10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For The Quarterly Period Ended September 30, 2015

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, Florida33414-2105

(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. YES[X] NO[ ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer (do not check if a smaller reporting company) [ ] Smaller reporting company [ ]

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

The registrant has one class of common stock, $0.01 par value, of which 104,525,977shares were outstanding as of October 23, 2015.

B/E AEROSPACE, INC.

Form 10-Q for the Quarter Ended September 30, 2015

Table of Contents

		Page
Part I	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Earnings and Comprehensive Income for the Three Months and Nine Months Ended September 30, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
Part II	Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits	29
Signatures		30

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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 Per Share Data)

	September 30,		December 31,
	2015		2014
ASSETS
Current assets:
Cash and cash equivalents	$	164.3	$	292.5
Accounts receivable – trade, less allowance for doubtful accounts		380.7		288.3
Inventories		1,085.9		924.3
Deferred income taxes		20.4		19.2
Other current assets		68.0		131.3
Total current assets		1,719.3		1,655.6
Property and equipment, net of accumulated depreciation ($337.0 at September 30, 2015 and  $312.0 at December 31, 2014)		399.5		397.6
Goodwill		820.6		840.4
Identifiable intangible assets, net of accumulated amortization		237.0		250.7
Other assets		39.1		47.8
	$	3,215.5	$	3,192.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	292.6	$	275.0
Accrued liabilities		543.1		491.2
Current maturities of long-term debt		-		17.4
Total current liabilities		835.7		783.6
Long-term debt		2,033.0		2,147.3
Deferred income taxes		129.7		129.4
Other non-current liabilities		128.7		121.7
Commitments, contingencies and off-balance sheet arrangements (Note 8)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1.0 shares authorized; no shares outstanding		--		--
Common stock, $0.01 par value; 200.0 shares authorized, 106.9 shares issued as of September 30, 2015 and 106.7 shares issued as of December 31, 2014		1.1		1.1
Additional paid-in capital		(855.9)		(884.6)
Treasury stock: 1.9 shares at September 30, 2015 and 0.7 shares at December 31, 2014		(89.4)		(28.6)
Retained earnings		1,169.4		1,027.6
Accumulated other comprehensive loss		(136.8)		(105.4)
Total stockholders’ equity		88.4		10.1
	$	3,215.5	$	3,192.1

Seeaccompanyingnotestocondensedconsolidatedfinancialstatements.

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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  September 30,				Nine months ended September 30,
	2015		2014		2015		2014
Revenues	$	679.8	$	653.7	$	2,070.4	$	1,961.1
Cost of sales		424.4		423.6		1,246.1		1,193.7
Selling, general and administrative		106.4		94.3		279.7		268.2
Research, development and engineering		73.8		71.7		216.4		213.4
Operating earnings		75.2		64.1		328.2		285.8
Operating earnings, as a percentage
of revenues		11.1%		9.8%		15.9%		14.6%
Interest expense, net		24.0		34.2		72.4		96.5
Earnings from continuing operations
before income taxes		51.2		29.9		255.8		189.3
Income tax expense (benefit)		5.4		(19.3)		53.5		14.6
Net earnings from continuing operations		45.8		49.2		202.3		174.7
Net earnings from discontinued operations, net of income taxes		-		53.0		-		145.1
Net earnings		45.8		102.2		202.3		319.8
Other comprehensive (loss):
Foreign currency translation adjustment and other		(8.1)		(82.5)		(31.4)		(73.2)
Comprehensive income	$	37.7	$	19.7	$	170.9	$	246.6
Basic net earnings per share - Continuing operations	$	0.44	$	0.47	$	1.94	$	1.68
Basic net earnings per share - Discontinued operations		-		0.51		-		1.40
Basic net earnings per share	$	0.44	$	0.98	$	1.94	$	3.08
Diluted net earnings per share - Continuing operations	$	0.44	$	0.47	$	1.93	$	1.67
Diluted net earnings per share - Discontinued operations		-		0.51		-		1.39
Diluted net earnings per share	$	0.44	$	0.98	$	1.93	$	3.06
Dividends declared per share	$	0.19	$	-	$	0.57	$	-
Weighted average common shares:
Basic		104.3		103.9		104.4		103.9
Diluted		104.8		104.6		104.9		104.5

See accompanying notes to condensed consolidated financial statements.

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B/E AEROSPACE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended September 30,
	2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	202.3	$	319.8
Adjustments to reconcile net earnings to net cash flows provided by operating activities, net of effects from acquisitions:
Depreciation and amortization		63.1		105.3
Deferred income taxes		4.8		21.4
Non-cash compensation		22.1		21.6
Provision for doubtful accounts		6.7		1.7
Loss on disposal of property and equipment		4.6		2.9
Debt prepayment costs		0.9		--
Tax benefits realized from prior exercises of employee
stock options and restricted stock		(4.0)		(9.1)
Changes in operating assets and liabilities:
Accounts receivable		(107.3)		(142.5)
Inventories		(171.6)		(218.1)
Other current and non-current assets		70.2		(61.1)
Accounts payable and accrued liabilities		98.6		161.6
Net cash provided by operating activities		190.4		203.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(63.3)		(183.0)
Acquisitions, net of cash acquired		4.0		(1,043.1)
Other		(5.5)		0.1
Net cash used in investing activities		(64.8)		(1,226.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued		3.1		3.7
Purchase of treasury stock, including share repurchases		(60.8)		(0.1)
Tax benefits realized from prior exercises of employee
stock options and restricted stock		4.0		9.1
Borrowings on line of credit		--		668.0
Debt origination costs		--		(2.0)
Principal payments on long-term debt		(136.0)		--
Dividends		(59.7)		--
Net cash (used in) provided by financing activities		(249.4)		678.7
Effect of foreign exchange rate changes on cash and cash equivalents		(4.4)		(4.7)
Net decrease in cash and cash equivalents		(128.2)		(348.5)
Cash and cash equivalents, beginning of period		292.5		637.8
Cash and cash equivalents, end of period	$	164.3	$	289.3
Supplemental disclosures of cash flow information:
Cash paid (refunded) during period for:
Interest	$	55.2	$	62.3
Income taxes, net of $23.6 payments in 2015		(20.3)		114.2
Supplemental schedule of non-cash investing activities:
Accrued property additions	$	4.7	$	9.1
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 (“SEC”).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 condensed 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, 2014.

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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which updated the guidance in Accounting Standards Codification (“ASC”) Topic 835, Interest. The updated guidance is effective retrospectively for annual periods and interim periods within the annual periods beginning after December 15, 2015. Early adoption is permitted, including early adoption in an interim period. The amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The Company adopted ASU 2015-03 effective January 1, 2015 and has presented debt issuance costs of $21.4 and $24.4 as of September 30, 2015 and December 31, 2014, respectively, as a direct deduction from the carrying amounts of its debt liabilities. These amounts were previously recorded in other assets.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (“ASU 2014-12”), which updated the guidance in ASC Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). 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 ASC Topic 718 F-12 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 guidance permits two implementation approaches, either prospectively to all awards granted or modified after the effective date, or retrospectively to all awards with performance targets that are outstanding

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as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updated the guidance in ASC Topic 606, Revenue Recognition. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. 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 guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. 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, the FASB issued ASU 2014-08, Presentation of Financial Statements (ASC Topic 205) and Property, Plant and Equipment (“ASU 2014-08”), 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 ASC Subtopic 205-20, Presentation of Financial Statements-Discontinued Operations. 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 did not have a material impact on the Company’s condensed consolidated financial statements.

Note 3.Divestitures and Business Combinations

Spin-off of KLX Inc.

On June 10, 2014, we announced a plan to spin-off our Consumables Management Segment into a separate publicly traded company. To accomplish the spin-off, we formed KLX Inc. (“KLX”). On December 16, 2014 (the “Distribution Date”), we completed the spin-off of KLX by means of the transfer of our Consumables Management Segment to KLX and the subsequent distribution of all the outstanding KLX common stock to our stockholders. We retained our commercial aircraft and business jet segments. On the Distribution Date, each of our stockholders of record received one share of KLX common stock for every two shares of our common stock held as of the record date. The distribution was structured to be tax free to our U.S. stockholders for U.S. federal income tax purposes.

The divested KLX is presented as a discontinued operation on the condensed consolidated statements of earnings and comprehensive income for all periods presented. The cash flows of KLX are included within our condensed consolidated statement of cash flows for the nine months ended September 30, 2014.

In connection with the spin-off, we entered into certain agreements with KLX relating to transition services and information technology (“IT”) services for a period of approximately 24 months following the distribution. In addition, we entered into an employee matters agreement and a tax sharing and indemnification agreement with KLX in connection with the spin-off.

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Sales and cost of sales to KLX for the nine months ended September 30, 2015 were immaterial to the consolidated financial statements. There were no material balances due to or due from KLX as of September 30, 2015.

During the three and nine month periods ended September 30, 2014, KLX generated revenues of $448.7 and $1,241.9, earnings before income taxes of $75.0 and $214.9, and net earnings of $53.0 and $145.1, respectively, which have been presented as net earnings from discontinued operations in the accompanying condensed consolidated statements of earnings and comprehensive income for the three and nine month periods ended September 30, 2014. The results of the KLX discontinued operation exclude certain corporate and group allocations which were historically allocated to our Consumables Management Segment. These costs include primarily corporate overhead and information systems.

Acquisitions

During the second quarter of 2014, the Company acquired the outstanding shares of the Emteq, Inc. group of companies (“EMTEQ”), a domestic provider of aircraft interior and exterior lighting systems, as well as aircraft cabin management and power systems for a purchase price of $253.2, 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 $211.7, net of cash acquired. The Company also acquired the outstanding shares of Wessex Advanced Switching Products Ltd. (“WASP”), which is engaged in the production of lighting, control units and switches and is 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 “2014 Acquisitions.”

For the 2014 Acquisitions, based on our purchase price allocation, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $530.5, of which $137.0 was allocated to identified intangible assets, consisting of customer contracts and relationships, developed technologies, trade names and covenants not to compete, and $393.5 is included in goodwill. The useful life assigned to the customer contracts and relationships and developed technologies is 20 years, the useful life assigned to trade names is five to 20 years, and the covenants not to compete are being amortized over their contractual periods of three to five years.

The 2014 Acquisitions were accounted for as purchases under ASC Topic 805, BusinessCombinations (“ASC Topic 805”). The assets purchased and liabilities assumed for the 2014 Acquisitions have been reflected in the accompanying condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014, and the results of operations for the 2014 Acquisitions are included in the accompanying condensed consolidated statements of earnings from their respective dates of acquisition.

The Company completed its evaluation and allocation of the purchase price for the EMTEQ and Fischer acquisitions during the six months ended June 30, 2015. The Company completed its evaluation and allocation of the purchase price for the WASP acquisition during the three months ended March 31, 2015. The Company recorded measurement period adjustments to previous purchase accounting estimates for the 2014 Acquisitions, which were primarily related to the finalization of the valuation of intangible assets. The adjustments primarily consisted of an increase in identifiable intangible assets and deferred income tax liability of $32.5 and $10.5, respectively, and a decrease in goodwill of $19.1. These adjustments were applied retrospectively to the acquisition date. Accordingly, the Company's consolidated balance sheet as of December 31, 2014 has been adjusted to reflect the effects of the measurement period adjustments. There was no material impact of the measurement period adjustments on the retrospective period statement of earnings and comprehensive income.

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The following table summarizes the fair values of assets acquired and liabilities assumed in the 2014 Acquisitions in accordance with ASC Topic 805:

	Domestic		Foreign
Accounts receivable-trade	$	12.5	$	12.0
Inventories		12.3		7.9
Other current and non-current assets		2.5		1.2
Property and equipment		6.5		7.1
Goodwill		194.0		199.5
Identified intangibles		45.7		91.3
Accounts payable		(4.2)		(3.6)
Other current and non-current liabilities		(16.1)		(40.7)
Total purchase price	$	253.2	$	274.7

The majority of the goodwill and intangible assets related to the 2014 Acquisitions are not expected to be deductible for tax purposes.

Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share from continuing operations for the three and nine month periods ended September 30, 2014, giving effect to the 2014 Acquisitions as if they had occurred on January 1, 2013 were $653.7,  $49.2, and $0.47, and $2,030.1,  $179.6 and $1.72, respectively.

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, 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 $114.7 and $127.9 and capitalized development costs on long-term seller furnished equipment contracts of $405.9 and $320.6 as ofSeptember 30, 2015 and December 31, 2014, respectively. Inventories consist of the following:

		September 30,		December 31,
		2015		2014
Purchased materials and component parts	$	327.9	$	257.4
Work-in-process		706.7		605.9
Finished goods		51.3		61.0
	$	1,085.9	$	924.3

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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:

		September 30, 2015
	Useful					Net
	Life	Original		Accumulated		Book
	(Years)	Cost		Amortization		Value
Customer contracts and relationships	8-30	$	131.3	$	18.7	$	112.6
Acquired technologies and other	5-34		164.7		78.1		86.6
Trademarks and patents	3-20		28.4		17.5		10.9
Covenants not to compete	4-5		2.0		0.8		1.2
Trade names	5-20		29.2		3.5		25.7
		$	355.6	$	118.6	$	237.0

Amortization expense associated with identifiable intangible assets within continuing operations was approximately $4.4 and $5.0 for the three month periods ended September 30, 2015 and 2014, respectively, and $12.9 and $10.9 for the nine month periods ended September 30, 2015 and 2014, respectively. The Company currently expects to recognize amortization expense of approximately $17 in each of the next fivefiscalyears.  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 decreased $19.8 during the nine months ended September 30, 2015 due to foreign currency translations.

