use of certain equipment under committed lease arrangements provided by various financial institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected in our condensed consolidated balance sheets. Our aggregate future minimum lease payments under these arrangements total approximately $331.6 at June 30, 2014.

Indemnities, Commitments and Guarantees

During the normal course of business, we have 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 design, manufacture, sale and delivery of our products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. We believe that many of our indemnities, commitments and guarantees provide for limitations on the maximum potential future payments we could be obligated to make. However, we are unable to estimate the maximum amount of liability related to our indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events which are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to our consolidated financial statements.

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, management includes such amount in booked backlog. If a contract does not provide that level of specificity, the production requirements are generally provided to us through periodic 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.

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. We believe that our critical accounting policies are limited to those described in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. There have been no changes to our critical accounting policies since December 31, 2013.

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, (the “Exchange Act”). Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “confident” and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements include, but are not limited to, all statements that do not relate solely to historical or current facts, including statements regarding acquisitions, the expected benefits derived from acquisitions, implementation and expected benefits of lean manufacturing and continuous improvement plans, our dealings with customers and partners, the consolidation of facilities, reduction of our workforce, integration of acquired businesses, ongoing capital expenditures, our ability to grow our business, the impact of the large number of grounded aircraft on demand for our products and our underlying assets, the adequacy of funds to meet our capital requirements, the ability to refinance our indebtedness, if necessary, the reduction of debt, the potential impact of new accounting pronouncements, and the impact on our business of the decreases in passenger traffic and the size of the airline fleet. Such forward-looking statements include risks and uncertainties and our actual experience and results may differ materially from the experience and results anticipated in such statements. Factors that might cause such a difference include those discussed in our filings with the SEC, under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as well as future events that may have the effect of reducing our available operating income and cash balances, such as unexpected operating losses, the impact of rising fuel prices on our airline customers, outbreaks in national or international hostilities, terrorist attacks, prolonged health and environmental issues which reduce air travel demand, delays in, or unexpected costs associated with, the integration of our acquired businesses, conditions in the airline industry, conditions in the business jet industry, regulatory developments, litigation costs, problems meeting customer delivery requirements, our success in winning new or expected refurbishment contracts from customers, capital expenditures, increased leverage, possible future acquisitions, facility closures, product transition costs, labor disputes involving us, our significant customers or airframe manufacturers, the 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.

Except as required under the federal securities laws and rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein. These statements should be considered only after carefully reading the risk factors and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and this entire quarterly report on Form 10-Q.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Foreign Currency - We have direct operations in Europe that receive revenues from customers primarily in U.S. dollars and we purchase raw materials and component parts from foreign vendors primarily in British pounds or Euros. Accordingly, we are exposed to transaction gains and losses that could result from changes in foreign currency exchange rates relative to the U.S. dollar. 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 June 30, 2014, we had no outstanding forward currency exchange contracts. In addition, we have not entered into any other derivative financial instruments.

Interest Rates – As of June 30, 2014, we had adjustable rate debt outstanding with a value totaling $668.0. The weighted average interest rate for the adjustable rate debt was 1.93% as of June 30, 2014. We do not engage in transactions intended to hedge our exposure to changes in interest rates.

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As of June 30, 2014, we maintained a portfolio of cash and 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 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), as of June 30, 2014. Based upon that evaluation, the Chief Executive Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the second quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 6.  EXHIBITS

Exhibit 3 (i) – Articles of Incorporation
3.1	Certificate of Amendment of the Restated Certificate of Incorporation, dated July 20, 1993.
Exhibit 10 (i) – Material Contracts
10.1	Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of June 26, 2014, between the Registrant, as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent, the Incremental Lenders (as defined in the Amendment) party thereto and the other consenting lenders party thereto.
Exhibit 10(iii) – Management Contracts and Executive Compensation Plans, Contracts and Arrangements
10.2	First Amendment to Amin Khoury Amended and Restated Employment Agreement, dated as of May 12, 2014.
10.3	Second Amendment to Werner Lieberherr Amended and Restated Employment Agreement, dated as of May 12, 2014.
10.4	First Amendment to Thomas McCaffrey Amended and Restated Employment Agreement, dated as of May 12, 2014.
10.5	Second Amendment to Ryan Patch Amended and Restated Employment Agreement, dated as of May 12, 2014.
Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
31.3	Certification of Chief Financial Officer
Exhibit 32 - Section 1350 Certifications
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
32.3	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

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Exhibit 101 – Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

		B/E AEROSPACE, INC.
Date: July 30, 2014	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and
		Co-Chief Executive Officer
Date: July 30, 2014	By:	/s/ Werner Lieberherr
		Werner Lieberherr
		President and
		Co-Chief Executive Officer
Date: July 30, 2014	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and
		Chief Financial Officer

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EX-3.1

Exhibit 3.1

CERTIFICATE OF
AMENDMENT OF THE
RESTATED CERTIFICATE OF
INCORPORATION OF
BE AEROSPACE, INC.

BE Aerospace,  Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"),

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors held on April 23, 1993, the Board of Directors of the Corporation unanimously and duly adopted the following resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring the advisability thereof and calling for submission of the proposed amendment to the stockholders of the Corporation for their approval and adoption:

RESOLVED:  That a proposal to amend this Corporation's Restated Certification of Incorporation to increase the number of shares of common stock, $0.01 par value per share, that this Corporation shall have authority to issue from 20,000,000 to 30,000,000 be, and the same is, hereby approved; that the Restated Certificate of Incorporation of this Corporation be amended by changing the first sentence of Article 4 thereof so that, as amended, said sentence of said Article reads as follows:

"The total number of shares of all classes of capital stock that this Corporation shall have authorized to issue is 31,000,000 consisting of 30,000,000 shares of Common Stock, $0.01 par value per share, and 1,000,000 shares of Preferred Stock, $0.01 par value per share."

and that such proposal be submitted as Proposal No. 2 ("Proposal No. 2") to this Corporation's stockholders for their consideration and approval at the 1993 Annual Meeting of this Corporation.

RESOLVED: That, upon approval by the stockholders of this Corporation of Proposal No. 2 at the 1993 Annual Meeting of this Corporation, the officers of this Corporation at the time in office be, and they are, and each of them acting singly is, hereby authorized and empowered, in the name and on behalf of this Corporation, to take any and all action and to execute and deliver any and all documents, agreements, instruments or certificates, including, without limitation, (i) executing, acknowledging

and filing with the Delaware Secretary of State a certificate setting forth the amendment embodying said Proposal No. 2 (the "Amendment") and certifying that said Amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware Corporation Law, and (ii) executing, acknowledging and filing with such other authorities in such other jurisdictions in which this Corporation is qualified to do business such papers as may be required by the rules of such jurisdiction in connection with said Amendment, and to do or cause to be done any and all such other acts and things as may be shown by his, her or their judgment necessary, desirable or appropriate in order to give effect to and carry out the intent of this vote, the execution and delivery of any such document, instrument or certificate, the taking of any such action, and the doing of any such thing to be conclusive evidence of the authority of the officer or officers so acting in the premises and to be conclusive evidence that the same has been approved by the Board of Directors.

SECOND:  That the annual meeting of stockholders of the Corporation was duly called and subsequently held on July 7, 1993, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, BE Aerospace, Inc. has caused this certificate to be signed by Amin J. Khoury, its Chief Executive Officer, and Cheryll Leone, its Assistant Secretary, this 14th day of July 1993.

	BE AEROSPACE, INC.
	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chief Executive Officer
Attest:
By:   /s/ Cheryll Leone
Cheryll Leone
Assistant Secretary

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of June 26, 2014 (this “First Amendment”) among B/E AEROSPACE, INC., a Delaware corporation (the “Company”), JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), the persons identified on the signature pages hereto as “Incremental Lenders” (collectively, the “Incremental Lenders”), and the Administrative Agent on behalf of the Lenders who have delivered a signature page hereto pursuant to Section 12.1 of the Amended Credit Agreement (as defined below).

The Company, the lenders from time to time party thereto (the “Lenders”), the 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, are parties to that certain Second Amended and Restated Credit Agreement dated as of August 3, 2012 (as amended from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this First Amendment as of the First Amendment Effective Date (as defined below), the “Amended Credit Agreement”; unless otherwise defined herein, capitalized terms defined in the Credit Agreement are used herein as therein defined).  Pursuant to Section 3.1 of the Credit Agreement, the Company has requested that the Incremental Lenders provide a Revolving Credit Commitment Increase under the Credit Agreement in an aggregate amount of $450,000,000.  In accordance with Section 3.3 of the Credit Agreement, each of the Incremental Lenders has elected to provide a Revolving Credit Commitment Increase on the terms and conditions set forth herein.

Pursuant to Section 12.1 of the Credit Agreement, the Company has also requested that the Lenders consent to certain amendments to the Credit Agreement as set forth herein, subject to the terms and conditions set forth herein, and the Required Lenders have so consented and authorized the Administrative Agent to execute this First Amendment on their behalf.