Note 6.Long-Term Debt

In connection with the KLX spin-off, the Company entered into a credit agreement dated as of December 16, 2014 (as amended, the “Credit Agreement”) governing its senior secured bank credit facilities, consisting of (a) a five-year, $600.0 revolving credit facility (the “Revolving Credit Facility”) and (b) a seven-year, $2,200.0 term loan facility (the “Term Loan Facility”).  Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) plus 200 basis points or ABR (as defined therein) plus 100 basis points. There were no amounts outstanding under the Revolving Credit Facility as of September 30, 2015 or December 31, 2014.  Borrowings under the Term Loan Facility bear interest at an annual rate equal to LIBOR plus 325 basis points (LIBOR shall not be less than 75 basis points per annum) or ABR (as defined therein) plus 225 basis points  (4.0% at September 30, 2015). 

Outstanding long-term debt as of September 30, 2015 consisted of $2,064.0 outstanding under the Term Loan Facility, none of which was current. During the third quarter, the Company repaid $125.0 of its outstanding Term Loan Facility. On a net basis, after taking into consideration unamortized original issue discount and debt issue costs for the Term Loan Facility, long-term debt was $2,033.0.

In connection with the KLX spin-off, during December 2014, the Company redeemed $1,300.0 of its 5.25% Notes due 2022 and $650.0 of its 6.875% Notes due 2020. The Company incurred a loss on debt extinguishment of $243.6 related to unamortized debt issue costs and fees and expenses related to the repurchase of its 5.25% and 6.875% Notes during December 2014.

Letters of credit outstanding under the Revolving Credit Facility aggregated $8.5 at September 30, 2015 ($7.7 at December 31, 2014).

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The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 3.0 to 1 and a total leverage ratio covenant (as defined therein) which limits gross debt to a 5.25 to 1 multiple of EBITDA (as defined therein). The Credit Agreement is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants, restrictions on the payment of dividends and the repurchase of our stock, and conditions precedent for borrowings, all of which were met as of September 30, 2015.

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 no debt outstanding under the Revolving Credit Facility as of September 30, 2015 or December 31, 2014. The carrying value of the Term Loan Facility approximates fair value based upon observable market data (which the Company classifies as Level 2).

The fair value information presented herein is based on pertinent information available to management at September 30, 2015 and December 31, 2014, respectively.

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 September 30, 2015, future minimum lease payments under these arrangements approximated $188.0, the majority of which related to long-term real estate leases.

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

Indemnities, Commitments and Guarantees – During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to the Company’s customers in connection with the design, manufacture, sale and delivery of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases is indefinite. 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

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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.

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 $7.4and $20.9, and $7.0 and$20.4  was recognized during the three and nine month periods ended September 30, 2015 and 2014, 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 $51.9 at September 30, 2015.

The Company has established a qualified Employee Stock Purchase Plan which allows qualified employees (as defined therein) 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 and business jet. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operational decision-making group (“CODM”). This group is comprised of the Executive Chairman of the Board of Directors, the President and Chief Executive Officer and the 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, maintenance, repair and overhaul providers, aircraft leasing and aircraft manufacturing customers. The Company has not included product line information due to the similarity of commercial aircraft segment product offerings.

12

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

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Revenues:
Commercial aircraft	$	507.8	$	513.9	$	1,573.2	$	1,578.4
Business jet		172.0		139.8		497.2		382.7
	$	679.8	$	653.7	$	2,070.4	$	1,961.1
Operating earnings(1)
Commercial aircraft	$	66.9	$	80.4	$	265.0	$	271.8
Business jet		8.3		(6.9)		63.2		30.1
		75.2		73.5		328.2		301.9
Corporate allocations related to discontinued operations		-		(9.4)		-		(16.1)
Operating earnings		75.2		64.1		328.2		285.8
Interest expense, net		24.0		34.2		72.4		96.5
Earnings from continuing operations
before income taxes	$	51.2	$	29.9	$	255.8	$	189.3

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

The following table presents capital expenditures(1) by reportable segment:

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Commercial aircraft	$	11.4	$	20.6	$	47.9	$	68.2
Business jet		3.9		3.6		15.4		17.7
Discontinued operations		-		36.1		-		97.1
	$	15.3	$	60.3	$	63.3	$	183.0

(1) 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:

	September 30,		December 31,
	2015		2014
Commercial aircraft	$	374.6	$	379.8
Business jet		446.0		460.6
	$	820.6	$	840.4

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The following table presents total assets(1) by reportable segment:

	September 30,		December 31,
	2015		2014
Commercial aircraft	$	2,129.0	$	2,112.4
Business jet		1,086.5		1,079.7
	$	3,215.5	$	3,192.1

(1) Corporate assets (including cash and cash equivalents) of $367.6 and $566.8at September 30, 2015 and December 31, 2014, 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 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 September 30, 2015 and 2014, approximately 0.7 and 0.0 shares and for the nine month periods ended September 30, 2015 and 2014, approximately 0.6 and 0.0 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 nine month periods ended September 30, 2015 and 2014, respectively, are as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Net earnings	$	45.8	$	102.2	$	202.3	$	319.8
Basic weighted average common shares		104.3		103.9		104.4		103.9
Effect of employee stock purchase plan shares		-		0.1		-		0.1
Effect of restricted shares issued		0.5		0.6		0.5		0.5
Diluted weighted average common shares		104.8		104.6		104.9		104.5
Basic net earnings per share:
Continuing operations	$	0.44	$	0.47	$	1.94	$	1.68
Discontinued operations		-		0.51		-		1.40
Basic net earnings per share	$	0.44	$	0.98	$	1.94	$	3.08
Diluted net earnings per share:
Continuing operations	$	0.44	$	0.47	$	1.93	$	1.67
Discontinued operations		-		0.51		-		1.39
Diluted net earnings per share	$	0.44	$	0.98	$	1.93	$	3.06

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Note 12.  Accounting for Uncertainty in Income Taxes

In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of September 30, 2015 and December 31, 2014, the Company had $80.0 and $73.2, 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 eight tax years ended December 31, 2014. 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 September 30, 2015 and December 31, 2014.

Note 13.  Restructuring and Other Charges

During the current period, the Company recognized charges totaling $49.0 in connection with its cost reduction program. The charges reflect costs associated with facilities consolidation, product rationalization, workforce reductions and program discontinuance. The charges are included in the amounts and descriptions below, as appropriate.  The Company expects the cost reduction initiatives to offset inflationary pressures on wages, occupancy and infrastructure costs.

The following table presents the liability balance and activity related to restructuring and other charges:

				Disposals
				and Other				Balance at
		Original Accrual		Non-cash Charges		Cash Paid		September 30, 2015
Facility Consolidations	$	30.2	$	(15.7)	$	(1.3)	$	13.2
Other Employee Severance		6.9		(0.6)		(1.4)		4.9
Program Discontinuance		11.9		(11.9)		-		-
	$	49.0	$	(28.2)	$	(2.7)	$	18.1

The following table presents the pretax distribution of total restructuring and other charges by classification in the consolidated statement of earnings and comprehensive income for the three and nine months ended September 30, 2015:

Cost of sales	$	15.3
Selling, general and administrative		28.8
Research, development and engineering		4.9
	$	49.0

The following table presents the pretax impact of total restructuring and other charges(1) by segment for the three and nine months ended September 30, 2015:

Commercial aircraft	$	29.3
Business jet		19.7
	$	49.0

(1) Corporate cost reduction and other charges have been allocated to the above segments in a manner consistent with our corporate expense allocations.

15

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

OVERVIEW

The following discussion and analysis addresses the results of our operations for the three and nine month periods ended September 30, 2015, as compared to our results of operations for the three and nine month periods ended September 30, 2014. In addition, the discussion and analysis addresses our liquidity, financial condition and other matters for these periods.

Based on our experience in the industry, we believe we are the world’s largest manufacturer of cabin interior products for commercial aircraft and for business jets. We sell our products and provide our services 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; and

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

We provide comprehensive aircraft cabin interior reconfiguration, program management and certification services. We also offer helicopter seating to industrial, military and commercial customers. 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.

On June 10, 2014, we announced a plan to spin-off our Consumables Management Segment into a separate publicly traded company. To accomplish the spin-off, we formed a new company, KLX Inc. (“KLX”). On December 16, 2014, we completed the spin-off of KLX by means of the transfer of our Consumables Management Segment to KLX and the subsequent distribution to our stockholders of all of the outstanding shares of KLX common stock. The historical operating results of the Consumables Management Segment prior to the spin-off are excluded from net earnings from continuing operations and are presented as net earnings from discontinued operations in our condensed consolidated statements of earnings and comprehensive income. Discontinued operations include the results of KLX’s business except for certain corporate and group allocations which were historically allocated to KLX.  Discontinued operations also include other costs incurred by us to spin-off KLX. The cash flows of KLX are included in our condensed consolidated statement of cash flows for the nine month period ended September 30, 2014.

We conduct our operations through strategic business units that are presented under two reportable segments: commercial aircraft and business jet.

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Revenues by reportable segment for the three and nine month periods ended September 30, 2015 and September 30, 2014, respectively, were as follows:

	Three months ended  September 30,								Nine months ended September 30,
	2015				2014				2015				2014
			% of				% of				% of				% of
	Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues
Commercial aircraft	$	507.8	74.7	%	$	513.9	78.6	%	$	1,573.2	76.0	%	$	1,578.4	80.5	%
Business jet		172.0	25.3	%		139.8	21.4	%		497.2	24.0	%		382.7	19.5	%
Total revenues	$	679.8	100.0	%	$	653.7	100.0	%	$	2,070.4	100.0	%	$	1,961.1	100.0	%

Revenues by geographic segment (based on destination) for the three and nine month periods ended September 30, 2015 and September 30, 2014, respectively, were as follows:

	Three months ended  September 30,								Nine months ended  September 30,
	2015				2014				2015				2014
			% of				% of				% of				% of
	Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues
U.S.	$	251.8	37.0	%	$	210.3	32.2	%	$	725.2	35.0	%	$	632.9	32.3	%
Europe		130.9	19.3	%		188.1	28.8	%		530.4	25.6	%		532.0	27.1	%
Asia, Pacific Rim, Middle East and Other		297.1	43.7	%		255.3	39.0	%		814.8	39.4	%		796.2	40.6	%
Total revenues	$	679.8	100.0	%	$	653.7	100.0	%	$	2,070.4	100.0	%	$	1,961.1	100.0	%

Revenues by domestic and foreign operations for the three and nine month periods ended September 30, 2015 and September 30, 2014, respectively, were as follows:

	Three months ended  September 30,								Nine months ended September 30,
	2015				2014				2015				2014
			% of				% of				% of				% of
	Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues		Revenues
Domestic	$	425.0	62.5	%	$	379.0	58.0	%	$	1,237.2	59.8	%	$	1,155.8	58.9	%
Foreign		254.8	37.5	%		274.7	42.0	%		833.2	40.2	%		805.3	41.1	%
Total revenues	$	679.8	100.0	%	$	653.7	100.0	%	$	2,070.4	100.0	%	$	1,961.1	100.0	%

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 10.9% of revenues during the third quarter of 2015. Excluding restructuring charges recorded in the quarter, spending was 10.1% of revenues. We expect research and development expenditures to be approximately 10% of revenues over 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 enhance our productivity. Taking into consideration recent 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 $100 during 2015.

In spite of softening global economic growth, August global traffic grew a strong 7.1% and year-to-date traffic is up 6.6%, according to theInternational Air Transport Association (“IATA”). Year-to-date capacity has grown by about 6.0%, resulting in continued healthy global load factors. In fact, for the month of August the global load factor was a record 84.7%, a 17 percentage point increase over the industry’s performance a decade ago. This highlights the improved efficiency of the airline industry over the past 10 years.

17

The global airline industry continues to demonstrate the discipline to grow capacity at a slower rate than demand, and the favorable resulting load factors and yields have enabled the airlines to achieve record levels of sustained profitability.As a result, and notwithstanding softening global economic growth, particularly in the emerging markets, IATA is forecasting that 2015 will be a record year for global airline profits and to be the sixth successive year of solid profitability for the global airline industry.

As a result of increased global traffic, capacity, load factors and airline profitability, as well our growing installed base, our spares business has performed well this year.Our spares revenues for the third quarter and year-to-date have both increased approximately 10% as compared with the prior year periods.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2015, 
COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2014

(In Millions, Except Backlog and Per Share Data)

	REVENUES
	Three months ended  September 30,
					Percent
	2015		2014		Change
Commercial aircraft	$	507.8	$	513.9	-1.2%
Business jet		172.0		139.8	23.0%
Total revenues	$	679.8	$	653.7	4.0%

Third quarter 2015 revenues of $679.8 increased 4.0%, as compared with the prior year period. On a constant currency basis, revenues increased approximately 4.9%.

During the current period, the Company recognized charges totaling $49.0 in connection with its cost reduction program. The charges reflect costs associated with facilities consolidation, product rationalization, workforce reductions and program discontinuance. During the prior year period, the Company recognized charges totaling $48.4 primarily related to business repositioning and expedited development costs. These costs are included in the amounts and descriptions below, unless indicated otherwise.