Accordingly, in accordance with Section 3.4 and Section 12.1 of the Credit Agreement, the Company, the Administrative Agent, the Incremental Lenders and the Required Lenders agree as follows:

ARTICLE I

INCREMENTAL COMMITMENT

Section 1.01  Incremental Commitments.  Each Incremental Lender hereby agrees to provide a new, or to increase its existing, Revolving Credit Commitment on the First Amendment Effective Date on the terms and conditions set forth herein by the amount set forth opposite its name on Annex I attached hereto (the “First Revolving Credit Commitment Increase”).  The First Revolving Credit Commitment Increase provided pursuant to this First Amendment is a Revolving Credit Commitment Increase (as defined in the Credit Agreement) and shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Article III; provided, that each Incremental Lender hereby waives the ten Business Day notice period (set forth in Section 3.3 of the Credit Agreement) which would otherwise be applicable to the Company’s request for the First Revolving Credit Commitment Increase.

ARTICLE II

AMENDMENTS TO THE CREDIT AGREEMENT

Section 2.01  Amendments to Effect Revolving Credit Commitment Increase.  The Credit Agreement is hereby amended as follows:

(a)Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

“First Amendment” means that certain Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of June 26, 2014 among the Company, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means the date on which the conditions precedent specified in Section 3.01 of the First Amendment are satisfied (or waived).

(b)The definition of “Commitments” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Commitments” means the collective reference to the Revolving Credit Commitments, the Swing Line Commitments and the Incremental Commitments, if any; individually, a “Commitment”.  On the First Amendment Effective Date, the aggregate amount of the Revolving Credit Commitments is $1,400,000,000.  The aggregate amount of all Incremental Commitments made after the First Amendment Effective Date shall not exceed $300,000,000.

(c)The definition of “Documentation Agents” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Documentation Agents” means, collectively, Barclays Bank PLC, Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland plc, TD Bank, N.A. and UBS Securities LLC, in their capacities as Documentation Agents with respect to the Commitments (each, a “Documentation Agent”).

(d)The definition of “Revolving Credit Commitment” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Revolving Credit Commitment” means, as to any Lender, its obligations to make Revolving Credit Loans to the Company pursuant to Section 2.1, and to purchase its L/C Participating Interest in any Letter of Credit in an aggregate amount not to exceed at any time the amount set forth opposite such Lender’s name in Schedule 1A under the heading “Revolving Credit Commitment” and in an aggregate amount not to exceed at any time the amount equal to such Lender’s Revolving Credit Commitment Percentage of the aggregate Revolving Credit Commitments, as the aggregate Revolving Credit Commitments may be reduced or adjusted from time to time pursuant to this Amended Agreement; collectively, as to all the Lenders, the “Revolving Credit Commitments”.  On the First Amendment Effective Date, the aggregate amount of the Revolving Credit Commitments is $1,400,000,000.

(e)The definition of “Syndication Agents” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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“Syndication Agents” means, collectively, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Royal Bank of Canada, SunTrust Bank and Wells Fargo Securities, LLC, in their capacities as Syndication Agents with respect to the Commitments (each, a “Syndication Agent”).

(f)Section 3.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 3.1   Requests for Incremental Loans.  Upon notice to the Administrative Agent (which shall promptly notify the Lenders) at any time after the Closing Date but prior to the date falling twelve months prior to the Revolving Credit Termination Date, the Company may request (i) term loan commitments (each an “Incremental Term Commitment” and all of them, collectively, the “Incremental Term Commitments”) and (ii) increases in the aggregate amount of Revolving Credit Commitments (each such increase, a “Revolving Credit Commitment Increase” and all of them, collectively, the “Revolving Credit Commitments Increases” and together with the Incremental Term Commitments, the “Incremental Commitments”); provided that (x) after giving effect to any Incremental Commitment, the aggregate amount of Incremental Commitments that have been added pursuant to this Section 3.1 after the First Amendment Effective Date shall not exceed $300,000,000, and (y) any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $5,000,000 in excess thereof.  Any loans made in respect of any such Revolving Credit Commitments Increase (the “Incremental Revolving Credit Loans”) shall be made by increasing the aggregate Revolving Credit Commitments with terms identical to those of the existing Revolving Credit Loans, except as otherwise provided in Section 3.2.  Any Loans made in respect of any Incremental Term Commitments (the “Incremental Term Loans” and, collectively with any Incremental Revolving Credit Loans, the “Incremental Loans”) shall be made by creating a new tranche of term loans under this Amended Agreement (an “Incremental Term Loan Tranche”).

(g)Section 11.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 11.1   Appointment.  Each Lender hereby irrevocably designates and appoints Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Royal Bank of Canada, SunTrust Bank and Wells Fargo Securities, LLC as the Syndication Agents of such Lender under this Amended Agreement and acknowledges that the Syndication Agents, in their respective capacity as such, shall have no duties or liabilities under the Credit Documents.  Each Lender hereby irrevocably designates and appoints Barclays Bank PLC, Morgan Stanley MUFG Loan Partners, LLC, The Royal Bank of Scotland plc, TD Bank, N.A. and UBS Securities LLC as the Documentation Agents of such Lender under this Amended Agreement and acknowledges that the Documentation Agents, in their respective capacity as such, shall have no duties or liabilities under the Credit Documents.  Each Lender hereby irrevocably designates and appoints JPMCB as the Administrative Agent under this Amended Agreement and irrevocably authorizes JPMCB as Administrative Agent for such Lender to take such action on its behalf under the provisions of the Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Credit Documents, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary elsewhere in this Amended Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Credit Documents or otherwise exist against any Agent.  The Borrower and each other Credit Party acknowledges and agrees that the Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their respective Affiliates, and neither any Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or any other Credit Party or any of their respective Affiliates.

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(h)Schedule 1A to the Credit Agreement is hereby amended and restated in its entirety by Schedule 1A attached hereto.

Section 2.02  Other Amendments to Credit Agreement.

(a)Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

“BEA Logistics” means BEA Logistics Services LLC, a Delaware limited liability company.

(b)The definition of “Allowed Exclusion Amount” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Allowed Exclusion Amount” means at any date an aggregate amount equal to the book value of that portion of Consolidated Total Domestic Assets which is owned by ATS, ALC, Macrolink or BEA Logistics (collectively, the “Excluded Domestic Assets”); provided, that if that aggregate amount exceeds, $600,000,000, then such “Allowed Exclusion Amount” shall be deemed to be an amount equal to $600,000,000 .

(c)Each instance in the Credit Agreement of (i) the phrase “ATS, ALC and Macrolink” shall be replaced with the phrase “ATS, ALC, Macrolink and BEA Logistics” and (ii) the phrase “ATS, ALC or Macrolink” shall be replaced with the phrase “ATS, ALC, Macrolink or BEA Logistics”.

(d)Each Lender party hereto hereby waives the ten Business Day notice period (set forth in Section 3.3 of the Credit Agreement) which would otherwise be applicable to the Company’s request for the First Revolving Credit Commitment Increase.

(e)Each Lender party hereto hereby waives (i) any Default or Event of Default and (ii) the condition set forth in Section 7.2(a) of the Credit Agreement solely as such condition relates to the representations set forth in Section 6.19 of the Credit Agreement, in each case arising solely from any failure of the Equity Interests of Burns Aerospace Europe SARL and/or BE Aerospace Investments Holdings Ltd. to secure the Obligations as required under the Credit Agreement as a result of the execution and delivery of this First Amendment and the performance of the transactions contemplated hereby; provided that the waiver set forth in this clause (e) shall terminate on the earlier of (x) the date on which all of the security agreements, pledge agreements, mortgages or similar collateral documents described in Section 5.09 hereof have been delivered and (y) the date that is 45 days after the First Amendment Effective Date.

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ARTICLE III

CONDITIONS TO EFFECTIVENESS

Section 3.01  Conditions to Effectiveness of this First Amendment.  This First Amendment, the effectiveness of the First Revolving Credit Commitment Increase and each of the amendments to the Credit Agreement contained herein shall become effective on the date (the “First Amendment Effective Date”) on which the following conditions precedent are satisfied (or waived):

(a)Execution and Delivery of This First Amendment.  The Administrative Agent shall have received executed counterparts of this First Amendment executed by (i) (x) in the case of the amendments to the Credit Agreement effected by Section 2.02 hereof, the “Required Lenders” (as defined in the Credit Agreement prior to giving effect to this First Amendment) and (y) in the case of the amendments effected by Section 2.01 hereof, the Incremental Lenders, and (ii) the Company and the Administrative Agent, or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission (including Adobe pdf file) of an executed signature page of this First Amendment) that each such party has executed a counterpart signature page of this First Amendment.

(b)Payment of Fees.  There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of this First Amendment on the First Amendment Effective Date), as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) invoiced at least one Business Day prior to the First Amendment Effective Date, and with reasonable supporting documentation, that are due and payable on or before the First Amendment Effective Date.