Cost of sales for the current period was $424.4, or 62.4% of revenues, as compared with cost of sales of $423.6, or 64.8% of revenues, in the prior year period. Cost of sales were lower by 240 basis points due to lower cost of sales for our Commercial Aircraft Segment (“CAS”) partially offset by higher cost of sales at our Business Jet Segment (“BJS”) primarily due to a change in product mix.  Excluding the restructuring charges, cost of sales was 60.2% of revenues.

Engineering, research and development (“ER&D”) expense for the third quarter of 2015 was $73.8, or 10.9% of revenues, as compared with $71.7, or 11.0% of revenues, in the same period in 2014. The $2.1 increase in spending was primarily due to restructuring charges recorded during the quarter. Excluding such charges, ER&D was 10.1% of revenues. We expect that ER&D expense, excluding the restructuring charges, will approximate 10% of revenues for the full year 2015.

Selling, general and administrative (“SG&A”) expense for the third quarter of 2015 was $106.4, or 15.7% of revenues, as compared with SG&A of $94.3, or 14.4% of revenues, in the same period in 2014. SG&A was higher due to the restructuring charges, partially offset by cost saving initiatives. Excluding such charges, SG&A was 11.4% of revenues.

Third quarter 2015 operating earnings were $75.2, an increase of 17.3%, and operating margin was 11.1%, an increase of 130 basis points, each as compared to the same period in 2014.Excluding the restructuring charges, operating earnings were $124.2 and operating margin was 18.3%.

18

Interest expense in the current period of $24.0 decreased by $10.2 as compared with the prior year period primarily as the result of lower effective borrowing rates associated with the current credit facilities and a lower amount of outstanding long-term debt.

Third quarter 2015 earnings from continuing operations before income taxes were $51.2, an increase of $21.3, or 71.2%, as compared with the prior year period.  Excluding the restructuring charges, earnings from continuing operations before income taxes were $100.2.

Income tax expense in the third quarter of 2015 of $5.4, or 10.5% of earnings before income taxes, increased by $24.7 as compared with the prior year period income tax benefit of $19.3.  Excluding restructuring charges, income tax expense was $23.5.

Third quarter 2015 net earnings from continuing operations and net earnings per diluted share from continuing operations were $45.8 and $0.44 per share, decreases of 6.9% and 6.4%, respectively, as compared with the prior year period, for the reasons described above.  Excluding restructuring charges, net earnings from continuing operations and net earnings per diluted share from continuing operations were $76.7 and $0.73 per share.

Bookings during the third quarter of 2015 were approximately $675 million, an increase of 5.4% as compared to the prior year period. The book-to-bill ratio for the third quarter of 2015 was approximately 1:1. Booked backlog at September 30, 2015 was approximately $3.2 billion and total backlog, both booked and awarded but unbooked, was approximately $8.2 billion.

     SEGMENT RESULTS

The following is a tabular summary and commentary of operating earnings (loss) by segment for the three month periods ended September 30, 2015 and 2014:

	OPERATING EARNINGS
	Three months ended  September 30,
					Percent
	2015		2014		Change
Commercial aircraft	$	66.9	$	80.4	-16.8%
Business jet		8.3		(6.9)	n/m
KLX corporate allocations		-		(9.4)	-
Total operating earnings	$	75.2	$	64.1	17.3%

Third quarter 2015 CAS revenues of $507.8 decreased 1.2% as compared to the prior year period. On a constant currency basis, revenues were essentially flat. Operating earnings of $66.9 decreased 16.8%, and operating margin of 13.2% decreased 240 basis points, each as compared to the prior year period. Operating earnings excluding restructuring and repositioning costs were $96.2, or 18.9% of revenues, and $94.5, or 18.4% of revenues, for the three months ended September 30, 2015 and 2014, respectively.

Third quarter 2015 BJS revenues of $172.0 increased 23.0%, as compared with the prior year period. Revenue growth was driven by higher sales of super first class seating products partially offset by a lower volume of business jet products. Operating earnings increased $15.2 to $8.3, and operating margin of 4.8% increased 970 basis points, each as compared with the prior year period. Operating earnings excluding restructuring and expedited development costs were $28.0, or 16.3% of revenues, and $27.4, or 19.6% of revenues, for the three months ended September 30, 2015 and 2014, respectively.

19

NINE MONTHS ENDED SEPTEMBER 30, 2015,

AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2014

	REVENUES
	Nine months ended September 30,
					Percent
	2015		2014		Change
Commercial aircraft	$	1,573.2	$	1,578.4	-0.3%
Business jet		497.2		382.7	29.9%
Total revenues	$	2,070.4	$	1,961.1	5.6%

For the nine months ended September 30, 2015, revenues of $2,070.4 increased 5.6%, as compared with the prior year period. On a constant currency basis, revenues increased approximately 6.5%.

For the nine months ended September 30, 2015, the Company recognized charges totaling $49.0 in connection with its cost reduction program. During the nine months ended September 30, 2014, the Company recognized charges totaling $54.0 primarily related to business repositioning, expedited development, and acquisition related costs. These costs are included in the amounts and descriptions below, unless indicated otherwise.

Cost of sales for the current nine month period was $1,246.1, or 60.2% of revenues, as compared with cost of sales of $1,193.7, or 60.9% of revenues, in the prior year period. Cost of sales were lower by 70 basis points due to lower cost of sales for CAS partially offset by an increase at BJS.  Excluding the restructuring charges, cost of sales was 59.4% of revenues.

ER&D expense for the first nine months of 2015 was $216.4, or 10.5% of revenues, as compared with $213.4, or 10.9% of revenues,  in the same period in 2014. The 40 basis point decrease in ER&D wasprimarily due to lower ER&D expense at CAS.Excluding the restructuring charges, ER&D was 10.2% of revenues. We expect that ER&D expense, excluding the restructuring charges, will approximate 10% of revenues for the full year 2015.

SG&A for the first nine months of 2015 was $279.7, or 13.5% of revenues, as compared with SG&A of $268.2, or 13.7% of revenues, in the same period in 2014. SG&A was higherdue to incremental SG&A expenses primarily associated with the 2014 Acquisitions and restructuring charges incurred in the third quarter, offset by cost saving initiatives. Excluding the restructuring charges, SG&A was 12.1% of revenues.

For the nine months ended September 30, 2015, operating earnings of $328.2 increased 14.8% and operating margin of 15.9% expanded 130 basis points, each as compared to the prior year period. Excluding the restructuring charges, operating earnings were $377.2 or 18.2% of revenues.

Interest expense in the nine months of 2015 of $72.4 decreased by $24.1 as compared with the prior year period primarily as the result of lower effective borrowing rates associated with the current credit facilities and a lower amount of outstanding long-term debt.

Earnings from continuing operations before income taxes in the current nine month period of $255.8 increased by $66.5, or 35.1%, as compared with the prior year period.  Excluding the restructuring charges, earnings from continuing operations before income taxes were $304.8.

Income tax expense for the nine months ended September 30, 2015 of $53.5 or 20.9% of earnings before income taxes, increased by $38.9 as compared with the prior year period income tax expense of $14.6. Excluding restructuring charges, income tax expense was $71.6.

20

Net earnings from continuing operations for the nine month period of 2015 of $202.3 and net earnings from continuing operations per diluted share of $1.93 increased $27.6 and $0.26, or 15.8% and 15.6%, respectively, as compared with the same period of the prior year for the reasons described above. Excluding the restructuring charges, net earnings from continuing operations for the nine month period and net earnings from continuing operations per diluted share were $233.2 and $2.22 per share.

Bookings for the nine months ended September 30, 2015 were approximately $2.3billion. The book-to-bill ratio for the first nine months of 2015 was approximately 1.1 to 1.

         SEGMENT RESULTS

The following is a summary of operating earnings by segment:

	OPERATING EARNINGS
	Nine months ended September 30,
					Percent
	2015		2014		Change
Commercial aircraft	$	265.0	$	271.8	-2.5%
Business jet		63.2		30.1	110.0%
KLX corporate allocations		-		(16.1)	--
Total operating earnings	$	328.2	$	285.8	14.8%

For the nine months ended September 30, 2015, CAS revenues were essentially flat as compared to the prior year period.  On a constant currency basis revenues increased 0.7%. Operating earnings of $265.0 decreased 2.5% and operating margin of 16.8% decreased 40 basis points, each as compared with the prior year period. Operating earnings excluding restructuring and business repositioning costs were $294.3, or 18.7% of revenues, and $286.8, or 18.2% of revenues, for the nine months ended September 30, 2015 and 2014, respectively.

For the nine months ended September 30, 2015, BJS revenues increased 29.9% as compared with the prior year period. Organic revenue growth for the nine month period was 15.8%. Operating earnings increased 110.0% to $63.2 and operating margin of 12.7% increased 480 basis points, each as compared with the prior year period. Operating earnings excluding restructuring, expedited development, and acquisition related costs were $82.9, or 16.7% of revenues, and $69.1, or 18.1% of revenues, for the nine months ended September 30, 2015 and 2014, respectively.

21

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

As of September 30, 2015, our net debt-to-net capital ratio was 95.5%. Net debt was $1,868.7, which represented total debt of $2,033.0, less cash and cash equivalents of $164.3. At September 30, 2015, net capital (total debt plus total stockholders’ equity less cash and cash equivalents) was $1,957.1.

In connection with the KLX spin-off, the Company entered into its Credit Agreement, dated as of December 16, 2014 (as amended, the “Credit Agreement”) consisting of (a) a five-year, $600.0 revolving credit facility (the “Revolving Credit Facility”) and (b) a seven-year, $2,200.0 term loan facility (the “Term Loan Facility”). At September 30, 2015 and December 31, 2014, there were no amounts outstanding under the Revolving Credit Facility. The Revolving Credit Facility matures in December 2019 unless terminated earlier. Outstanding long-term debt as of September 30, 2015 consisted of $2,064.0 outstanding under the Term Loan Facility, none of which was current. During the third quarter of 2015, the Company repaid $125.0 of its outstanding Term Loan Facility. On a net basis, after taking into consideration the unamortized original issue discount and debt issue costs for the Term Loan Facility, net long-term debt was $2,033.0.

Cash on hand at September 30, 2015 decreased by $128.2 as compared with cash on hand at December 31, 2014, primarily as a result of cash flows from operating activities of $190.4 less capital expenditures of $63.3, dividend payments of $59.7, share repurchase of $60.0 and debt repayment of $136.0. 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, dividends, share repurchases 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 September 30, 2015 was $883.6, an increase of $11.6 as compared with working capital at December 31, 2014. As of September 30, 2015, total current assets increased by $63.7 and total current liabilities increased by $52.1, in each case as compared to December 31, 2014. Total current assets increased primarily as a result of a $92.4 increase in accounts receivable and a $161.6 increase in inventories (both net of foreign currency translations) to support future revenue growth, offset by a $49.5 decrease in income tax receivables. The increase in total current liabilities was primarily due to a $17.6 increase in accounts payable and a $51.9 increase in other current liabilities.

Cash Flows

As of September 30, 2015, our cash and cash equivalents were $164.3 as compared to $292.5 at December 31, 2014. Cash generated from operating activities was $190.4 for the nine months ended September 30, 2015, as compared to $203.5 in the same period in the prior year which included the discontinued operations. The primary sources of cash from operations during the nine months ended September 30, 2015 were net earnings of $202.3, adjusted for depreciation and amortization of $63.1 and non-cash compensation of $22.1. Offsetting these sources of cash were an increase in accounts receivable of $107.3 and a $171.6 increase in inventories to support our record backlog.

Capital Spending

Our capital expenditures were $63.3 and $183.0 during the nine month periods ended September 30, 2015 and 2014, respectively. Capital expenditures related to continuing operations were $63.3 during the nine months ended September 30, 2015 compared to $85.9 during the same period in 2014. We expect capital expenditures to be approximately $100 during 2015. These capital expenditures are needed to support our record total backlog of approximately $8.2 billion ($3.2 billion booked and $5.0 billion awarded but unbooked). 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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Payment of Cash Dividends and Share Repurchase Program

During the first quarter of 2015, the Company declared a quarterly cash dividend of $0.19 per share on its common stock, resulting in total dividends of $19.9. During the second quarter of 2015, the Company declared a quarterly cash dividend of $0.19 per share on its common stock, resulting in total dividends of $19.9.  During the third quarter of 2015, the Company declared a quarterly cash dividend of $0.19 per share on its common stock, resulting in total dividends of $19.8.

On November 11, 2014, the Company announced that its Board of Directors authorized a $400.0 share repurchase program. During the third quarter of 2015, the Company repurchased 1,262,176 shares of common stock at an average price of $47.55 per share for a total of $60.0. At September 30, 2015, the Company had $340.0 of authorization remaining under its share repurchase program.

Outstanding Debt and Other Financing Arrangements

Outstanding long-term debt as of September 30, 2015 consisted of$2,064.0outstanding under the Term Loan Facility, none of which was current. During the third quarter, the Company repaid $125.0 of its outstanding Term Loan Facility. In addition, the Company has a $600.0 Revolving Credit Facility of which there were no amounts outstanding as of September 30, 2015.On a net basis, after taking into consideration the unamortized original issue discount and debt issue costs for the Term Loan Facility, long-term debt was $2,033.0.

The Credit Agreement 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.

Our obligations under the Credit Agreement are secured by liens on substantially all of our domestic assets, including a pledge of a portion of the capital stock of certain foreign subsidiaries owned directly. Amounts borrowed and outstanding under the Term Loan 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 Term Loan Facility amortizes at 1% of the initial funded principal amount annually, with the balance due for repayment at final maturity in December 2021. At the Company’s election, the Credit Agreement allows for the prepayment of the Term Loan Facility to be applied to reduce any subsequent scheduled amortization payments. Unless terminated earlier or extended, the Revolving Credit Facility will mature in December 2019.