(c)Deliverables.  The Administrative Agent’s receipt of the following, on or prior to the First Amendment Effective Date, each dated the First Amendment Effective Date (unless otherwise indicated or agreed to by the Administrative Agent) and each in form and substance reasonably satisfactory to the Administrative Agent:

(i)if requested by any Incremental Lender at least two Business Days prior to the First Amendment Effective Date, a Note executed by the Company in favor of such Incremental Lender;

(ii)certified copies of resolutions of the board of directors of each Credit Party approving the execution, delivery and performance of this First Amendment and the transactions contemplated hereby;

(iii)to the extent not previously delivered to the Administrative Agent, true and correct copies of the Organization Documents of each Credit Party, certified as to authenticity by the Secretary or Assistant Secretary of each such Credit Party;

(iv)copies of certificates from the Secretary of State or other appropriate authority of such jurisdiction, evidencing good standing of each Credit Party in its jurisdiction of incorporation and in each state where the ownership, lease or operation of property or the conduct of business requires it to qualify as a foreign corporation except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect;

(v)opinions addressed to the Administrative Agent, the Collateral Agent and the Lenders of (A) Shearman & Sterling LLP, New York counsel to the Company, and (B) Ryan M. Patch, general counsel to the Company, each in form and substance reasonably satisfactory to the Administrative Agent; and

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(vi)closing certificates of the Company, substantially in the form of Exhibits B-1 and B-2 to the Credit Agreement, respectively, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent and its counsel, dated as of the First Amendment Effective Date and executed by (A) the President or any Vice President and (B) the Secretary or any Assistant Secretary of the Company.

(d)Representations and Warranties.  Each of the representations set forth in Article VI of the Credit Agreement, or which are contained in any other Credit Document, to the extent already qualified by materiality, shall be true and correct in all respects, and, if not so already qualified, shall be true and correct in all material respects, in any case on and as of the date of this First Amendment, in each case as if made on and as of such date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(e)No Default or Event of Default.  No Default or Event of Default shall have occurred and be continuing on the date of this First Amendment or the date of effectiveness of the First Revolving Credit Commitment Increase or after giving effect to the First Revolving Credit Commitment Increase or the other amendments to the Credit Agreement contained herein.

(f)Financial Compliance.  After giving effect to this First Amendment and the effectiveness of the First Revolving Credit Commitment Increase, the Company shall be in compliance with the covenants set forth in Section 9.1 of the Credit Agreement and (y) the Secured Leverage Ratio of the Company and its Consolidated Subsidiaries shall be less than 2.75 to 1.00, in each case, calculated on a pro-forma basis as of the last day of the fiscal quarter ending on or immediately preceding the First Amendment Effective Date for which the relevant financial information has been delivered to the Lenders pursuant to Section 8.1 or 8.2 of the Credit Agreement, as applicable, giving effect to the full amount of the First Revolving Credit Commitment Increase contemplated by this First Amendment as if it had been fully drawn on the first day of the Measurement Period ending on the last day of such fiscal quarter.

Section 3.02  Effects of this First Amendment.

(a)On the First Amendment Effective Date, the Credit Agreement will be automatically amended to reflect the amendments thereto provided for in this First Amendment.  The rights and obligations of the parties hereto shall be governed (i) prior to the First Amendment Effective Date, by the Credit Agreement and (ii) on and after the First Amendment Effective Date, by the Amended Credit Agreement.  Once the First Amendment Effective Date has occurred, all references to the Credit Agreement or “this Amended Agreement” in any document, instrument, agreement, or writing shall be deemed to refer to the Amended Credit Agreement.

(b)Other than as specifically provided herein, this First Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Administrative Agent or any Lender under the Credit Agreement or any other Credit Document or of any other term or condition of the Credit Agreement or any other Credit Document, nor shall the entering into of this First Amendment preclude the Administrative Agent and/or any Lender from refusing to enter into any further waivers or amendments with respect thereto.  This First Amendment is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender shall have any obligation to extend credit to the Company other than pursuant to the strict terms of the Credit Agreement and the other Credit Documents, as amended or supplemented to date (including by means of this First Amendment).

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(c)The Incremental Lenders shall be Lenders for purposes of the Credit Documents.

Section 3.03  Acknowledgement and Affirmation of Security Interests.  (a) Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this First Amendment and the Credit Agreement and consents to the amendments to the Credit Agreement effected pursuant to this First Amendment.  Each Credit Party hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents, the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document).

(b)Each Credit Party acknowledges and agrees that (i) any of the Credit Documents to which it is a party or is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid, enforceable, ratified and confirmed in all respects and shall not be impaired or limited by the execution or effectiveness of this First Amendment or the Amended Credit Agreement, and (ii) all security interests created under any of the Collateral Documents shall continue in full force and effect pursuant to the terms of such Collateral Document.  Each Credit Party represents and warrants that all representations and warranties contained in this First Amendment and the other Credit Documents to which it is a party or is otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

(c)Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Party (other than the Company) is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Credit Party (other than the Company) to any future amendments to the Credit Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01  Representations and Warranties of the Company.  In order to induce the Incremental Lenders to commit to provide the First Revolving Credit Commitment Increase, the Company represents and warrants, as of the First Amendment Effective Date, as set forth below:

(a)Power and Authority.  Each Credit Party has the corporate power and authority and the legal right (i) to make, deliver and perform this First Amendment and any agreement or certificate required to be delivered hereunder (collectively, the “First Amendment Documents”) to which it is a party, and (ii) to perform the Amended Credit Agreement.  Each Credit Party has taken all necessary corporate action to authorize the execution, delivery and performance of the First Amendment Documents to which it is a party, and the performance of the Amended Credit Agreement.  No consent or authorization of, or filing with, any Person (including, without limitation, any Governmental Authority) is required in connection with the execution, delivery or performance by any Credit Party, or the validity or enforceability against any Credit Party, of (x) any First Amendment Document to the extent that it is a party thereto, or (y) the Amended Credit Agreement (with respect only to the performance thereof), in each case other than any such consent or authorization which has been obtained or filing which has been made to the extent required hereunder, or the failure of which to obtain could have a Material Adverse Effect.

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(b)Binding Effect.  Each of the First Amendment Documents has been duly executed and delivered on behalf of each Credit Party party thereto, and each of such First Amendment Documents and the Amended Credit Agreement constitute the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

ARTICLE V

MISCELLANEOUS

Section 5.01  Headings.  The various headings of this First Amendment are included for convenience of reference only and shall not affect the interpretation of this First Amendment or any provision hereof.

Section 5.02  Successors and Assigns.  This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 5.03  Counterparts.  This First Amendment may be executed by one or more of the parties to this First Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this First Amendment, executed by each party hereto, shall be lodged with the Company and the Administrative Agent.

Section 5.04  Integration.  This First Amendment, the Amended Credit Agreement and the other Credit Documents represent the entire agreement of the Credit Parties, the Agents and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Agent or any Lender relative to the subject matter hereof or thereof not expressly set forth or referred to herein or in the other Credit Documents.

Section 5.05  GOVERNING LAW; NO THIRD PARTY RIGHTS.  THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT AND THE AMENDED CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.  THIS FIRST AMENDMENT IS SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND, EXCEPT AS SET FORTH IN SECTION 12.6 OF THE AMENDED CREDIT AGREEMENT, NO OTHER PERSONS SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY OR INTEREST UNDER, OR BECAUSE OF THE EXISTENCE OF, THIS FIRST AMENDMENT OR THE AMENDED CREDIT AGREEMENT.

Section 5.06  SUBMISSION TO JURISDICTION; WAIVERS.  (a)  EACH PARTY TO THIS FIRST AMENDMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(i)SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS FIRST AMENDMENT, THE AMENDED CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

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(ii)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(iii)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 12.2 OF THE AMENDED CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; AND

(iv)AGREES THAT NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

(b)EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT, THE AMENDED CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FIRST AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 5.07  Fees and Expenses.  The Company agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates to the extent required by Section 12.5 of the Amended Credit Agreement.

Section 5.08  Credit Document Pursuant to Credit Agreement.  This First Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement (and, following the date hereof, the Amended Credit Agreement).  From and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Amended Credit Agreement.

Section 5.09  Post-Closing Covenant.  The Company agrees to deliver or cause to be delivered, on or prior to the date that is 45 days following the First Amendment Effective Date, any security agreements, pledge agreements, mortgages or similar collateral documents, and any amendments to any such collateral documents, as may be required to cause the Collateral Agent to have a perfected security interest, for the benefit of the Secured Parties (as defined in the Amended Credit Agreement), in 65% of the Equity Interests of Burns Aerospace Europe SARL and 65% of the Equity Interests of BE Aerospace Investments Holdings Ltd., as security for the Obligations as required under the Credit Agreement.