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 3.0 to 1 and a total leverage ratio covenant (as defined therein) which limits gross debt to a 5.25 to 1 multiple of EBITDA (as defined therein). The Credit Agreement contains customary affirmative covenants, negative covenants, restrictions on the payment of dividends and the repurchase of our stock and conditions precedent for borrowing. We were in compliance with all of the covenants, restrictions and conditions precedent in the Credit Agreement as of September 30, 2015.

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Contractual Obligations

The following table reflects our contractual obligations and commercial commitments as of September 30, 2015. 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	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt and other non-current liabilities (1)	$	-	$	2.6	$	1.5	$	1.3	$	1.3	$	2,075.0	$	2,081.7
Operating leases		7.1		26.3		25.3		22.7		19.0		87.6		188.0
Purchase obligations (2)		8.7		4.7		1.6		-		-		-		15.0
Future interest payments on outstanding debt (3)		21.4		84.9		84.9		85.0		85.0		167.5		528.7
Total	$	37.2	$	118.5	$	113.3	$	109.0	$	105.3	$	2,330.1	$	2,813.4
Commercial Commitments
Letters of credit	$	8.5		-		-		-		-		-	$	8.5

(1) Our liability for unrecognized tax benefits of $80.0 at September 30, 2015 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 Term Loan Facility based on minimum principal payments and using LIBOR as in effect at September 30, 2015 which was the higher of three-month LIBOR or 0.75%. Actual interest payments on the Term Loan Facility and, to the extent we draw under it, the Revolving Credit Facility, will fluctuate based on LIBOR or ABR pursuant to their terms.

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, make scheduled debt service payments and fund dividends and share repurchases, if any, 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 or other 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, dividends, share repurchases or other requirements.

Off-Balance Sheet Arrangements

Lease Arrangements

We finance our use of certain equipment under committed lease arrangements provided by various financial institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected in our condensed consolidated balance sheets. Our aggregate future minimum lease payments under these arrangements total approximately $188.0 at September 30, 2015.

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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 condensed 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. 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. 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, 2014. There have been no changes to our critical accounting policies since December 31, 2014.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (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,” “continue,” “will,” “should,” “could,” “intend,” “may,” “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 adequacy of funds to meet our capital requirements and scheduled debt service obligations, the ability to refinance our indebtedness, if necessary, the reduction of debt, the potential impact of new accounting pronouncements, the impact on our business of  decreases in passenger traffic and the size of the airline fleet, and our capital allocation policy and ability to declare and pay dividends or make share repurchases. 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

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Report on Form 10-K for the fiscal year ended December 31, 2014 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 and businesses we acquire in the future, 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, the discretion of our board of directors, including with respect to the declaration and payment of future dividends and future repurchases of our shares, possible future acquisitions, facility closures, product transition costs, labor disputes involving us, our significant customers, our significant customers’ suppliers or airframe manufacturers, the impact of a prolonged global recession, the possibility of a write-down of intangible assets, delays or inefficiencies in the introduction of new products, fluctuations in currency exchange rates or our inability to properly manage our rapid growth.

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, 2014 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 September 30, 2015, we had no outstanding forward currency exchange contracts. In addition, we have not entered into any other derivative financial instruments.

Interest Rates – As of September 30, 2015, we had $2.1billion of adjustable rate debt outstanding. We do not engage in transactions intended to hedge our exposure to changes in interest rates. If adjustable interest rates were to increase or decrease by 10%, we estimate annual interest expense would increase or decrease by approximately $8.3.

As of September 30, 2015, 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 Executive Chairman of the Board of

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Directors, President and Chief Executive Officer and Vice President 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 President and Chief Executive Officer and Vice President 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 September 30, 2015. Based upon that evaluation, the President and Chief Executive Officer and Vice President 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 third quarter of 2015 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information on the Company’s repurchases of our common stock during the third quarter of 2015:

				Total Number of		Maximum
				Shares Purchased		Value of
				as Part of		Shares That May
				Publicly		Yet Be Purchased
	Total Number of	Average Price		Announced		Under the
Period	Shares Purchased (1)	Paid per Share (1)		Program (2)		Program (2)
July 1-31, 2015	40,627	$	48.92		40,500	$	398,018,845
August 1-31, 2015	288,324		50.24		281,976		383,853,267
September 1-30, 2015	939,700		46.68		939,700		339,988,261
	1,268,651		47.56		1,262,176

(1) Includes 6,475 shares purchased from employees in connection with the settlement of income tax and related benefit withholding obligations arising from vesting of restricted stock grants under the Company’s Long-Term Incentive Plan.

(2) On November 11, 2014, the Board authorized a share repurchase program for the repurchase of outstanding shares of the Company’s Common Stock having an aggregate purchase price of up to $400 million.

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ITEM 6. EXHIBITS

Exhibit 10(iii) – Management Contracts and Executive Compensation Plans, Contracts and Arrangements

10.1   Employment Agreement for Tom Plant dated as of February 4, 2013

10.2   First Amendment to Employment Agreement for Tom Plant dated as of August 10, 2015

Exhibit 31 – Rule 13a-14(a)/15d-14(a) Certifications

31.1Certification of President and Chief Executive Officer

31.2Certification of Vice President and Chief Financial Officer

Exhibit 32 – Section 1350 Certifications

32.1Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2Certification of Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

Exhibit 101 – Interactive Data Files

101.INS   XBRL Instance Document

101.SCH  XBRL Taxonomy Extension Schema Document

101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF  XBRL Taxonomy Extension Definition Linkbase Document

101.LAB  XBRL Taxonomy Extension Label Linkbase Document

101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

		B/E AEROSPACE, INC.
Date: October 30, 2015	By:	/s/ Werner Lieberherr
		Werner Lieberherr
		President and Chief Executive Officer
Date:October 30, 2015	By:	/s/ Joseph T. Lower
		Joseph T. Lower
		Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into effective as of February 4, 2013, by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Tom Plant (the “Executive”).

RECITALS

WHEREAS, the Company presently employs the Executive in the capacity of an “At‑Will” employee as the Vice President & General Manager, Seating Products Group;

WHEREAS, the Company now wishes to change the “At‑Will” employment status of the Executive pursuant to this Agreement and the Executive wishes to accept such change and accompanying incentive and salary compensatory promotion on the terms and conditions set forth in this Agreement;

WHEREAS, the Company desires through this Agreement to continue to secure for itself, to the exclusion of other employers, the experience, abilities and services of the Executive, including but not limited to the goodwill generated to the Company from the rendering of such services by the Executive, and to prevent the loss of such experience, abilities, services, and goodwill pursuant to the terms and conditions of this Agreement;

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

WHEREAS, the Executive wishes to continue in the employ of the Company and to secure his experience, abilities, and services exclusively for the benefit of the Company on the terms and conditions set forth in this Agreement; and

WHEREAS, concurrently with the execution of this Agreement, the Executive and the Company are entering into the 2013 Proprietary Rights Agreement, which is attached hereto as Exhibit A (the “2013 Proprietary Rights Agreement”);

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

1. Employment.  Unless otherwise terminated pursuant to the provisions of Section 4hereof, the Company shall employ the Executive, and the Executive shall perform services forand continue in the employment of the Company during the term of his employment under thisAgreement, which shall be the period ending one (1) year from any date as of which the term is being determined (the “Employment Term”).  The date on which the Employment Term ends is hereinafter referred to as the “Expiration Date.”At no point during the Employment Term shall

the Executive compete or take any preparations to compete, whether directly or indirectly, with the Company, including any of its subsidiaries.

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

3. Compensation.

(a) Salary.  During the Employment Term, the Executive shall receive a salary (the “Salary”) payable at the rate of $325,000.00 per annum.  Such rate shall be subject to adjustment from time to time by the Compensation Committee of the Board of Directors (the “Compensation Committee”) or the President and Chief Operating Officer provided, however, that it at no time shall be adjusted below $325,000.00.   The Salary shall be payable biweekly or in accordance with the Company’s current payroll practices, less all required deductions.  The Salary shall be pro-rated for any period of service less than a full year.

(b) Incentive Bonus.  During the Employment Term, the Executive shall be eligible to receive an incentive performance bonus of from 0% up to 90% of the Salary (the “Bonus”) in accordance with the Company’s bonus plan applicable to similarly situated employees then in effect, as determined by the Compensation Committee in its sole discretion at the end of the applicable fiscal year.  The Bonus, if earned, shall be paid in accordance with Company policy then in effect, but in no event later than March 15th of the year following the year in which the Executive earned such Bonus.  Executive must be an employee of the Company at the time the Bonus is to be paid to be eligible to receive it.

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

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

(e) Equity Awards.

(i) During the Employment Term, the Executive shall be eligible to participate in the Company’s equity incentive plan as determined by the Compensation Committee in

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

(ii) Notwithstanding any provision in the applicable award documents, and as additional consideration for the Executive’s restrictive covenants for the benefit of the Company set forth in Section 5 of this Agreement, the Executive’s time-vested equity awards shall, subject to applicable law, accelerate and become immediately vested and unrestricted and, as applicable, become immediately exercisable and remain exercisable through the remainder of their term upon the termination of the Executive’s employment without Cause pursuant to Section 4(e) (the “Accelerated Restricted Stock”).  Nothing in this Section 3(e)(ii) shall alter the terms of any equity awards subject to performance‑based vesting.

4. Termination and Compensation Thereon.

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

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

(c) Incapacity.  If, in the reasonable judgment of the Chief Executive Officer, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his full-time duties as described hereunder for the entire period of six (6) consecutive months (“Incapacity”), the Executive’s employment shall terminate at the end of the six (6)‑month period.  In such event, upon the Termination Date, the Company shall pay to the Executive a lump sum payment equal to the Salary (at the rate in effect as of the Termination Date) for the Employment Term payable during the period from the Termination Date through the Expiration Date.  The lump sum payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive or his designated appointee signs a waiver and release of claims agreement in the form provided by the Company in its discretion and such waiver and release becomes effective and irrevocable in its entirety prior to such date.  If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(c) or 4(f).  The Company’s obligation to pay the Executive the lump sum payment pursuant to this Section 4(c) and to provide benefits pursuant to Section 4(f) (each, to the extent not previously paid) shall terminate if the Executive subsequently takes other employment to the

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extent of the Executive’s salary and benefits from such subsequent employment.  Any dispute between the Chief Executive Officer and the Executive with respect to the Executive’s Incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Chief Executive Officer and the Executive, whose decision shall be binding on all parties.

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

(i) If the Company terminates the Executive’s employment for Cause or the Executive resigns or terminates his employment for any reason, the Company shall have no further obligations to the Executive hereunder after the Termination Date, except for unpaid Salary, unreimbursed expenses pursuant to Section 3(c), and benefits accrued through the Termination Date.

(ii) For purposes of this Agreement, “Cause”shall mean (i) the Executive’sfailure, refusal or neglect to perform and discharge his powers, duties, obligations or responsibilities as an employee of the Company (including duties prescribed hereunder or by the Vice President & General Manager of the Commercial Aircraft Segment or the President and Chief Operating Officer pursuant to Section 2 above), violation of Company policies, breach or violation of the terms of this Agreement or the 2013 Proprietary Rights Agreement, or breach of any fiduciary duties or duties of loyalty theExecutive may have because of any position the Executive holds with the Company or any subsidiary or affiliate thereof; (ii) conviction of, or plea ofnolo contendereto, a felony or any other crime involving the Executive’s personal dishonesty or moral turpitude or that could reflect negatively upon the Company or any of its subsidiaries or affiliates; (iii) the Executive’s indictment by a grand jury for acts detrimental to the Company’s best interests;or (iv) the Executive’s engagement in willful misconduct (including any willful violation of federal securities laws), negligence, act of dishonesty, violence or threat of violence, in each case that could reasonably be expected to result in injury to the Company or any of its subsidiaries or affiliates.

(e) Termination without Cause.  The Company may terminate the Executive’semployment hereunder at any time without Cause.  In such event, the Company shall pay or provide, as applicable, the Executive with:

(i) a lump sum payment equal to the Salary for the Employment Term payable during the period from the Termination Date through the Expiration Date;

(ii) an additional amount equal to one (1) times the annual Salary in effect as of the Termination Date if the Executive, as set forth below, first signs a waiver and release agreement and that waiver and release agreement becomes effective and irrevocable in its entirety;

(iii) the Accelerated Restricted Stock subject to paragraph 7; and

(iv) a pro‑rated portion of his Bonus for the year in which the Termination Date occurs Date if the Executive, as set forth below, first signs a waiver and release agreement and that waiver and release agreement becomes effective and irrevocable in its entirety.  The pro‑rated Bonus shall be paid on the date that all incentive cash awards are paid to

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employees generally based upon actual performance pursuant to the cash bonus plan applicable to Executive.

The payment set forth in (i) and (iii) above shall be made to the Executive within sixty (60) days following the Termination Date, whether or not the Executive signs a waiver and release agreement in the form provided by the Company and whether or not such waiver and release becomes effective and irrevocable in its entirety prior to such date.  The payment set forth in (ii) and (iv) above shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive signs a waiver and release agreement in the form provided by the Company and such waiver and release becomes effective and irrevocable in its entirety prior to such date.  If the waiver and release does not become effective and irrevocable on or prior to the payment date set forth in the preceding sentence, the Company shall have no further obligations pursuant to Sections 4(e) and 4(f).