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Section 5.10  Resignation of UBS Securities LLC.  By executing this First Amendment, UBS Securities LLC hereby resigns as Syndication Agent under and pursuant to the Amended Credit Agreement effective as of the date hereof.  This Section 5.10 shall constitute the notice pursuant to Section 11.9 of the Amended Credit Agreement and each Lender party hereto hereby waives the 30 day notice period (set forth in Section 11.9 of the Credit Agreement) which would otherwise be applicable to such resignation.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the signatories hereto have caused this First Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

COMPANY:	B/E AEROSPACE, INC.
	By:
		Name:
		Title:

S-1

ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	By:
		Name:
		Title:

S-2

DOCUMENTATION AGENT:	BARCLAYS BANK PLC,  as Documentation Agent
	By:
		Name:
		Title:

S-3

DOCUMENTATION AGENT:	UBS SECURITIES LLC, as Documentation Agent, and as Resigning Syndication Agent
	By:
		Name:
		Title:

S-4

ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS:	JPMORGAN CHASE BANK, N.A., as Administrative Agent, for and on behalf of the Lenders who have delivered a signature page hereto pursuant to Section 12.1 of the Credit Agreement
	By:
		Name:
		Title:

S-5

INCREMENTAL LENDERS:	JPMORGAN CHASE BANK, N.A. as an Incremental Lender
	By:
		Name:
		Title:

S-6

______________________, as an Incremental Lender
By:
	Name:
	Title:

S-7

Annex I

Lender	Revolving Credit Commitment Increase
JPMorgan Chase Bank, N.A.	$	9,666,666
Citibank, N.A.	$	15,000,000
SunTrust Bank	$	9,666,667
Wells Fargo Bank, N.A.	$	9,666,667
Credit Suisse AG, Cayman Islands Branch	$	12,500,000
Goldman Sachs Bank USA	$	24,500,000
Royal Bank of Canada	$	12,500,000
TD Bank, N.A.	$	35,000,000
The Royal Bank of Scotland PLC	$	21,500,000
Barclays Bank PLC	$	75,000,000
UBS Loan Finance LLC		-
Deutsche Bank AG New York Branch	$	62,500,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	21,500,000
U.S. Bank National Association	$	10,000,000
PNC Bank National Association	$	8,000,000
Branch Banking & Trust Company	$	5,000,000
Capital One Business Credit Corp.	$	15,000,000
Sumitomo Mitsui Banking Corporation	$	18,000,000
Commerzabnk AG, New York and Grand Cayman Branches	$	30,000,000
Morgan Stanley Bank, N.A.		-
Capital Bank, N.A.	$	25,000,000
The Northern Trust Company	$	20,000,000
City National Bank of Florida	$	10,000,000
First Commercial Bank, Ltd, New York Branch		-
TOTAL:	$	450,000,000

Schedule 1A

COMMITMENT AMOUNTS

Lender	Revolving Credit Commitment
JPMorgan Chase Bank, N.A.	$	90,000,000
Citibank, N.A.	$	90,000,000
SunTrust Bank	$	90,000,000
Wells Fargo Bank, N.A.	$	90,000,000
Credit Suisse AG, Cayman Islands Branch	$	87,500,000
Goldman Sachs Bank USA	$	87,500,000
Royal Bank of Canada	$	87,500,000
TD Bank, N.A.	$	85,000,000
The Royal Bank of Scotland PLC	$	85,000,000
Barclays Bank PLC	$	75,000,000
UBS Loan Finance LLC	$	75,000,000
Deutsche Bank AG New York Branch	$	62,500,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	59,600,000
U.S. Bank National Association	$	55,000,000
PNC Bank National Association	$	45,000,000
Branch Banking & Trust Company	$	40,000,000
Capital One Business Credit Corp.	$	40,000,000
Sumitomo Mitsui Banking Corporation	$	40,000,000
Commerzabnk AG, New York and Grand Cayman Branches	$	30,000,000
Morgan Stanley Bank, N.A.	$	25,400,000
Capital Bank, N.A.	$	25,000,000
The Northern Trust Company	$	20,000,000
City National Bank of Florida	$	10,000,000
First Commercial Bank, Ltd, New York Branch	$	5,000,000
TOTAL:	$	1,400,000,000

EX-10.2

Exhibit 10.2

First Amendment to Amended and Restated Employment Agreement

1.           This first amendment (the “First Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Amin J. Khoury (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”).

2.           The Agreement is amended as follows:

In the first sentence of Section 7.1.1 of the Agreement the phrase “(i) for purposes of Section 7.4, and following the occurrence of a Change of Control (as defined below), the date of the Change of Control, or (ii)” shall be inserted between the words “mean” and “the”; and

the word “other” shall be inserted between the words “any” and “reason”.

3.           Except as set forth in this First Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms, and any previous amendments thereto. If there is conflict between this First Amendment and the Agreement or any earlier amendment, the terms of this First Amendment will prevail.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date written below.

EXECUTIVE
/s/ Amin J. Khoury
Amin J. Khoury
Dated:	May 12, 2014

B/E Aerospace, Inc.
/s/ Ryan M. Patch
Ryan M. Patch
Vice President, Corporate Secretary and General Counsel
Dated:	May 12, 2014

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EX-10.3

Exhibit 10.3

Second Amendment to Amended and Restated Employment Agreement

1.           This second amendment (the “Second Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Werner Lieberherr (“Executive”), parties to that certain Amended and Restated Employment Agreement dated January 1, 2014 (the “Agreement”).

2.           The Agreement is amended as follows:

In the second sentence of Section 5(a) of the Agreement, the phrase “or (ii)” shall be deleted and replaced by the phrase “(ii) for purposes of Section 5(f), and following the occurrence of a Change of Control, the date of the Change of Control, or (iii)”.

3.           Except as set forth in this Second Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms, and any previous amendments thereto. If there is conflict between this Second Amendment and the Agreement or any earlier amendment, the terms of this Second Amendment will prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date written below.

EXECUTIVE
/s/ Werner Lieberherr
Werner Lieberherr
Dated:	May 12, 2014

B/E Aerospace, Inc.
/s/ Thomas P. McCaffrey
Thomas P. McCaffrey
Senior Vice President and Chief Financial Officer
Dated:	May 12, 2014

EX-10.4

Exhibit 10.4

First Amendment to Amended and Restated Employment Agreement

1.           This first amendment (the “First Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Thomas P. McCaffrey (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”).

2.           The Agreement is amended as follows:

In the first sentence of Section 5(a) of the Agreement:

the phrase “and (ii)” shall be deleted and replaced by the phrase “(ii) for purposes of Section 5(e), and following the occurrence of a Change of Control (as defined below), the date of the Change of Control, or (iii)”; and

the word “other” shall be inserted between the words “any” and “reason”.

3.           Except as set forth in this First Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms, and any previous amendments thereto. If there is conflict between this First Amendment and the Agreement or any earlier amendment, the terms of this First Amendment will prevail.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date written below.

EXECUTIVE
/s/ Thomas P. McCaffrey
Thomas P. McCaffrey
Dated:	May 12, 2014

B/E Aerospace, Inc.
/s/ Amin J. Khoury
Amin J. Khoury
Chairman and Chief Executive Officer
Dated:	May 12, 2014

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EX-10.5

Exhibit 10.5

Second Amendment to Amended and Restated Employment Agreement

1.           This second amendment (the “Second Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Ryan M. Patch (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”).

2.           The Agreement is amended as follows:

In the second sentence of Section 5(a) of the Agreement, the phrase “or (ii)” shall be deleted and replaced by the phrase “(ii) for purposes of Section 5(f), and following the occurrence of a Change of Control, the date of the Change of Control, or (iii)”.

3.           Except as set forth in this Second Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms, and any previous amendments thereto. If there is conflict between this Second Amendment and the Agreement or any earlier amendment, the terms of this Second Amendment will prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date written below.

EXECUTIVE
/s/ Ryan M. Patch
Ryan M. Patch
Dated:	May 12, 2014

B/E Aerospace, Inc.
/s/ Thomas P. McCaffrey
Thomas P. McCaffrey
Senior Vice President and Chief Financial Officer
Dated:	May 12, 2014

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Amin J. Khoury, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of 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: July 30, 2014	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Co-Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Thomas P. McCaffrey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of 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 recentevaluation of internal control over financial reporting, to the registrant’s auditors and the auditcommittee 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: July 30, 2014	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and
		Chief Financial Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATIONS

I, Werner Lieberherr, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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: July 30, 2014	By:	/s/ Werner Lieberherr
		Werner Lieberherr
		President and Co-Chief Executive Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of B/E Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Amin J. Khoury, Chairman and Co-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: July 30, 2014	By:	/s/ Amin J. Khoury
		Amin J. Khoury
		Chairman and Co-Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of B/E Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, 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: July 30, 2014	By:	/s/ Thomas P. McCaffrey
		Thomas P. McCaffrey
		Senior Vice President and
		Chief Financial Officer

EX-32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS REQUIRED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of B/E Aerospace, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Werner Lieberherr, President and Co-Chief Executive Officer of the Company, certify that to the best of my knowledge:

3. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date: July 30, 2014	By:	/s/ Werner Lieberherr
		Werner Lieberherr
		President and Co-Chief Executive Officer

XML

Segment Reporting - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Total assets	$ 6,848.4	$ 5,696.2
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Total assets	$ 378.3	$ 736.8

XML

Commitments, Contingencies and Off-Balance Sheet Arrangements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014
Commitments and Contingencies Disclosure [Line Items]
Operating lease, future minimum lease payments	$ 331.6

XML

Preliminary Estimates of Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill	$ 2,297.1	$ 1,571.0
Energy Services
Business Combination, Separately Recognized Transactions [Line Items]
Accounts receivable-trade	36.8	10.9
Inventories	1.7	3.9
Other current and non-current assets	2.5	0.2
Property and equipment	141.5	34.3
Goodwill	333.1	54.7
Identified intangibles	109.0	20.5
Accounts payable	(6.8)	(9.9)
Other current and non-current liabilities	(106.2)	(0.6)
Total purchase price	511.6	114.0
Manufacturing | Domestic
Business Combination, Separately Recognized Transactions [Line Items]
Accounts receivable-trade	12.5
Inventories	17.3
Other current and non-current assets	1.3
Property and equipment	6.6
Goodwill	185.0
Identified intangibles	46.3
Accounts payable	(4.3)
Other current and non-current liabilities	(8.4)
Total purchase price	256.3
Manufacturing | Foreign
Business Combination, Separately Recognized Transactions [Line Items]
Accounts receivable-trade	12.8
Inventories	8.0
Other current and non-current assets	0.5
Property and equipment	5.6
Goodwill	209.7
Identified intangibles	54.1
Accounts payable	(3.7)
Other current and non-current liabilities	(11.7)
Total purchase price	$ 275.3

XML

Accounting for Uncertainty in Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2014
Deferred Taxes Classification [Line Items]
Unrecognized tax benefits that, if recognized, would affect the effective tax rate	$ 45.0	$ 46.8
Number of tax years the company is currently open to audit by tax authorities	7 years
Maximum
Deferred Taxes Classification [Line Items]
Liability for unrecognized tax benefits for interest and penalties	$ 2.0	$ 2.0

XML

Goodwill by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill	$ 2,297.1	$ 1,571.0
Commercial Aircraft
Goodwill [Line Items]
Goodwill	395.3	394.6
Consumables Management
Goodwill [Line Items]
Goodwill	1,415.6	1,086.5
Business Jet
Goodwill [Line Items]
Goodwill	$ 486.2	$ 89.9

XML

Inventories

6 Months Ended

Jun. 30, 2014

Inventories

Note 4.               Inventories

Inventories are stated at the lower of cost or market. Cost is determined using FIFO or the weighted average cost method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. In accordance with industry practice, costs in inventory include amounts relating to long-term contracts with long production cycles and inventory items with long procurement cycles, some of which are not expected to be realized within one year. Work-in-process inventories include costs and estimated earnings in excess of billings on uncompleted contracts of $127.7 and $107.5 and excess over average costs on long-term contracts of $263.0 and $213.4 as of June 30, 2014 and December 31, 2013, respectively. Finished goods inventories primarily consist of aerospace fasteners. Inventory reserves were approximately $70.7 and $64.4 as of June 30, 2014 and December 31, 2013, respectively. Inventories, net of reserves, consist of the following:

	June 30, 2014		December 31, 2013
Purchased materials and component parts	$	304.2	$	243.4
Work-in-process		555.9		484.0
Finished goods		1,273.0		1,216.4
	$	2,133.1	$	1,943.8

XML

Intangible Assets by Major Asset Class (Detail) (USD $) In Millions, unless otherwise specified				6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Customer contracts and relationships	Jun. 30, 2014 Customer contracts and relationships Minimum	Jun. 30, 2014 Customer contracts and relationships Maximum	Jun. 30, 2014 Acquired technologies	Jun. 30, 2014 Acquired technologies Minimum	Jun. 30, 2014 Acquired technologies Maximum	Jun. 30, 2014 Replacement parts annuity and product approvals	Jun. 30, 2014 Replacement parts annuity and product approvals Minimum	Jun. 30, 2014 Replacement parts annuity and product approvals Maximum	Jun. 30, 2014 Technical qualifications, plans and drawings	Jun. 30, 2014 Technical qualifications, plans and drawings Minimum	Jun. 30, 2014 Technical qualifications, plans and drawings Maximum	Jun. 30, 2014 Trademarks and patents	Jun. 30, 2014 Trademarks and patents Minimum	Jun. 30, 2014 Trademarks and patents Maximum	Jun. 30, 2014 Covenants not to compete and other identified intangibles	Jun. 30, 2014 Covenants not to compete and other identified intangibles Minimum	Jun. 30, 2014 Covenants not to compete and other identified intangibles Maximum	Jun. 30, 2014 Trade names	Jun. 30, 2014 Trade names Minimum	Jun. 30, 2014 Trade names Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Intangible assets, original cost	$ 864.3
Useful life (years)																							Indefinite
Finite lived intangible assets, original cost			549.7			141.4			7.8			17.7			23.9			39.7			84.1
Accumulated Amortization	198.2	179.8	99.1			57.1			6.3			15.2			16.0			3.5			1.0
Intangible assets, net book value	666.1	472.2
Finite lived intangible assets, net book value			$ 450.6			$ 84.3			$ 1.5			$ 2.5			$ 7.9			$ 36.2			$ 83.1
Useful life (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

Inventories (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Inventory [Line Items]
Purchased materials and component parts	$ 304.2	$ 243.4
Work-in-process	555.9	484.0
Finished goods	1,273.0	1,216.4
Inventories	$ 2,133.1	$ 1,943.8

XML

Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Goodwill and Intangible Assets Disclosure [Line Items]
Amortization expense on identifiable intangible assets	$ 10.6	$ 7.4	$ 19.7	$ 15.1
Expected amortization expenses in year one	50		50
Expected amortization expenses in year two	50		50
Expected amortization expenses in year three	50		50
Expected amortization expenses in year four	50		50
Expected amortization expenses in year five	50		50
Goodwill increase during period			$ 726

XML

Long-Term Debt - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended		6 Months Ended						3 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 London Interbank Offered Rate (LIBOR)	Jun. 30, 2014 Prime Rate	Jun. 30, 2014 Revolving Credit Facility	Jun. 30, 2014 Revolving Credit Facility Amendment No.1	Jun. 30, 2014 Revolving Credit Facility Before Amendment	Jun. 30, 2014 Covenant Requirement Minimum	Jun. 30, 2014 Covenant Requirement Maximum	Jun. 30, 2014 Senior Unsecured Notes 5.25 Percent	Jun. 30, 2014 Senior Unsecured Notes 5.0 percent	Jun. 30, 2014 Senior Unsecured Notes 6.875 Percent Due 2020
Debt Instrument [Line Items]
Senior notes, aggregate principal amount										$ 1,300.0		$ 650.0
Debt, interest rate										5.25%	5.00%	6.875%
Senior notes, net of original issue discount or premiums										1,313.1		645.9
Debt, due date					2017							2020
Revolving credit facility						1,400.0	950.0
Borrowings on line of credit	668.0				668.0
Revolving credit facility, interest rate, additional rate			1.75%	0.75%
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 175 basis points or Prime (as defined in the Revolving Credit Facility) plus 75 basis points.
Revolving credit facility, average interest rate	1.93%
Outstanding letter of credit amount	$ 8.2	$ 6.1
Interest coverage ratio								200.00%
Total leverage ratio									425.00%

XML

Business Combinations

6 Months Ended

Jun. 30, 2014

Business Combinations

Note 3.                  Business Combinations

       Energy Services Acquisitions

In April 2014, the Company acquired the assets of the Vision Oil Tools, LLC group of companies (“Vision”), a provider of technical services and associated rental equipment and logistics services to the energy sector. Vision establishes a new geographical base of operations in the North Dakota (Williston/Bakken) and Rocky Mountain regions. The purchase price was $140.0 with the potential for an additional $35.0 in 2015 if Vision generates its planned 2014 EBITDA. The Company has performed an assessment of the progress to date and determined it is likely that Vision will achieve this amount, and accordingly has recorded the $35.0 as a liability as of June 30, 2014. During the second quarter, the Company also completed a bolt-on acquisition, which provides technical services, associated logistic services and rental equipment to the energy sector in the Eagle Ford and Permian basins. The purchase price was $70.7 with the potential for an additional $67.0 based on achieving 2014 planned EBITDA. The Company has performed an assessment of the results to date and determined it is likely that such amount will be realized and accordingly, has recorded the $67.0 as a liability as of June 30, 2014. The Company also completed one additional bolt-on acquisition engaged in manufacturing and rental of equipment in the Marcellus/Utica basin for approximately $45.0. In January 2014, the Company acquired the assets of the LT Energy Services group of companies (“LT”), an Eagle Ford basin provider of rental equipment, for a net purchase price of approximately $102.5. In February 2014, the Company acquired the assets of Wildcat Wireline LLC (“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 $153.4.

During the third and fourth quarters of 2013, the Company acquired the assets of Blue Dot Energy Services, LLC (“Blue Dot”) and Bulldog Frac Rentals, LLC (“Bulldog”), providers of technical services and associated rental equipment and logistics services to the energy sector, for a net purchase price of $114.0.

All of the aforementioned acquisitions are included in the consumables management segment and collectively referred to as the “Energy Services Acquisitions”.

Manufacturing Acquisitions

In June 2014, the Company acquired the outstanding shares of the EMTEQ, Inc. group of companies, a domestic provider of aircraft interior and exterior lighting systems, as well as aircraft cabin management and power systems for a purchase price of $256.3, net of cash acquired. The Company also acquired the outstanding shares of the F+E Fischer + Entwicklungen GmbH & Co. KG group of companies (“Fischer”) a leading Europe-based manufacturer of seating products for civilian helicopters for a purchase price of $212.3, net of cash acquired. During the second quarter, the Company also acquired one smaller business based in Europe for a purchase price of $63.0, net of cash acquired. These acquisitions are included in the business jet segment and collectively referred to as the “Manufacturing Acquisitions.”

The Energy Services Acquisitions and Manufacturing Acquisitions were accounted for as purchases under FASB ASC 805, Business Combinations (“ASC 805”). The assets purchased and liabilities assumed for the Energy Services Acquisitions and Manufacturing Acquisitions have been reflected in the accompanying consolidated balance sheet as of June 30, 2014, and the results of operations for the Energy Services Acquisitions and Manufacturing Acquisitions are included in the accompanying consolidated statements of earnings from their respective dates of acquisition.