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

5. Covenants of the Executive.  In consideration of the receipt and execution of thisAgreement, including all of the benefits set forth herein that are beyond or in addition to the benefits the Executive was previously entitled or eligible to receive in his capacity as an At‑Will employee prior to the effectiveness of this Agreement, including, but not limited to the Executive’s eligibility to receive the payment set forth in Section 4(e)(i) and eligibility to receive the Accelerated Restricted Stock set forth in 4(e)(iii), above, (each benefit separately and cumulatively being sufficient consideration for the Executive’s covenants contained in this Section 5), and the Executive’s  continued employment as the Vice President & General Manager, Seating Products Group with the Company (also separately being sufficient consideration for the Executive’s covenants contained in this Section 5), the Executive agrees as follows:

(a) Non-Competition.

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

(A) compete in the United States or on theinternet with respect to any“Competing Product or Service,” which is defined to mean those products or

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services offered and/or under development by the Company or any of its subsidiaries or affiliates during the Executive’s employment (both during the term of this Agreement and any periods prior to this Agreement whereby the Executive was employed by the Company or its predecessors) with the Company of which the Executive has knowledge, or any product or service competitive with or intended to compete with such products or services, or any product or service ofthe Company or any of its subsidiaries or affiliates which the Executive acquired knowledge of as a result of, arising out of, or from his employment with the Company (including its predecessors); and

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

(ii) The Executive agrees and acknowledges that the Company is entitled toreceive an uninterrupted period of non-competition by the Executive during the Non‑Compete Restricted Period.  If the Executive breaches any covenant contained in Section 5(a), the Non-Compete Restricted Period shall be extended such that the Company will receive an uninterrupted period of non-competition by the Executive for two (2) years following the Executive’s cessation of such breach, or to the fullest extent permitted by law.

(b) Non-Solicitation.

(i) As a separate and independent covenant, the Executive agrees that he shallnot, during his employment with the Company and for two (2) years after the Termination Date (the “Non‑Solicitation Restrictive Period”), directly or indirectly:

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

(B) contact, solicit or accept contact from any clients, subcontractors,consultants, vendors, suppliers or independent contractors of the Company, its subsidiaries or affiliates, for the purpose of interfering with, causing, inviting, or encouraging any such persons or entities from altering or terminating their business relationship or association with the Company, its subsidiaries or affiliates.  This applies to any clients, subcontractors, consultants, vendors, suppliers or independent contractors with whom the Executive has worked or had contact during his employment w.th the Company, or of whom the Executive hadknowledge due

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to his employment or access to the Company’s confidential information and/or trade secrets; or

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

(ii) The Executive agrees and acknowledges that the Company is entitled toreceive an uninterrupted period of non-solicitation by the Executive during the Non‑Solicitation Restricted Period.  If the Executive breaches any covenant contained in Section 5(b), the Non‑Solicitation Restricted Period shall be extended such that the Company will receive an uninterrupted period of non-competition by the Executive for two (2) years following the Executive’s cessation of such breach, or to the fullest extent permitted by law

6. Remedies; Enforcement.  The Executive agrees that the covenants set forth in Section 5are necessary and reasonably limited in scope and duration to protect the Company’s commercial interest, including, but not limited to, protection from unfair competition, disparagement, misappropriation, disclosure or use of its confidential information and/or trade secrets, and misuse or unauthorized use of the Company’s work product/inventions.  The Executive agrees and acknowledges that if the Executive violates any provision of Section 5 of this Agreement, the Company will have an inadequate remedy at law and will suffer continuing and irreparable injury to its business.  The Company shall be entitled to enjoin the Executive from any breach or threatened breach of Section 5 of this Agreement and other applicable injunctive or equitable relief (without obtaining a bond or posting other security) and without the necessity of proving any actual damage or that monetary damages would not afford it an adequate remedy.  The Company’s remedies set forth in this Section 6 are in addition to, and not in lieu of, any other remedies to which the Company may be entitled.

7. Clawback.  The Executive agrees and acknowledges that if he breaches any of hisobligations, duties, or covenants set forth in Section 5 of this Agreement, then any of the Accelerated Restricted Stock that has not vested at the time of such breach shall be forfeited.  In addition in the event of such breach by the Executive, the Company shall he entitled to clawback: (a) any of the Accelerated Restricted Stock that has previously vested, as well as any proceeds the Executive has received for the sale of the Accelerated Restricted Stock, (b) and the payment the Executive received, if any, in accordance with Section 4(e)(i) above.  The Company’s remedies set forth in this Section 7 are in addition to, and not in lieu of, any other remedies to which the Company may be entitled.

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

9. Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or sent by telecopy or three (3) days after being mailed

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by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to it at:
	B/E Aerospace, Inc.
	1400 Corporate Center Way
	Wellington, FL 33414
	Attention: Chief Financial Officer
with a copy (which shall not constitute notice) to:
	B/E Aerospace, Inc.
	1400 Corporate Center Way
	Wellington, FL 33414
	Attention: General Counsel.
If to the Executive, to him at:
	Tom Plant
	127 Baltimore Downs Road,
	Advance, NC 27006

10. Entire Agreement.  This Agreement and the 2013 Proprietary Rights Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto.  The non-solicitation and non-competition provisions in this Agreement and in the 2013 Proprietary Rights Agreement shall be deemed separate and distinct provisions and each applicable time period shall run concurrently in accordance with its terms for the benefit of the Company.

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

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

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

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

15. Section 409A.

(a) If any amounts that become due under Section 4 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A of the U.S. Internal

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Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (“Section 409A”), payment of such amounts shall not commence until the Executive incurs a Separation from Service if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts.

(b) Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive’s Separation from Service for any reason other than death or (ii) the Executive’s date of death.  The provisions of this Section15(b) shall only apply if required to comply with Section 409A.

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

(d) It is intended that the terms and conditions of this Agreement comply with Section 409A.  If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A the Company may, in its sole discretion and without the Executive’s consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A.  This Section 15(d) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A.

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

16. Enforceability, Waiver.  If any arbitrator or court of competent jurisdiction determinesthat any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions of this Agreement, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall be construed, blue‑penciled or reformed by the court or arbitrator in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed in such provision.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right that the

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Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision orright of thisAgreement.  Similarly, the waiver by any party hereto of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

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

18. Survival.  The obligations of the Executive pursuant to the 2013 Proprietary RightsAgreement, the respective obligations of the parties pursuant to Section 5 of this Agreement, and to the extent applicable the entitlements of the Executive and obligations of the Company pursuant to Section 4 of this Agreement, shall each survive any termination or expiration of this Agreement, or any termination or resignation of the Executive’s employment, as the case may be.

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

	EXECUTIVE:
	/s/ Tom Plant
	Tom Plant
	COMPANY:
	B/E AEROSPACE, INC.
By:	/s/ Thomas P. McCaffrey
Name:	Thomas P. McCaffrey
Title:	Senior Vice President &
	Chief Financial Officer

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Exhibit A

2013 Proprietary Rights Agreement

Proprietary Rights Agreement

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

I acknowledge and agree that:

1.Agreement, Effective Date.  This Agreement shall be effective as of the date of my Employment Agreement with the Company dated as of February 4, 2013, (the “Employment Agreement”)  and shall continue in effect throughout my employment, consultancy, and/or tenure as an independent contractor (the “Agreement Period”)..As an inducement to and in consideration of my acceptance and/or continuation of employment, consultancy, and/or tenure as an independent contractor with the Company, and the Company’s compensating me for services and extending to me certain other benefits of a compensatory nature, but without any obligation on the Company’s part to continue such employment, compensation or benefits for any specified period whatsoever, I agree to protect, safeguard and maintain the integrity and confidentiality of the Company’s valuable assets and legitimate business interests in accordance with the terms and conditions set forth in this Agreement.

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

(i)Written materials of the Company;

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

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(iii)The terms of various agreements between the Company and any third parties, including withoutlimitation, the terms of customer agreements, vendor or supplier agreements, lease agreements, advertising agreements, fee arrangements, terms of dealing and the like;

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

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

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

(vii)All other non‑public information regarding the amount and nature of the capital and assets owned or controlled by, or net worth of, the

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

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

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

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

3.Inventions.

3.1Definition of Inventions.  In this Agreement the term “Invention” means any new or useful art,discovery, contribution, finding or improvement, whether or not patentable, and all related know-how.  Inventions include, but are not limited to, all designs, discoveries, formulas, processes,

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manufacturing techniques, semiconductor designs, computer software, inventions, improvements and ideas.

3.2Disclosure and Assignment of Inventions.

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

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

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

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

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

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

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

(iv)I acknowledge that all documents, in hard copy or electronic form, received, created or used by me in connection with my employment, consultancy, and/or tenure as an independent contractor with the

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Company are and will remain the property of the Company.  I agree to return all such documents (including all copies) promptly upon the termination of my employment, consultancy, and/or tenure as an independent contractor, certify that no other documents remain, and agree that, during or after my employment, consultancy, and/or tenure as an independent contractor, I will not, under any circumstances, without the written consent of the Company, disclose those documents to anyone outside the Company or use those documents for any purpose other than the advancement of the Company’s interests;

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

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

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partnership, proprietorship, firm, association or other entity that is engaged in any manner in the business of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

	EMPLOYEE
Date:_____________________________	/s/ Tom Plant
	(Name)
	Tom Plant
	BE AEROSPACE, INC.
Date:_____________________________	By:  /s/ Thomas P. McCaffrey
	Title:

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EXHIBIT A

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EX-10.2

Exhibit 10.2

First Amendment to Employment Agreement

1.This First Amendment to Employment Agreement (the “First Amendment”) isdeemed made and effective as of August 10, 2015, by and between B/E Aerospace, Inc. (the “Company”) and Tom Plant (“Executive”), parties to that certain Employment Agreement dated February 4, 2013 (the “Agreement”).

2.The Agreement is hereby amended as follows:

(a)Delete the first two WHEREAS clauses in the Recitals to the Agreement.

(b)Insert as the first WHEREAS clause in the Recitals to the Agreement as follows, “WHEREAS, the Company wishes to recognize the efforts and contributions of Executive by, among other things, promoting him to the position of Vice President & General Manager, Business Jet Segment and the Executive wishes to accept such promotion and additional responsibilities and obligations commensurate with such promotion and position.”

(c)Section 2 of the Agreement, titled Position and Duties, shall be deleted in its entirety and replaced by the following:

“2.Position and Duties.  The Executive shall serve the Company in thecapacity of Vice President & General Manager, Business Jet Segment.  In such capacity, the Executive shall perform and discharge, faithfully, diligently and honestly, all such powers, duties and responsibilities related to such position and shall comply at all times with all of the Company’s policies and procedures.  The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company.  In the Executive’s role as the Vice President & General Manager, Business Jet Segment, he shall report directly to the President and Chief Executive Officer of the Company or designee and shall be accountable to and shall have such other powers, duties, and responsibilities as may from time to time be prescribed by the President and Chief Executive Officer or designee.”

(d)Section 3 of the Agreement, titled Compensation, shall be amended bychanging the salary amount per annum figure in subsection (a) titled Salary to “$390,000” and the reference therein to the “President and Chief Operating Officer” shall be deleted and replaced by “Chief Executive Officer”.  A new subsection (f) is hereby added that provides as follows: “(f)Automobile.  During the Employment Term, the Executive shall receive an automobile allowance (the “Automobile Allowance”) of $1,100 per month less applicable taxes, payable in accordance with Company policy, but in no event later than March 15th of the year following the year in which the Automobile Allowance will accrue.”

(e)Section 4, subsection (d)(ii) of the Agreement, titled Termination by the Company for Cause; Resignation by Executive, the clause “ Vice President & General Manager of the Commercial Aircraft Segment or the President and Chief Operating Officer” shall be deleted and replaced by “Chief Executive Officer or designee”.

(f)Section 5 of the Agreement, titled Covenants of the Executive, the clause providing “and the Executive’s continued employment as the Vice President & General Manager, Seating Products Group with the Company” shall be deleted and replaced by the following clause: “,  as well as Executive’s continuing employment with the Company and his promotion and appointment to the position of Vice President & General Manager, Business Jet Segment”.

(g)Section 9 of the Agreement, titled Notices, with respect to any notice tothe Company the words “Attention: Chief Financial Officer” shall be deleted and replaced by “Attention: Chief Executive Officer.”

3.Except as set forth in this First Amendment, the Agreement is unaffected andshall 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, then the terms of this First Amendment will prevail.

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

EXECUTIVE

/s/ Tom Plant                          

Tom Plant

Dated:  August ___ 2015

COMPANY

B/E AEROSPACE, INC.

/s/ Werner Lieberherr                  

Werner Lieberherr

President and Chief Executive Officer

Dated:  August ___ 2015

-  2  -

EX-31.1

B/E AEROSPACE, INC.

EXHIBIT 31.1

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: October 30, 2015	By:	/s/ Werner Lieberherr
		Werner Lieberherr
		President and Chief Executive Officer

EX-31.2

B/E AEROSPACE, INC.

EXHIBIT 31.2

CERTIFICATIONS

I, Joseph T. Lower, 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:  October 30, 2015	By:	/s/ Joseph T. Lower
		Joseph T. Lower
		Vice President and Chief Financial Officer

EX-32.1

B/E AEROSPACE, INC.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

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 September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Werner Lieberherr, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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: October 30, 2015	By:	/s/ Werner Lieberherr
		Werner Lieberherr
		President and Chief Executive Officer

EX-32.2

B/E AEROSPACE, INC.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

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 September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph T. Lower, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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: October 30, 2015	By:	/s/ Joseph T. Lower
		Joseph T. Lower
		Vice President and Chief Financial Officer

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Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 15.3	$ 60.3	$ 63.3	$ 183.0
Commercial Aircraft
Property, Plant and Equipment [Line Items]
Capital expenditures	11.4	20.6	47.9	68.2
Business Jet
Property, Plant and Equipment [Line Items]
Capital expenditures	$ 3.9	3.6	$ 15.4	17.7
Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Capital expenditures		$ 36.1		$ 97.1

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Restructuring and Other Charges (Details 3) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Restructuring and Other Charges.
Restructuring Charges	$ 49.0	$ 49.0
Commercial Aircraft
Restructuring and Other Charges.
Restructuring Charges		29.3
Business Jet
Restructuring and Other Charges.
Restructuring Charges		$ 19.7

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Restructuring and Other Charges (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Restructuring and Other Charges.
Restructuring Charges	$ 49.0	$ 49.0
Liablity Balance and activity related charges:
Disposals and other Noncash charges	(28.2)
Cash Paid	(2.7)
Balance at End of the period	18.1	18.1
Facility Consolidations
Restructuring and Other Charges.
Restructuring Charges	30.2
Liablity Balance and activity related charges:
Disposals and other Noncash charges	(15.7)
Cash Paid	(1.3)
Balance at End of the period	13.2	13.2
Other Employee Severance
Restructuring and Other Charges.
Restructuring Charges	6.9
Liablity Balance and activity related charges:
Disposals and other Noncash charges	(0.6)
Cash Paid	(1.4)
Balance at End of the period	4.9	$ 4.9
Program Discontinuance
Restructuring and Other Charges.
Restructuring Charges	11.9
Liablity Balance and activity related charges:
Disposals and other Noncash charges	$ (11.9)

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Goodwill and Intangible Assets (Details 2) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense on identifiable intangible assets	$ 4.4	$ 5.0	$ 12.9	$ 10.9
Expected amortization expenses in year one	17.0		17.0
Expected amortization expenses in year two	17.0		17.0
Expected amortization expenses in year three	17.0		17.0
Expected amortization expenses in year four	17.0		17.0
Expected amortization expenses in year five	$ 17.0		17.0
Goodwill decrease during period			$ (19.8)

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Divestitures and Business Combinations (Details) - Spinoff [Member] - KLX Inc [Member] - Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] $ in Millions		3 Months Ended	9 Months Ended
	Dec. 16, 2014	Sep. 30, 2014 USD ($)	Sep. 30, 2014 USD ($)
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Ratio of shares of common stock to be distributed to shareholders	0.5
Revenues		$ 448.7	$ 1,241.9
Earnings before income taxes		75.0	214.9
Earnings from discontinued operations, net of income taxes		$ 53.0	$ 145.1

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Segment Reporting - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 3,215.5	$ 3,192.1
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Total assets	$ 367.6	$ 566.8

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Accounting for Stock-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
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	$ 7.4	$ 7.0	$ 20.9	$ 20.4
Unrecognized compensation cost	$ 51.9		$ 51.9

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Restructuring and Other Charges (Details 2) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Restructuring and Other Charges.
Restructuring Charges	$ 49.0	$ 49.0
Cost of sales
Restructuring and Other Charges.
Restructuring Charges		15.3
Selling, general and administrative
Restructuring and Other Charges.
Restructuring Charges		28.8
Research, development and engineering
Restructuring and Other Charges.
Restructuring Charges		$ 4.9

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Inventories

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

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, 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 $114.7 and $127.9 and capitalized development costs on long-term seller furnished equipment contracts of $405.9 and $320.6 as of September 30, 2015 and December 31, 2014, respectively. Inventories consist of the following:

		September 30,		December 31,
		2015		2014
Purchased materials and component parts	$	327.9	$	257.4
Work-in-process		706.7		605.9
Finished goods		51.3		61.0
	$	1,085.9	$	924.3

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Net Earnings Per Common Share - Additional Information (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Anti-dilutive securities excluded from determination of diluted earnings per common share	0.7	0.0	0.6	0.0

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Divestitures and Business Combinations (Details 5) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill			$ 820.6	$ 840.4
2014 Acquisitions
Business Combination, Separately Recognized Transactions [Line Items]
Unaudited pro forma revenues had business acquisitions occurred at the beginning of the period	$ 653.7	$ 2,030.1
Unaudited pro forma net earnings had business acquisitions occurred at the beginning of the period	$ 49.2	$ 179.6
Unaudited pro forma diluted net earnings per share had business acquisitions occurred at the beginning of the period	$ 0.47	$ 1.72
Manufacturing
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill					$ 393.5
Identified intangibles					$ 137.0

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Divestitures and Business Combinations (Details 4) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2014	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price, net of cash acquired					$ (4.0)	$ 1,043.1
Goodwill	$ 820.6				$ 820.6		$ 840.4
EMTEQ, Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price, net of cash acquired			$ 253.2
F+E Fischer + Entwicklungen GmbH and Co. KG
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price, net of cash acquired			211.7
Smaller business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price, net of cash acquired			63.0
2014 Acquisitions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Identifiable intangible assets				$ 32.5
Deferred income taxes				10.5
Adjustment to preliminary estimate of goodwill				$ 19.1
Unaudited pro forma revenues had business acquisitions occurred at the beginning of the period		$ 653.7				2,030.1
Unaudited pro forma net earnings had business acquisitions occurred at the beginning of the period		$ 49.2				$ 179.6
Unaudited pro forma diluted net earnings per share had business acquisitions occurred at the beginning of the period		$ 0.47				$ 1.72
Manufacturing
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Identified intangible assets including goodwill			530.5
Identified intangibles			137.0
Goodwill			$ 393.5
Manufacturing | Customer contracts and relationships and developed technologies
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)					20 years
Minimum | Customer contracts and relationships
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)	8 years				3 years
Minimum | Trademarks and patents
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)	3 years
Minimum | Trade names
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)	5 years				5 years
Maximum | Customer contracts and relationships
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)	30 years				5 years
Maximum | Trademarks and patents
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)	20 years
Maximum | Trade names
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Useful life (years)	20 years				20 years

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Computations of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share [Abstract]
Net earnings	$ 45.8	$ 102.2	$ 202.3	$ 319.8
Basic weighted average common shares	104.3	103.9	104.4	103.9
Effect of dilutive stock options and employee stock purchase plan shares		0.1		0.1
Effect of restricted shares issued	0.5	0.6	0.5	0.5
Diluted weighted average common shares	104.8	104.6	104.9	104.5
Basic net earnings per share - Continuing operations (in dollars per share)	$ 0.44	$ 0.47	$ 1.94	$ 1.68
Basic net earnings per share - Discontinued operations (in dollars per share)		0.51		1.40
Basic net earnings per share (in dollars per share)	0.44	0.98	1.94	3.08
Diluted net earnings per share - Continuing operations (in dollars per share)	0.44	0.47	1.93	1.67
Diluted net earnings per share - Discontinued operations (in dollars per share)		0.51		1.39
Diluted net earnings per share (in dollars per share)	$ 0.44	$ 0.98	$ 1.93	$ 3.06

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Inventories (Details) - Work-in-process inventories - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Inventory [Line Items]
Costs and estimated earnings in excess of billings on uncompleted contracts	$ 114.7	$ 127.9
Excess over average costs on long-term contracts	$ 405.9	$ 320.6

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Inventories (Details 2) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Purchased materials and component parts	$ 327.9	$ 257.4
Work-in-process	706.7	605.9
Finished goods	51.3	61.0
Inventories	$ 1,085.9	$ 924.3

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Divestitures and Business Combinations

9 Months Ended

Sep. 30, 2015

Divestitures and Business Combination [Abstract]

Divestitures and Business Combination

Note 3.Divestitures and Business Combinations

Spin-off of KLX Inc.

On June 10, 2014, we announced a plan to spin-off our Consumables Management Segment into a separate publicly traded company. To accomplish the spin-off, we formed KLX Inc. (“KLX”). On December 16, 2014 (the “Distribution Date”), we completed the spin-off of KLX by means of the transfer of our Consumables Management Segment to KLX and the subsequent distribution of all the outstanding KLX common stock to our stockholders. We retained our commercial aircraft and business jet segments. On the Distribution Date, each of our stockholders of record received one share of KLX common stock for every two shares of our common stock held as of the record date. The distribution was structured to be tax free to our U.S. stockholders for U.S. federal income tax purposes.

The divested KLX is presented as a discontinued operation on the condensed consolidated statements of earnings and comprehensive income for all periods presented. The cash flows of KLX are included within our condensed consolidated statement of cash flows for the nine months ended September 30, 2014.

In connection with the spin-off, we entered into certain agreements with KLX relating to transition services and information technology (“IT”) services for a period of approximately 24 months following the distribution. In addition, we entered into an employee matters agreement and a tax sharing and indemnification agreement with KLX in connection with the spin-off.

Sales and cost of sales to KLX for the nine months ended September 30, 2015 were immaterial to the consolidated financial statements. There were no material balances due to or due from KLX as of September 30, 2015.

During the three and nine month periods ended September 30, 2014, KLX generated revenues of $448.7 and $1,241.9, earnings before income taxes of $75.0 and $214.9, and net earnings of $53.0 and $145.1, respectively, which have been presented as net earnings from discontinued operations in the accompanying condensed consolidated statements of earnings and comprehensive income for the three and nine month periods ended September 30, 2014. The results of the KLX discontinued operation exclude certain corporate and group allocations which were historically allocated to our Consumables Management Segment. These costs include primarily corporate overhead and information systems.

Acquisitions

During the second quarter of 2014, the Company acquired the outstanding shares of the Emteq, Inc. group of companies (“EMTEQ”), a domestic provider of aircraft interior and exterior lighting systems, as well as aircraft cabin management and power systems for a purchase price of $253.2, 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 $211.7, net of cash acquired. The Company also acquired the outstanding shares of Wessex Advanced Switching Products Ltd. (“WASP”), which is engaged in the production of lighting, control units and switches and is 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 “2014 Acquisitions.”

For the 2014 Acquisitions, based on our purchase price allocation, the excess of the purchase price over the fair value of the identifiable assets acquired approximated $530.5, of which $137.0 was allocated to identified intangible assets, consisting of customer contracts and relationships, developed technologies, trade names and covenants not to compete, and $393.5 is included in goodwill. The useful life assigned to the customer contracts and relationships and developed technologies is 20 years, the useful life assigned to trade names is five to 20 years, and the covenants not to compete are being amortized over their contractual periods of three to five years.

The 2014 Acquisitions were accounted for as purchases under ASC Topic 805, BusinessCombinations (“ASC Topic 805”). The assets purchased and liabilities assumed for the 2014 Acquisitions have been reflected in the accompanying condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014, and the results of operations for the 2014 Acquisitions are included in the accompanying condensed consolidated statements of earnings from their respective dates of acquisition.

The Company completed its evaluation and allocation of the purchase price for the EMTEQ and Fischer acquisitions during the six months ended June 30, 2015. The Company completed its evaluation and allocation of the purchase price for the WASP acquisition during the three months ended March 31, 2015. The Company recorded measurement period adjustments to previous purchase accounting estimates for the 2014 Acquisitions, which were primarily related to the finalization of the valuation of intangible assets. The adjustments primarily consisted of an increase in identifiable intangible assets and deferred income tax liability of $32.5 and $10.5, respectively, and a decrease in goodwill of $19.1. These adjustments were applied retrospectively to the acquisition date. Accordingly, the Company's consolidated balance sheet as of December 31, 2014 has been adjusted to reflect the effects of the measurement period adjustments. There was no material impact of the measurement period adjustments on the retrospective period statement of earnings and comprehensive income.

The following table summarizes the fair values of assets acquired and liabilities assumed in the 2014 Acquisitions in accordance with ASC Topic 805:

	Domestic		Foreign
Accounts receivable-trade	$	12.5	$	12.0
Inventories		12.3		7.9
Other current and non-current assets		2.5		1.2
Property and equipment		6.5		7.1
Goodwill		194.0		199.5
Identified intangibles		45.7		91.3
Accounts payable		(4.2)		(3.6)
Other current and non-current liabilities		(16.1)		(40.7)
Total purchase price	$	253.2	$	274.7

The majority of the goodwill and intangible assets related to the 2014 Acquisitions are not expected to be deductible for tax purposes.

Consolidated unaudited pro forma revenues, net earnings, and diluted net earnings per share from continuing operations for the three and nine month periods ended September 30, 2014, giving effect to the 2014 Acquisitions as if they had occurred on January 1, 2013 were $653.7,  $49.2, and $0.47, and $2,030.1,  $179.6 and $1.72, respectively.