The valuation of certain assets, principally intangible assets, is not yet complete, and as such, the Company has not yet finalized its allocation of the purchase prices for the Energy Services Acquisitions and Manufacturing Acquisitions.

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

	2014			2013
Accounts receivable-trade	$	36.8		$	10.9
Inventories		1.7			3.9
Other current and non-current assets		2.5			0.2
Property and equipment		141.5			34.3
Goodwill		333.1			54.7
Identified intangibles		109.0			20.5
Accounts payable		(6.8	)		(9.9	)
Other current and non-current liabilities		(106.2	)		(0.6	)
Total purchase price	$	511.6		$	114.0

All of the goodwill and other intangible assets related to the Energy Services Acquisitions are expected to be deductible for tax purposes.

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

	Domestic			Foreign
Accounts receivable-trade	$	12.5		$	12.8
Inventories		17.3			8.0
Other current and non-current assets		1.3			0.5
Property and equipment		6.6			5.6
Goodwill		185.0			209.7
Identified intangibles		46.3			54.1
Accounts payable		(4.3	)		(3.7	)
Other current and non-current liabilities		(8.4	)		(11.7	)
Total purchase price	$	256.3		$	275.3

The majority of the goodwill and intangible assets related to the Manufacturing Acquisitions is not expected to be deductible for tax purposes.

The amount of Energy Services Acquisitions revenues included in the three and six month periods ended June 30, 2014 were $90.4 and $134.9, respectively. The amount of Manufacturing Acquisitions revenues  included in the three month period ended June 30, 2014 was $10.7.

     Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share for the three and six month periods ended June 30, 2014 and 2013, respectively, giving effect to all acquisitions as if they had occurred on January 1, 2013 were as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
	Pro forma		Pro forma		Pro forma		Pro forma
Revenues	$	1,138.0	$	974.0	$	2,247.3	$	1,932.3
Net earnings		122.4		105.1		252.4		205.1
Diluted net earnings per share		1.17		1.01		2.42		1.98

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Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Revolving credit facility, amount outstanding	$ 668.0	$ 0
Fair Value, Inputs, Level 2 | Senior Unsecured Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior unsecured notes, fair value	$ 2,120.7	$ 2,058.5

XML

Net Earnings Per Common Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share Disclosure [Line Items]
Anti-dilutive securities excluded from determination of diluted earnings per common share	0	0.1	0	0.1

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 216.5	$ 637.8
Accounts receivable - trade, less allowance for doubtful accounts ($10.8 at June 30, 2014 and $10.4 at December 31, 2013)	676.2	484.1
Inventories	2,133.1	1,943.8
Deferred income taxes	31.5	29.4
Other current assets	91.8	64.6
Total current assets	3,149.1	3,159.7
Property and equipment, net of accumulated depreciation ($331.5 at June 30, 2014 and $289.0 at December 31, 2013)	658.8	425.7
Goodwill	2,297.1	1,571.0
Identifiable intangible assets, net of accumulated amortization ($198.2 at June 30, 2014 and $179.8 at December 31, 2013)	666.1	472.2
Other assets	77.3	67.6
Total assets	6,848.4	5,696.2
Current liabilities:
Accounts payable	443.9	357.9
Accrued liabilities	650.6	521.2
Total current liabilities	1,094.5	879.1
Long-term debt	2,627.0	1,959.4
Deferred income taxes	176.7	165.0
Other non-current liabilities	91.6	83.5
Commitments, contingencies and off-balance sheet arrangements (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value; 1.0 million shares authorized; no shares outstanding	0	0
Common stock, $0.01 par value; 200.0 million shares authorized; 105.9 million shares issued as of June 30, 2014 and 105.7 million shares issued as of December 31, 2013	1.1	1.1
Additional paid-in capital	1,711.3	1,688.8
Retained earnings	1,140.9	923.3
Accumulated other comprehensive income (loss)	5.3	(4.0)
Total stockholders' equity	2,858.6	2,609.2
Liabilities and Equity, Total	$ 6,848.4	$ 5,696.2

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Basis of Presentation

6 Months Ended

Jun. 30, 2014

Basis of Presentation

Note 1.                  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal recurring nature and have been reflected in the condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. The information included in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the B/E Aerospace, Inc. (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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

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Revenues and Operating Earnings by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 1,089.5		$ 850.3		$ 2,100.7		$ 1,692.5
Operating earnings	185.3	[1]	158.7	[1]	368.3	[1]	312.3	[1]
Interest expense	31.7		30.5		62.3		61.1
Earnings before income taxes	153.6		128.2		306.0		251.2
Commercial Aircraft
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	541.1		431.2		1,064.5		851.2
Operating earnings	98.3		79.7		191.4		153.9
Consumables Management
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	426.7		312.7		793.3		639.4
Operating earnings	71.1		61.3		139.9		126.1
Business Jet
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	121.7		106.4		242.9		201.9
Operating earnings	$ 15.9		$ 17.7		$ 37.0		$ 32.3

[1] Operating earnings include 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.

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2014

Revenues and Operating Earnings by Reportable Segment

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

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Revenues
Commercial aircraft	$	541.1	$	431.2	$	1,064.5	$	851.2
Consumables management		426.7		312.7		793.3		639.4
Business jet		121.7		106.4		242.9		201.9
	$	1,089.5	$	850.3	$	2,100.7	$	1,692.5
Operating earnings (1)
Commercial aircraft	$	98.3	$	79.7	$	191.4	$	153.9
Consumables management		71.1		61.3		139.9		126.1
Business jet		15.9		17.7		37.0		32.3
		185.3		158.7		368.3		312.3
Interest expense		31.7		30.5		62.3		61.1
Earnings before income taxes	$	153.6	$	128.2	$	306.0	$	251.2

(1) Operating earnings include 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.

Capital Expenditures by Reportable Segment

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Commercial aircraft	$	21.2	$	18.3	$	47.6	$	42.3
Consumables management		37.4		9.2		61.0		18.9
Business jet		7.9		3.1		14.1		6.6
	$	66.5	$	30.6	$	122.7	$	67.8

Goodwill by Reportable Segment

The following table presents goodwill by reportable segment:

	June 30,		December 31,
	2014		2013
Commercial aircraft	$	395.3	$	394.6
Consumables management		1,415.6		1,086.5
Business jet		486.2		89.9
	$	2,297.1	$	1,571.0

Total Assets by Reportable Segment

The following table presents total assets by reportable segment:

	June 30,		December 31,
	2014		2013
Commercial aircraft	$	1,952.2	$	2,016.5
Consumables management		3,866.7		3,212.8
Business jet		1,029.5		466.9
	$	6,848.4	$	5,696.2

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Capital Expenditures by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 66.5	$ 30.6	$ 122.7	$ 67.8
Commercial Aircraft
Property, Plant and Equipment [Line Items]
Capital expenditures	21.2	18.3	47.6	42.3
Consumables Management
Property, Plant and Equipment [Line Items]
Capital expenditures	37.4	9.2	61.0	18.9
Business Jet
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 7.9	$ 3.1	$ 14.1	$ 6.6

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Business Combinations - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended		1 Months Ended		1 Months Ended		3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended		1 Months Ended		3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Apr. 30, 2014 Vision Oil Tools, LLC	Jun. 30, 2014 Vision Oil Tools, LLC	Jan. 31, 2014 LT Energy Services	Feb. 28, 2014 Wildcat Wireline LLC	Jun. 30, 2014 Eagle Ford and Permian basins Entity	Jun. 30, 2014 Marcellus/Utica basin Entity	Jun. 30, 2014 Energy Services	Jun. 30, 2014 Energy Services	Dec. 31, 2013 Energy Services	Jun. 30, 2014 EMTEQ, Inc.	Jun. 30, 2014 F+E Fischer + Entwicklungen GmbH and Co. KG	Jun. 30, 2014 Smaller business Entity	Jun. 30, 2014 Manufacturing
Business Acquisition [Line Items]
Cash paid for business acquisition			$ 140.0		$ 102.5	$ 153.4	$ 70.7	$ 45.0			$ 114.0
Additional cash payment for business acquisition			35.0				67.0
Number of acquisitions							1	1						1
Recorded liability, amount				35.0			67.0
Purchase price, net of cash acquired	1,042.7	3.5										256.3	212.3	63.0
Acquisitions revenues									$ 90.4	$ 134.9					$ 10.7

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2014

Recent Accounting Pronouncements

Note 2.                   Recent Accounting Pronouncements

 In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-12, Compensation-Stock Compensation, which updated the guidance in ASC Topic 718, Compensation – Stock Compensation.The update is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial statements.

   In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updated the guidance in ASC Topic 606, Revenue Recognition. The amendments in this update are effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should identify the contract(s) with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract and recognize revenue when (or as) the entity satisfies a performance obligation. The Company is currently evaluating the impact this guidance will have on its consolidated financial condition, results of operations, cash flows and disclosures and is currently unable to estimate the impact of adopting this guidance.