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Goodwill and Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Line Items]
Finite lived intangible assets, original cost	$ 355.6	$ 355.6
Accumulated Amortization	118.6	118.6
Intangible assets, net book value	237.0	237.0	$ 250.7
Customer contracts and relationships
Goodwill and Intangible Assets Disclosure [Line Items]
Finite lived intangible assets, original cost	131.3	131.3
Accumulated Amortization	18.7	18.7
Intangible assets, net book value	$ 112.6	$ 112.6
Customer contracts and relationships | Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	8 years	3 years
Customer contracts and relationships | Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	30 years	5 years
Acquired technologies
Goodwill and Intangible Assets Disclosure [Line Items]
Finite lived intangible assets, original cost	$ 164.7	$ 164.7
Accumulated Amortization	78.1	78.1
Intangible assets, net book value	$ 86.6	86.6
Acquired technologies | Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	5 years
Acquired technologies | Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	34 years
Trademarks and patents
Goodwill and Intangible Assets Disclosure [Line Items]
Finite lived intangible assets, original cost	$ 28.4	28.4
Accumulated Amortization	17.5	17.5
Intangible assets, net book value	$ 10.9	10.9
Trademarks and patents | Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	3 years
Trademarks and patents | Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	20 years
Covenants not to compete
Goodwill and Intangible Assets Disclosure [Line Items]
Finite lived intangible assets, original cost	$ 2.0	2.0
Accumulated Amortization	0.8	0.8
Intangible assets, net book value	$ 1.2	1.2
Covenants not to compete | Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	4 years
Covenants not to compete | Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	5 years
Trade names
Goodwill and Intangible Assets Disclosure [Line Items]
Finite lived intangible assets, original cost	$ 29.2	29.2
Accumulated Amortization	3.5	3.5
Intangible assets, net book value	$ 25.7	$ 25.7
Trade names | Minimum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	5 years	5 years
Trade names | Maximum
Goodwill and Intangible Assets Disclosure [Line Items]
Useful life (years)	20 years	20 years

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Goodwill by Reportable Segment (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Goodwill [Line Items]
Goodwill	$ 820.6	$ 840.4
Commercial Aircraft
Goodwill [Line Items]
Goodwill	374.6	379.8
Business Jet
Goodwill [Line Items]
Goodwill	$ 446.0	$ 460.6

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 164.3	$ 292.5
Accounts receivable – trade, less allowance for doubtful accounts	380.7	288.3
Inventories	1,085.9	924.3
Deferred income taxes	20.4	19.2
Other current assets	68.0	131.3
Total current assets	1,719.3	1,655.6
Property and equipment, net of accumulated depreciation ($337.0 at September 30, 2015 and $312.0 at December 31, 2014)	399.5	397.6
Goodwill	820.6	840.4
Identifiable intangible assets, net of accumulated amortization	237.0	250.7
Other assets	39.1	47.8
Total assets	3,215.5	3,192.1
Current liabilities:
Accounts payable	292.6	275.0
Accrued liabilities	543.1	491.2
Current maturities of long-term debt		17.4
Total current liabilities	835.7	783.6
Long-term debt	2,033.0	2,147.3
Deferred income taxes	129.7	129.4
Other non-current liabilities	$ 128.7	$ 121.7
Commitments, contingencies and off-balance sheet arrangements (Note 8)
Stockholders' equity:
Preferred stock, $0.01 par value; 1.0 shares authorized; no shares outstanding
Common stock, $0.01 par value; 200.0 shares authorized, 106.9 shares issued as of September 30, 2015 and 106.7 shares issued as of December 31, 2014	$ 1.1	$ 1.1
Additional paid-in capital	(855.9)	(884.6)
Treasury stock: 1.9 shares at September 30, 2015 and 0.7 shares at December 31, 2014	(89.4)	(28.6)
Retained earnings	1,169.4	1,027.6
Accumulated other comprehensive loss	(136.8)	(105.4)
Total stockholders' equity	88.4	10.1
Total liabilities and equity	$ 3,215.5	$ 3,192.1

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Accounting for Uncertainty in Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2014	Sep. 30, 2015
Deferred Taxes Classification [Line Items]
Liability for unrecognized tax benefits that would affect effective tax rate, if recognized	$ 73.2	$ 80.0
Number of tax years the company is currently open to audit by tax authorities	8 years
Maximum
Deferred Taxes Classification [Line Items]
Liability for unrecognized tax benefits for interest and penalties	$ 2.0	$ 2.0

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Basis of Presentation

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

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 (“SEC”). 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 condensed 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, 2014.

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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Long-Term Debt (Details 2) - USD ($) $ in Millions		1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 16, 2014	Dec. 31, 2014	Sep. 30, 2015	Sep. 30, 2015
Debt Instrument [Line Items]
Principal payments on long-term debt				$ 136.0
Loss on extinguishment of debt		$ 243.6		(0.9)
Outstanding letter of credit amount		7.7	$ 8.5	8.5
London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Debt, interest rate	0.75%
Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument term	5 years
Revolving credit facility	$ 600.0
Amount outstanding		0.0	0.0	$ 0.0
Revolving credit facility agreement				Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate ("LIBOR") plus 200 basis points or ABR (as defined therein) plus 100 basis points.
Revolving Credit Facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread percentage	2.00%
Revolving Credit Facility | Prime Rate
Debt Instrument [Line Items]
Basis spread percentage	1.00%
Term Loan Facility
Debt Instrument [Line Items]
Debt instrument term	7 years
Revolving credit facility agreement				Borrowings under the Term Loan Facility bear interest at an annual rate equal to LIBOR plus 325 basis points (LIBOR shall not be less than 75 basis points per annum) or ABR (as defined therein) plus 225 basis points
Aggregate principal amount	$ 2,200.0
Principal payments on long-term debt			$ 125.0
Term Loan Facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread percentage	3.25%
Term Loan Facility | Prime Rate
Debt Instrument [Line Items]
Basis spread percentage	2.25%
Debt, interest rate				4.00%
Senior Unsecured Notes 5.25 Percent Due 2022
Debt Instrument [Line Items]
Principal payments on long-term debt		$ 1,300.0
Interest rate (as a percent)		5.25%
Senior Unsecured Notes 6.875 Percent Due 2020
Debt Instrument [Line Items]
Principal payments on long-term debt		$ 650.0
Interest rate (as a percent)		6.875%
Covenant Requirement | Minimum
Debt Instrument [Line Items]
Interest coverage ratio			300.00%	300.00%
Covenant Requirement | Maximum
Debt Instrument [Line Items]
Total leverage ratio			525.00%

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Net Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Computations of Basic and Diluted Earnings Per Share

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Net earnings	$	45.8	$	102.2	$	202.3	$	319.8
Basic weighted average common shares		104.3		103.9		104.4		103.9
Effect of employee stock purchase plan shares		-		0.1		-		0.1
Effect of restricted shares issued		0.5		0.6		0.5		0.5
Diluted weighted average common shares		104.8		104.6		104.9		104.5
Basic net earnings per share:
Continuing operations	$	0.44	$	0.47	$	1.94	$	1.68
Discontinued operations		-		0.51		-		1.40
Basic net earnings per share	$	0.44	$	0.98	$	1.94	$	3.08
Diluted net earnings per share:
Continuing operations	$	0.44	$	0.47	$	1.93	$	1.67
Discontinued operations		-		0.51		-		1.39
Diluted net earnings per share	$	0.44	$	0.98	$	1.93	$	3.06

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Commitments, Contingencies and Off-Balance Sheet Arrangements (Details) $ in Millions	Sep. 30, 2015 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Operating lease, future minimum lease payments	$ 188.0

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Recent Accounting Pronouncements (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	$ 2.0
Long-term debt		$ 2,033.0
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 201503 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Long-term debt		(21.4)	$ (24.4)
Other assets		$ (21.4)	$ (24.4)

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Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2015

Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements

Note 2.Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which updated the guidance in Accounting Standards Codification (“ASC”) Topic 835, Interest. The updated guidance is effective retrospectively for annual periods and interim periods within the annual periods beginning after December 15, 2015. Early adoption is permitted, including early adoption in an interim period. The amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The Company adopted ASU 2015-03 effective January 1, 2015 and has presented debt issuance costs of $21.4 and $24.4 as of September 30, 2015 and December 31, 2014, respectively, as a direct deduction from the carrying amounts of its debt liabilities. These amounts were previously recorded in other assets.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (“ASU 2014-12”), which updated the guidance in ASC Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). 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 ASC Topic 718 F-12 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 guidance permits two implementation approaches, either prospectively to all awards granted or modified after the effective date, or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updated the guidance in ASC Topic 606, Revenue Recognition. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. 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 guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. 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, the FASB issued ASU 2014-08, Presentation of Financial Statements (ASC Topic 205) and Property, Plant and Equipment (“ASU 2014-08”), 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 ASC Subtopic 205-20, Presentation of Financial Statements-Discontinued Operations. 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 did not have a material impact on the Company’s condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Statement Of Financial Position [Abstract]
Property and equipment, accumulated depreciation	$ 337.0	$ 312.0
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1.0	1.0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200.0	200.0
Common stock, shares issued	106.9	106.7
Treasury stock	1.9	0.7

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Accounting for Uncertainty in Income Taxes

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

INCOME TAXES

Note 12.  Accounting for Uncertainty in Income Taxes

In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. As of September 30, 2015 and December 31, 2014, the Company had $80.0 and $73.2, 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 eight tax years ended December 31, 2014. 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 September 30, 2015 and December 31, 2014.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 23, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Entity Current Reporting Status	Yes
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		104,525,977

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Restructuring and Other Charges

9 Months Ended

Sep. 30, 2015

Restructuring and Other Charges

Restructuring and Other Charges

Note 13.  Restructuring and Other Charges

During the current period, the Company recognized charges totaling $49.0 in connection with its cost reduction program. The charges reflect costs associated with facilities consolidation, product rationalization, workforce reductions and program discontinuance. The charges are included in the amounts and descriptions below, as appropriate.  The Company expects the cost reduction initiatives to offset inflationary pressures on wages, occupancy and infrastructure costs.

The following table presents the liability balance and activity related to restructuring and other charges:

				Disposals
				and Other				Balance at
		Original Accrual		Non-cash Charges		Cash Paid		September 30, 2015
Facility Consolidations	$	30.2	$	(15.7)	$	(1.3)	$	13.2
Other Employee Severance		6.9		(0.6)		(1.4)		4.9
Program Discontinuance		11.9		(11.9)		-		-
	$	49.0	$	(28.2)	$	(2.7)	$	18.1

The following table presents the pretax distribution of total restructuring and other charges by classification in the consolidated statement of earnings and comprehensive income for the three and nine months ended September 30, 2015:

Cost of sales	$	15.3
Selling, general and administrative		28.8
Research, development and engineering		4.9
	$	49.0

The following table presents the pretax impact of total restructuring and other charges(1) by segment for the three and nine months ended September 30, 2015:

Commercial aircraft	$	29.3
Business jet		19.7
	$	49.0

(1) Corporate cost reduction and other charges have been allocated to the above segments in a manner consistent with our corporate expense allocations.

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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenues	$ 679.8	$ 653.7	$ 2,070.4	$ 1,961.1
Cost of sales	424.4	423.6	1,246.1	1,193.7
Selling, general and administrative	106.4	94.3	279.7	268.2
Research, development and engineering	73.8	71.7	216.4	213.4
Operating earnings	$ 75.2	$ 64.1	$ 328.2	$ 285.8
Operating earnings, as percentage of revenues	11.10%	9.80%	15.90%	14.60%
Interest expense, net	$ 24.0	$ 34.2	$ 72.4	$ 96.5
Earnings from continuing operations before income taxes	51.2	29.9	255.8	189.3
Income tax expense (benefit)	5.4	(19.3)	53.5	14.6
Net earnings from continuing operations	45.8	49.2	202.3	174.7
Net earnings from discontinued operations, net of income taxes		53.0		145.1
Net earnings	45.8	102.2	202.3	319.8
Other comprehensive (loss):
Foreign currency translation adjustment and other	(8.1)	(82.5)	(31.4)	(73.2)
Comprehensive income	$ 37.7	$ 19.7	$ 170.9	$ 246.6
Basic net earnings per share - Continuing operations (in dollars per share)	$ 0.44	$ 0.47	$ 1.94	$ 1.68
Basic net earnings per share - Discontinued operations (in dollars per share)		0.51		1.40
Basic net earnings per share (in dollars per share)	0.44	0.98	1.94	3.08
Diluted net earnings per share - Continuing operations (in dollars per share)	0.44	0.47	1.93	1.67
Diluted net earnings per share - Discontinued operations (in dollars per share)		0.51		1.39
Diluted net earnings per share (in dollars per share)	0.44	$ 0.98	1.93	$ 3.06
Dividends declared per share (in dollars per share)	$ 0.19		$ 0.57
Basic weighted average common shares	104.3	103.9	104.4	103.9
Diluted weighted average common shares	104.8	104.6	104.9	104.5

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Fair Value Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

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 no debt outstanding under the Revolving Credit Facility as of September 30, 2015 or December 31, 2014. The carrying value of the Term Loan Facility approximates fair value based upon observable market data (which the Company classifies as Level 2).

The fair value information presented herein is based on pertinent information available to management at September 30, 2015 and December 31, 2014, respectively.

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Long-Term Debt

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

LONG-TERM DEBT

Note 6.Long-Term Debt

In connection with the KLX spin-off, the Company entered into a credit agreement dated as of December 16, 2014 (as amended, the “Credit Agreement”) governing its senior secured bank credit facilities, consisting of (a) a five-year, $600.0 revolving credit facility (the “Revolving Credit Facility”) and (b) a seven-year, $2,200.0 term loan facility (the “Term Loan Facility”).  Borrowings under the Revolving Credit Facility bear interest at an annual rate equal to the London interbank offered rate (“LIBOR”) plus 200 basis points or ABR (as defined therein) plus 100 basis points.There were no amounts outstanding under the Revolving Credit Facility as of September 30, 2015 or December 31, 2014.  Borrowings under the Term Loan Facility bear interest at an annual rate equal to LIBOR plus 325 basis points (LIBOR shall not be less than 75 basis points per annum) or ABR (as defined therein) plus 225 basis points(4.0% at September 30, 2015). 