In April 2014, FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment, which updated the guidance in ASC Topic 360, Property, Plant and Equipment. The updated guidance is effective prospectively for years beginning on or after December 15, 2014, with early application permitted. The amendments in this update change the requirements for reporting discontinued operations in Subtopic 205-20. Under this updated guidance, a discontinued operation will include a disposal of a major part of an entity’s operations and financial results such as a separate major line of business or a separate major geographical area of operations. The guidance raises the threshold to be a major operation but no longer precludes discontinued operations presentation where there is significant continuing involvement or cash flows with a disposed component of an entity. The guidance expands disclosures to include cash flows where there is significant continuing involvement with a discontinued operation and the pre-tax profit or loss of disposal transactions not reported as discontinued operations. The adoption of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2013, FASB issued 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 update was effective for interim periods beginning on or after December 15, 2013, and generally provides 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 did not have a material impact on the Company’s consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Accounts receivable - trade, allowance for doubtful accounts	$ 10.8	$ 10.4
Property and equipment, accumulated depreciation	331.5	289.0
Identifiable intangible assets, accumulated amortization	$ 198.2	$ 179.8
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	105.9	105.7

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Accounting for Uncertainty in Income Taxes

6 Months Ended

Jun. 30, 2014

Accounting for Uncertainty in Income Taxes

Note 12.Accounting for Uncertainty in Income Taxes

In accordance with FASB ASC 740, Income Taxes (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of June 30, 2014 and December 31, 2013, the Company had $46.8 and $45.0, respectively, of net unrecognized tax benefits. This liability, if recognized, would affect the Company’s effective tax rate. The Company is currently open to audit by the tax authorities for the seven tax years ended 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 June 30, 2014 and December 31, 2013.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Jul. 23, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	BEAV
Entity Registrant Name	B/E AEROSPACE INC
Entity Central Index Key	0000861361
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		105,302,650

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Pending Separation Transaction

6 Months Ended

Jun. 30, 2014

Pending Separation Transaction

Note 13.           Pending Separation Transaction

On June 10, 2014, the Company announced that its management and Board of Directors has commenced a process to separate its business into two independent, publicly traded companies – one focused on aircraft interior equipment – design, development, manufacturing, certification and direct sales on a global basis, and the other focused on distribution, logistics and technical services for the aerospace and energy markets.  The separation is expected to be completed by the end of the first calendar quarter of 2015 through a tax-free distribution to stockholders. Completion of the proposed separation is subject to certain conditions, including final approval by the Board of Directors, receipt of an appropriate tax opinion and effectiveness of a registration statement with the SEC.  

The Company expects to incur transaction expenses, which will likely be material.  These expenses are expected to be comprised of a number of different costs such as debt refinancing costs, investment banking fees, legal fees, consulting fees, audit fees, restructuring costs, moving expenses, branding expenses, severance expense and other similar costs.  We are currently not able to reasonably determine an estimate for the aforementioned costs given the preliminary stage of the initiative.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2014		Jun. 30, 2013		Jun. 30, 2014		Jun. 30, 2013
Revenues	$ 1,089.5		$ 850.3		$ 2,100.7		$ 1,692.5
Cost of sales	682.9		523.5		1,317.4		1,046.6
Selling, general and administrative	150.3		117.3		273.3		229.5
Research, development and engineering	71.0		50.8		141.7		104.1
Operating earnings	185.3	[1]	158.7	[1]	368.3	[1]	312.3	[1]
Operating earnings, as percentage of revenues	17.00%		18.70%		17.50%		18.50%
Interest expense	31.7		30.5		62.3		61.1
Earnings before income taxes	153.6		128.2		306.0		251.2
Income taxes	45.0		35.8		88.4		68.9
Net earnings	108.6		92.4		217.6		182.3
Other comprehensive income (loss):
Foreign currency translation adjustment and other	5.4		7.7		9.3		(31.0)
Comprehensive income	$ 114.0		$ 100.1		$ 226.9		$ 151.3
Net earnings per common share:
Basic	$ 1.05		$ 0.90		$ 2.09		$ 1.77
Diluted	$ 1.04		$ 0.89		$ 2.08		$ 1.76
Weighted average common shares:
Basic	103.9		103.1		103.9		103.1
Diluted	104.5		103.9		104.4		103.8

[1] Operating earnings include 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.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2014

Fair Value Measurements

Note 7.              Fair Value Measurements

All short-term financial instruments are generally 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 $668.0 outstanding under the Revolving Credit Facility as of June 30, 2014 (none at December 31, 2013). 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 $2,120.7 and $2,058.5 as of June 30, 2014 and December 31, 2013, respectively. There are no financial instruments with Level 3 inputs at any date.

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Long-Term Debt

6 Months Ended

Jun. 30, 2014

Long-Term Debt

Note 6.              Long-Term Debt

As of June 30, 2014, long-term debt consisted of $1,300.0 aggregate principal amount ($1,313.1 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 ($645.9 net of original issue discount) of 6.875% senior unsecured notes due 2020 (the “6.875% Notes). The Company also has a $1,400.0 revolving credit facility pursuant to  Amendment No.1 to the Second Amended and Restated Credit Agreement dated as of June 26, 2014 (the “Revolving Credit Facility”), $668.0 of which was drawn at June 30, 2014. The amendment to increase the size of the Revolving Credit Facility from $950.0 to $1,400.0 did not change any other material terms under the agreement. The Revolving Credit Facility matures in August 2017 unless terminated earlier.

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 175 basis points or Prime (as defined in the Revolving Credit Facility) plus 75 basis points. As of June 30, 2014, the rate under the Revolving Credit Facility was approximately 1.93%.

Letters of credit outstanding under the Revolving Credit Facility aggregated $8.2 at June 30, 2014 ($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 June 30, 2014.

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Net Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2014

Computations of Basic and Diluted Earnings Per Share

The computations of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013, respectively, are as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Net earnings	$	108.6	$	92.4	$	217.6	$	182.3
Basic weighted average common shares		103.9		103.1		103.9		103.1
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		0.5		0.7		0.4		0.6
Diluted weighted average common shares		104.5		103.9		104.4		103.8
Basic net earnings per common share	$	1.05	$	0.90	$	2.09	$	1.77
Diluted net earnings per common share	$	1.04	$	0.89	$	2.08	$	1.76

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2014

Consolidated Unaudited Pro Forma Revenues, Net Earnings and Diluted Net Earnings Per Share

Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share for the three and six month periods ended June 30, 2014 and 2013, respectively, giving effect to all acquisitions as if they had occurred on January 1, 2013 were as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013
	Pro forma		Pro forma		Pro forma		Pro forma
Revenues	$	1,138.0	$	974.0	$	2,247.3	$	1,932.3
Net earnings		122.4		105.1		252.4		205.1
Diluted net earnings per share		1.17		1.01		2.42		1.98

Energy Services

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 Energy Services Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

	2014			2013
Accounts receivable-trade	$	36.8		$	10.9
Inventories		1.7			3.9
Other current and non-current assets		2.5			0.2
Property and equipment		141.5			34.3
Goodwill		333.1			54.7
Identified intangibles		109.0			20.5
Accounts payable		(6.8	)		(9.9	)
Other current and non-current liabilities		(106.2	)		(0.6	)
Total purchase price	$	511.6		$	114.0

Manufacturing

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 Manufacturing Acquisitions in accordance with ASC 805, which are currently recorded based on management’s estimates as follows:

	Domestic			Foreign
Accounts receivable-trade	$	12.5		$	12.8
Inventories		17.3			8.0
Other current and non-current assets		1.3			0.5
Property and equipment		6.6			5.6
Goodwill		185.0			209.7
Identified intangibles		46.3			54.1
Accounts payable		(4.3	)		(3.7	)
Other current and non-current liabilities		(8.4	)		(11.7	)
Total purchase price	$	256.3		$	275.3

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Segment Reporting

6 Months Ended

Jun. 30, 2014

Segment Reporting

Note 10.           Segment Reporting

The Company is organized based on the products and services it offers. The Company’s reportable segments, which are also its operating segments, are comprised of commercial aircraft, consumables management and business jet. The Company is currently evaluating the appropriate structure and reporting classification of its business segments and reporting units in light of the Company’s announcement of its intention to spin-off its consumables management segment and depending on the results of this evaluation our reportable segments and reporting units may change in the future.

The Company evaluates segment performance based on segment operating earnings or losses. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operating decision-making group. This group is comprised of the Chairman and Co-Chief Executive Officer, the President and Co-Chief Executive 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, aircraft manufacturing and logistics customers.

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

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

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Revenues
Commercial aircraft	$	541.1	$	431.2	$	1,064.5	$	851.2
Consumables management		426.7		312.7		793.3		639.4
Business jet		121.7		106.4		242.9		201.9
	$	1,089.5	$	850.3	$	2,100.7	$	1,692.5
Operating earnings (1)
Commercial aircraft	$	98.3	$	79.7	$	191.4	$	153.9
Consumables management		71.1		61.3		139.9		126.1
Business jet		15.9		17.7		37.0		32.3
		185.3		158.7		368.3		312.3
Interest expense		31.7		30.5		62.3		61.1
Earnings before income taxes	$	153.6	$	128.2	$	306.0	$	251.2

(1) Operating earnings include 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.

The following table presents capital expenditures by reportable segment:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Commercial aircraft	$	21.2	$	18.3	$	47.6	$	42.3
Consumables management		37.4		9.2		61.0		18.9
Business jet		7.9		3.1		14.1		6.6
	$	66.5	$	30.6	$	122.7	$	67.8

Corporate capital expenditures have been allocated to the above segments in a manner consistent with our corporate expense allocations.