Outstanding long-term debt as of September 30, 2015 consisted of $2,064.0 outstanding under the Term Loan Facility, none of which was current. During the third quarter, the Company repaid $125.0 of its outstanding Term Loan Facility. On a net basis, after taking into consideration unamortized original issue discount and debt issue costs for the Term Loan Facility, long-term debt was $2,033.0.

In connection with the KLX spin-off, during December 2014, the Company redeemed $1,300.0 of its 5.25% Notes due 2022 and $650.0 of its 6.875% Notes due 2020. The Company incurred a loss on debt extinguishment of $243.6 related to unamortized debt issue costs and fees and expenses related to the repurchase of its 5.25% and 6.875% Notes during December 2014.

Letters of credit outstanding under the Revolving Credit Facility aggregated $8.5 at September 30, 2015 ($7.7 at December 31, 2014).

The Revolving Credit Facility contains an interest coverage ratio financial covenant (as defined therein) that must be maintained at a level greater than 3.0 to 1 and a total leverage ratio covenant (as defined therein) which limits gross debt to a 5.25 to 1 multiple of EBITDA (as defined therein). The Credit Agreement is collateralized by substantially all of the Company’s assets and contains customary affirmative covenants, negative covenants, restrictions on the payment of dividends and the repurchase of our stock, and conditions precedent for borrowings, all of which were met as of September 30, 2015.

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Restructuring and Other Charges (Tables)

9 Months Ended

Sep. 30, 2015

Restructuring and Other Charges

The summary of liability balance and activity related to restructuring and other charges

				Disposals
				and Other				Balance at
		Original Accrual		Non-cash Charges		Cash Paid		September 30, 2015
Facility Consolidations	$	30.2	$	(15.7)	$	(1.3)	$	13.2
Other Employee Severance		6.9		(0.6)		(1.4)		4.9
Program Discontinuance		11.9		(11.9)		-		-
	$	49.0	$	(28.2)	$	(2.7)	$	18.1

The schedule of pretax distribution of total restructuring and other charges by classification in the consolidated statement of earnings and comprehensive income

Cost of sales	$	15.3
Selling, general and administrative		28.8
Research, development and engineering		4.9
	$	49.0

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Inventories (Tables)

9 Months Ended

Sep. 30, 2015

Inventory Disclosure [Abstract]

Inventories

		September 30,		December 31,
		2015		2014
Purchased materials and component parts	$	327.9	$	257.4
Work-in-process		706.7		605.9
Finished goods		51.3		61.0
	$	1,085.9	$	924.3

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Segment Reporting

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

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 and business jet. Each segment regularly reports its results of operations and makes requests for capital expenditures and acquisition funding to the Company’s chief operational decision-making group (“CODM”). This group is comprised of the Executive Chairman of the Board of Directors, the President and Chief Executive Officer and the 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, maintenance, repair and overhaul providers, aircraft leasing and aircraft manufacturing customers. The Company has not included product line information due to the similarity of commercial aircraft segment product offerings.

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

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Revenues:
Commercial aircraft	$	507.8	$	513.9	$	1,573.2	$	1,578.4
Business jet		172.0		139.8		497.2		382.7
	$	679.8	$	653.7	$	2,070.4	$	1,961.1
Operating earnings(1)
Commercial aircraft	$	66.9	$	80.4	$	265.0	$	271.8
Business jet		8.3		(6.9)		63.2		30.1
		75.2		73.5		328.2		301.9
Corporate allocations related to discontinued operations		-		(9.4)		-		(16.1)
Operating earnings		75.2		64.1		328.2		285.8
Interest expense, net		24.0		34.2		72.4		96.5
Earnings from continuing operations
before income taxes	$	51.2	$	29.9	$	255.8	$	189.3

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

The following table presents capital expenditures(1) by reportable segment:

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Commercial aircraft	$	11.4	$	20.6	$	47.9	$	68.2
Business jet		3.9		3.6		15.4		17.7
Discontinued operations		-		36.1		-		97.1
	$	15.3	$	60.3	$	63.3	$	183.0

(1) 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:

	September 30,		December 31,
	2015		2014
Commercial aircraft	$	374.6	$	379.8
Business jet		446.0		460.6
	$	820.6	$	840.4

The following table presents total assets(1) by reportable segment:

	September 30,		December 31,
	2015		2014
Commercial aircraft	$	2,129.0	$	2,112.4
Business jet		1,086.5		1,079.7
	$	3,215.5	$	3,192.1

(1) Corporate assets (including cash and cash equivalents) of $367.6 and $566.8at September 30, 2015 and December 31, 2014, 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

9 Months Ended

Sep. 30, 2015

Commitments And Contingencies Disclosure [Abstract]

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 September 30, 2015, future minimum lease payments under these arrangements approximated $188.0, the majority of which related to long-term real estate leases.

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

Indemnities, Commitments and Guarantees – During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property indemnities to the Company’s customers in connection with the design, manufacture, sale and delivery of its products, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases is indefinite. 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

9 Months Ended

Sep. 30, 2015

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

EMPLOYEE STOCK PURCHASE PLAN

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 $7.4and $20.9, and $7.0 and $20.4 was recognized during the three and nine month periods ended September 30, 2015 and 2014, 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 $51.9 at September 30, 2015.

The Company has established a qualified Employee Stock Purchase Plan which allows qualified employees (as defined therein) 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

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

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 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 September 30, 2015 and 2014, approximately 0.7 and 0.0 shares and for the nine month periods ended September 30, 2015 and 2014, approximately 0.6 and 0.0 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 nine month periods ended September 30, 2015 and 2014, respectively, are as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Net earnings	$	45.8	$	102.2	$	202.3	$	319.8
Basic weighted average common shares		104.3		103.9		104.4		103.9
Effect of employee stock purchase plan shares		-		0.1		-		0.1
Effect of restricted shares issued		0.5		0.6		0.5		0.5
Diluted weighted average common shares		104.8		104.6		104.9		104.5
Basic net earnings per share:
Continuing operations	$	0.44	$	0.47	$	1.94	$	1.68
Discontinued operations		-		0.51		-		1.40
Basic net earnings per share	$	0.44	$	0.98	$	1.94	$	3.08
Diluted net earnings per share:
Continuing operations	$	0.44	$	0.47	$	1.93	$	1.67
Discontinued operations		-		0.51		-		1.39
Diluted net earnings per share	$	0.44	$	0.98	$	1.93	$	3.06

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Long-Term debt (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Long-term debt	$ 2,033.0
Less current portion of long-term debt		$ 17.4
Long-term debt, net of current maturities	2,033.0	$ 2,147.3
Term Loan Facility
Debt Instrument [Line Items]
Outstanding long-term debt	$ 2,064.0

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Revenues and Operating Earnings by Reportable Segment

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Revenues:
Commercial aircraft	$	507.8	$	513.9	$	1,573.2	$	1,578.4
Business jet		172.0		139.8		497.2		382.7
	$	679.8	$	653.7	$	2,070.4	$	1,961.1
Operating earnings(1)
Commercial aircraft	$	66.9	$	80.4	$	265.0	$	271.8
Business jet		8.3		(6.9)		63.2		30.1
		75.2		73.5		328.2		301.9
Corporate allocations related to discontinued operations		-		(9.4)		-		(16.1)
Operating earnings		75.2		64.1		328.2		285.8
Interest expense, net		24.0		34.2		72.4		96.5
Earnings from continuing operations
before income taxes	$	51.2	$	29.9	$	255.8	$	189.3

Capital Expenditures by Reportable Segment

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015		2014
Commercial aircraft	$	11.4	$	20.6	$	47.9	$	68.2
Business jet		3.9		3.6		15.4		17.7
Discontinued operations		-		36.1		-		97.1
	$	15.3	$	60.3	$	63.3	$	183.0

Goodwill by Reportable Segment

	September 30,		December 31,
	2015		2014
Commercial aircraft	$	374.6	$	379.8
Business jet		446.0		460.6
	$	820.6	$	840.4

Total Assets by Reportable Segment

	September 30,		December 31,
	2015		2014
Commercial aircraft	$	2,129.0	$	2,112.4
Business jet		1,086.5		1,079.7
	$	3,215.5	$	3,192.1

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Divestitures and Business Combinations (Details 2)	Dec. 16, 2014
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff [Member] | KLX Inc [Member]
Transtiional services
Term of transition services maximum	24 months

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Total Assets by Reportable Segment (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 3,215.5	$ 3,192.1
Commercial Aircraft
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	2,129.0	2,112.4
Business Jet
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 1,086.5	$ 1,079.7

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 202.3	$ 319.8
Adjustments to reconcile net earnings to net cash flows provided by operating activities, net of effects from acquisitions:
Depreciation and amortization	63.1	105.3
Deferred income taxes	4.8	21.4
Non-cash compensation	22.1	21.6
Provision for doubtful accounts	6.7	1.7
Loss on disposal of property and equipment	4.6	2.9
Debt prepayment costs	0.9
Tax benefits realized from prior exercises of employee stock options and restricted stock	(4.0)	(9.1)
Changes in operating assets and liabilities:
Accounts receivable	(107.3)	(142.5)
Inventories	(171.6)	(218.1)
Other current and non-current assets	70.2	(61.1)
Accounts payable and accrued liabilities	98.6	161.6
Net cash provided by operating activities	190.4	203.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(63.3)	(183.0)
Acquisitions, net of cash acquired	4.0	(1,043.1)
Other	(5.5)	0.1
Net cash used in investing activities	(64.8)	(1,226.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issued	3.1	3.7
Purchase of treasury stock, including shre repurhases	(60.8)	(0.1)
Tax benefits realized from prior exercises of employee stock options and restricted stock	4.0	9.1
Borrowings on line of credit		668.0
Debt origination costs		(2.0)
Principal payments on long-term debt	(136.0)
Dividends	(59.7)
Net cash (used in) provided by financing activities	(249.4)	678.7
Effect of foreign exchange rate changes on cash and cash equivalents	(4.4)	(4.7)
Net decrease in cash and cash equivalents	(128.2)	(348.5)
Cash and cash equivalents, beginning of period	292.5	637.8
Cash and cash equivalents, end of period	164.3	289.3
Cash paid (refunded) during period for:
Interest	55.2	62.3
Income taxes		114.2
Income taxes (refunded)	(20.3)
Supplemental schedule of non-cash activities:
Accrued property additions	$ 4.7	9.1
Contingent consideration		$ 102.0

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

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:

		September 30, 2015
	Useful					Net
	Life	Original		Accumulated		Book
	(Years)	Cost		Amortization		Value
Customer contracts and relationships	8-30	$	131.3	$	18.7	$	112.6
Acquired technologies and other	5-34		164.7		78.1		86.6
Trademarks and patents	3-20		28.4		17.5		10.9
Covenants not to compete	4-5		2.0		0.8		1.2
Trade names	5-20		29.2		3.5		25.7
		$	355.6	$	118.6	$	237.0

Amortization expense associated with identifiable intangible assets within continuing operations was approximately $4.4 and $5.0 for the three month periods ended September 30, 2015 and 2014, respectively, and $12.9 and $10.9 for the nine month periods ended September 30, 2015 and 2014, respectively. The Company currently expects to recognize amortization expense of approximately $17 in each of the next fivefiscalyears.  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 decreased $19.8 during the nine months ended September 30, 2015 due to foreign currency translations.

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Divestitures and Business Combinations (Details 3) - USD ($) $ in Millions	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Acquisitions [Line Items]
Goodwill	$ 820.6		$ 820.6	$ 840.4
2014 Acquisitions
Acquisitions [Line Items]
Goodwill increase		$ 19.1
Minimum | Customer contracts and relationships
Acquisitions [Line Items]
Useful life (years)	8 years		3 years
Minimum | Covenants not to compete
Acquisitions [Line Items]
Useful life (years)	4 years
Maximum | Customer contracts and relationships
Acquisitions [Line Items]
Useful life (years)	30 years		5 years
Maximum | Covenants not to compete
Acquisitions [Line Items]
Useful life (years)	5 years

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Revenues and Operating Earnings by Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 679.8	$ 653.7	$ 2,070.4	$ 1,961.1
Operating earnings before corporate allocations related to discontinued operations	75.2	73.5	328.2	301.9
Corporate allocations related to discontinued operations		(9.4)		(16.1)
Operating earnings	75.2	64.1	328.2	285.8
Interest expense, net	24.0	34.2	72.4	96.5
Earnings from continuing operations before income taxes	51.2	29.9	255.8	189.3
Commercial Aircraft
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	507.8	513.9	1,573.2	1,578.4
Operating earnings	66.9	80.4	265.0	271.8
Business Jet
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	172.0	139.8	497.2	382.7
Operating earnings	$ 8.3	$ (6.9)	$ 63.2	$ 30.1

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets by Major Asset Class

		September 30, 2015
	Useful					Net
	Life	Original		Accumulated		Book
	(Years)	Cost		Amortization		Value
Customer contracts and relationships	8-30	$	131.3	$	18.7	$	112.6
Acquired technologies and other	5-34		164.7		78.1		86.6
Trademarks and patents	3-20		28.4		17.5		10.9
Covenants not to compete	4-5		2.0		0.8		1.2
Trade names	5-20		29.2		3.5		25.7
		$	355.6	$	118.6	$	237.0