The following table presents goodwill by reportable segment:

	June 30,		December 31,
	2014		2013
Commercial aircraft	$	395.3	$	394.6
Consumables management		1,415.6		1,086.5
Business jet		486.2		89.9
	$	2,297.1	$	1,571.0

 The following table presents total assets by reportable segment:

	June 30,		December 31,
	2014		2013
Commercial aircraft	$	1,952.2	$	2,016.5
Consumables management		3,866.7		3,212.8
Business jet		1,029.5		466.9
	$	6,848.4	$	5,696.2

     Corporate assets (including cash and cash equivalents) of $378.3 and $736.8 at June 30, 2014 and December 31, 2013, respectively, have been allocated to the above segments in a manner consistent with our corporate expense allocations.

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Commitments, Contingencies and Off-Balance Sheet Arrangements

6 Months Ended

Jun. 30, 2014

Commitments, Contingencies and Off-Balance Sheet Arrangements

Note 8.              Commitments, Contingencies and Off-Balance Sheet Arrangements

Lease Commitments – The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the condensed consolidated balance sheets. At June 30, 2014, future minimum lease payments under these arrangements approximated $331.6, the majority of which related to long-term real estate leases.

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

Indemnities, Commitments and Guarantees – During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to the Company’s customers in connection with the 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 condensed consolidated financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.

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

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Accounting for Stock-Based Compensation

6 Months Ended

Jun. 30, 2014

Accounting for Stock-Based Compensation

Note 9.             Accounting for Stock-Based Compensation

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

Compensation cost generally is recognized on a straight-line basis over the vesting period of the shares. Share-based compensation of $7.0 and $13.4, and $5.6 and $11.1 was recognized during the three and six month periods ended June 30, 2014 and 2013, respectively, related to the equity grants made pursuant to the LTIP. Unrecognized compensation expense related to equity grants, including the estimated impact of any future forfeitures, was $53.8 at June 30, 2014.

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

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Net Earnings Per Common Share

6 Months Ended

Jun. 30, 2014

Net Earnings Per Common Share

Note 11.Net Earnings Per Common Share

Basic net earnings per common share is computed using the weighted average common shares outstanding during the period. Diluted net earnings per common share is computed by using the weighted average common shares outstanding including the dilutive effect of stock options, shares issued under the Employee Stock Purchase Plan and restricted shares based on an average share price during the period. For the three month periods ended June 30, 2014 and 2013, approximately 0.0 and 0.1 shares and for the six month periods ended June 30, 2014 and 2013, approximately 0.0 and 0.1 shares of the Company’s common stock, respectively, were excluded from the determination of diluted earnings per common share because their effect would have been anti-dilutive. The computations of basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013, respectively, are as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
	2014		2013		2014		2013
Net earnings	$	108.6	$	92.4	$	217.6	$	182.3
Basic weighted average common shares		103.9		103.1		103.9		103.1
Effect of dilutive stock options and
employee stock purchase plan shares		0.1		0.1		0.1		0.1
Effect of restricted shares issued		0.5		0.7		0.4		0.6
Diluted weighted average common shares		104.5		103.9		104.4		103.8
Basic net earnings per common share	$	1.05	$	0.90	$	2.09	$	1.77
Diluted net earnings per common share	$	1.04	$	0.89	$	2.08	$	1.76

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Accounting for Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of discounted closing price for Employee Stock Purchase Plan			85.00%
Long Term Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 7.0	$ 5.6	$ 13.4	$ 11.1
Unrecognized compensation cost	$ 53.8		$ 53.8

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Intangible Assets by Major Asset Class

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

			June 30, 2014
	Useful						Net
	Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Customer contracts and relationships		8-30	$	549.7	$	99.1	$	450.6
Acquired technologies		5-34		141.4		57.1		84.3
Replacement parts annuity and product approvals		7-22		7.8		6.3		1.5
Technical qualifications, plans and drawings		10-22		17.7		15.2		2.5
Trademarks and patents		3-20		23.9		16.0		7.9
Covenants not to compete and other identified intangibles		4-5		39.7		3.5		36.2
Trade names	15 - Indefinite			84.1		1.0		83.1
			$	864.3	$	198.2	$	666.1

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Consolidated Unaudited Pro Forma Revenues, Net Earnings and Diluted Net Earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Business Acquisition [Line Items]
Revenues	$ 1,138.0	$ 974.0	$ 2,247.3	$ 1,932.3
Net earnings	$ 122.4	$ 105.1	$ 252.4	$ 205.1
Diluted net earnings per share	$ 1.17	$ 1.01	$ 2.42	$ 1.98

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Computations of Basic and Diluted Earnings Per Share (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share Disclosure [Line Items]
Net earnings	$ 108.6	$ 92.4	$ 217.6	$ 182.3
Basic weighted average common shares	103.9	103.1	103.9	103.1
Effect of dilutive stock options and employee stock purchase plan shares	0.1	0.1	0.1	0.1
Effect of restricted shares issued	0.5	0.7	0.4	0.6
Diluted weighted average common shares	104.5	103.9	104.4	103.8
Basic net earnings per common share	$ 1.05	$ 0.90	$ 2.09	$ 1.77
Diluted net earnings per common share	$ 1.04	$ 0.89	$ 2.08	$ 1.76

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 217.6	$ 182.3
Adjustments to reconcile net earnings to net cash flows provided by operating activities, net of effects from acquisitions:
Depreciation and amortization	63.0	42.5
Deferred income taxes	7.3	18.6
Non-cash compensation	14.2	11.8
Provision for doubtful accounts	0.6	0.9
Loss on disposal of property and equipment	0.1	0.8
Tax benefits realized from prior exercises of employee stock options and restricted stock	(4.8)	(3.8)
Changes in operating assets and liabilities:
Accounts receivable	(128.1)	(68.7)
Inventories	(158.6)	(124.5)
Other current and non-current assets	(30.3)	(3.9)
Accounts payable and accrued liabilities	86.7	73.4
Net cash provided by operating activities	67.7	129.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(122.7)	(67.8)
Acquisitions, net of cash acquired	(1,042.7)	(3.5)
Net cash used in investing activities	(1,165.4)	(71.3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued	3.7	3.3
Purchase of treasury stock	(0.1)	(0.4)
Tax benefits realized from prior exercises of employee stock options and restricted stock	4.8	3.8
Principal payments on long-term debt		(0.3)
Borrowings on line of credit	668.0
Debt origination costs	(1.9)
Net cash provided by financing activities	674.5	6.4
Effect of foreign exchange rate changes on cash and cash equivalents	1.9	(5.8)
Net (decrease) increase in cash and cash equivalents	(421.3)	58.7
Cash and cash equivalents, beginning of period	637.8	513.7
Cash and cash equivalents, end of period	216.5	572.4
Cash paid during period for:
Interest	57.5	59.1
Income taxes	93.7	45.9
Supplemental schedule of noncash investing activities:
Accrued property additions	9.4	11.7
Contingent consideration	$ 102.0

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets

Note 5.              Goodwill and Intangible Assets

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

			June 30, 2014
	Useful						Net
	Life		Original		Accumulated		Book
	(Years)		Cost		Amortization		Value
Customer contracts and relationships		8-30	$	549.7	$	99.1	$	450.6
Acquired technologies		5-34		141.4		57.1		84.3
Replacement parts annuity and product approvals		7-22		7.8		6.3		1.5
Technical qualifications, plans and drawings		10-22		17.7		15.2		2.5
Trademarks and patents		3-20		23.9		16.0		7.9
Covenants not to compete and other identified intangibles		4-5		39.7		3.5		36.2
Trade names	15 - Indefinite			84.1		1.0		83.1
			$	864.3	$	198.2	$	666.1

Amortization expense associated with identifiable intangible assets was approximately $10.6 and $7.4 for the three month periods ended June 30, 2014 and 2013, respectively, and $19.7 and $15.1 for the six month periods ended June 30, 2014 and 2013, respectively. The Company currently expects to recognize amortization expense of approximately $50 in each of the next five fiscal years. The future amortization amounts are estimates. Actual future amortization expense may be different due to future acquisitions, impairments, changes in amortization periods or other factors such as changes in exchange rates for assets acquired outside the United States. The Company expenses costs to renew or extend the term of a recognized intangible asset. Goodwill increased approximately $726 during the six months ended June 30, 2014, primarily as a result of our preliminary estimate of goodwill associated with acquisitions completed in 2013 and 2014.

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Inventories - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Inventory [Line Items]
Inventory reserves	$ 70.7	$ 64.4
Work-in-process inventories
Inventory [Line Items]
Costs and estimated earnings in excess of billings on uncompleted contracts	127.7	107.5
Excess over average costs on long-term contracts	$ 263.0	$ 213.4

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Total Assets by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 6,848.4	$ 5,696.2
Commercial Aircraft
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,952.2	2,016.5
Consumables Management
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	3,866.7	3,212.8
Business Jet
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 1,029.5	$ 466.9

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Inventories (Tables)

6 Months Ended

Jun. 30, 2014

Inventories

Inventories, net of reserves, consist of the following:

	June 30, 2014		December 31, 2013
Purchased materials and component parts	$	304.2	$	243.4
Work-in-process		555.9		484.0
Finished goods		1,273.0		1,216.4
	$	2,133.1	$	1,943.8