BEAV / B/E Aerospace, Inc. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

B 15-12G

15-12G 1 a17-1172411512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-18348 B/E AEROSPACE, INC. (Exact name

B AW

AW 1 a17-120143aw.htm AW 1400 Corporate Center Way Wellington, Florida 33414-2105 May 1, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Post-Effective Amendments Nos. 2, 4 and 2 to Registration Statements on Form S-3 with File Nos. 333-112493, 333-57114 and 333-16235, respectively Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act o

B AW

AW 1 a17-120142aw.htm AW 1400 Corporate Center Way Wellington, Florida 33414-2105 May 1, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Post-Effective Amendments Nos. 2, 4 and 2 to Registration Statements on Form S-3 with File Nos. 333-112493, 333-57114 and 333-16235, respectively Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act o

B AW

AW 1 a17-120141aw.htm AW 1400 Corporate Center Way Wellington, Florida 33414-2105 May 1, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Post-Effective Amendments Nos. 2, 4 and 2 to Registration Statements on Form S-3 with File Nos. 333-112493, 333-57114 and 333-16235, respectively Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act o

B RW WD

RW WD 1 a17-120153rwwd.htm RW WD 1400 Corporate Center Way Wellington, Florida 33414-2105 May 1, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Withdrawal of request to withdraw filed by B/E Aerospace, Inc. on April 25, 2017 with respect to Post-Effective Amendments Nos. 2, 4 and 2 to Registration Statements on Form S-3 with File Nos. 333-112493, 33

B RW WD

RW WD 1 a17-120152rwwd.htm RW WD 1400 Corporate Center Way Wellington, Florida 33414-2105 May 1, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Withdrawal of request to withdraw filed by B/E Aerospace, Inc. on April 25, 2017 with respect to Post-Effective Amendments Nos. 2, 4 and 2 to Registration Statements on Form S-3 with File Nos. 333-112493, 33

B RW WD

RW WD 1 a17-120151rwwd.htm RW WD 1400 Corporate Center Way Wellington, Florida 33414-2105 May 1, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Withdrawal of request to withdraw filed by B/E Aerospace, Inc. on April 25, 2017 with respect to Post-Effective Amendments Nos. 2, 4 and 2 to Registration Statements on Form S-3 with File Nos. 333-112493, 33

B RW

1400 Corporate Center Way Wellington, Florida 33414-2105 April 25, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

B RW

1400 Corporate Center Way Wellington, Florida 33414-2105 April 25, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

B RW

1400 Corporate Center Way Wellington, Florida 33414-2105 April 25, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

B S-8 POS

As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos.

B S-8 POS

S-8 POS 1 a17-113789s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

S-8 POS 1 a17-113788s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos.

B S-8 POS

S-8 POS 1 a17-113786s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

S-8 POS 1 a17-113785s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

S-8 POS 1 a17-113784s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

S-8 POS 1 a17-113783s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

S-8 POS 1 a17-113782s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos. 333-207213, 333-199791, 333-191995, 333-191994, 333-184705, 333-170494, 333-168528, 333-161028, 333-136974 and 333-130675 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SEC

B S-8 POS

As filed with the Securities and Exchange Commission on April 13, 2017 Registration Nos.

B POS AM

As filed with the Securities and Exchange Commission on April 13, 2017 Registration No.

B POS AM

POS AM 1 a17-113752posam.htm POS AM As filed with the Securities and Exchange Commission on April 13, 2017 Registration No. 333-112493 Registration No. 333-57114 Registration No. 333-16235 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-112493 Post-Effective Amendment No. 4 to Form S-3 Registration St

B POS AM

As filed with the Securities and Exchange Commission on April 13, 2017 Registration No.

B POSASR

POSASR 1 a17-113761posasr.htm POSASR As filed with the Securities and Exchange Commission on April 13, 2017 Registration No. 333-210957 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) Delaware (State or

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, ABS Informational and Computational Material, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 13, 2017 B/E Aerospace, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-18348 (Commission File Number) 06-1

AMENDED AND RESTATED BY-LAWS B/E AEROSPACE, INC. A Delaware Corporation Effective April 13, 2017 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF B/E AEROSPACE, INC. A Delaware Corporation Effective April 13, 2017 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 2 Section 2.4 Notice 2 Section 2.5 Adjournments 2 Sectio

CERTIFICATE OF MERGER QUARTERBACK MERGER SUB CORP. (a Delaware corporation) WITH AND INTO B/E AEROSPACE, INC. (a Delaware corporation) * * * * *

Exhibit 3.1 CERTIFICATE OF MERGER OF QUARTERBACK MERGER SUB CORP. (a Delaware corporation) WITH AND INTO B/E AEROSPACE, INC. (a Delaware corporation) * * * * * Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (the ? DGCL?), B/E Aerospace, Inc., a Delaware corporation (the ? Corporation?), in connection with the merger of Quarterback Merger Sub Corp., a De

Annual Report - 10-K/A

Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-18348 B/E AEROSPACE, INC. (Exa

Rockwell Collins 425 (Prospectus)

425 1 a42532917xtownhall.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit Exhibit 99 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements have been prepared to illustrate the estimated effects of the previously announced merger of Rockwell Collins, Inc.

Rockwell Collins 8-K (Prospectus)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 16, 2017 Rockwell Collins, Inc.

Rockwell Collins 8-K (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017 UNITED STATES SE

Rockwell Collins 425 (Prospectus)

425 1 a4253917xtarc.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 20

Rockwell Collins 425 (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017 This Full Speed

B/E AEROSPACE STOCKHOLDERS APPROVE MERGER WITH ROCKWELL COLLINS

EX-99.1 2 ss34170ex9901.htm PRESS RELEASE News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE STOCKHOLDERS APPROVE MERGER WITH ROCKWELL COLLINS WELLINGTON, FL, March 9, 2017 – B/E Aerospace, Inc. (NASDAQ: BEAV), the world’s leading manufacturer of aircraft cabin interior products, today announced that B/E Aerospace stockho

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 ss341708k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 9, 2017 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) Delaware 0- 18348 06-1209796 (State or other jurisdiction o

B/E AEROSPACE STOCKHOLDERS APPROVE MERGER WITH ROCKWELL COLLINS

News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc.

B CURRENT REPORT (Prospectus)

425 1 ss341708k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 9, 2017 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) Delaware 0- 18348 06-1209796 (State or other jurisdiction o

Rockwell Collins 425 (Prospectus)

425 1 a4253917xpressrelease.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: Februa

B/E Aerospace, Inc.

EXHIBIT 21.1 NAME JURISDICTION B/E Aerospace, Inc. Delaware Altis Aero Systems LLC Delaware B/E Aerospace Machined Products, Inc. Delaware B/E Aerospace Thermal and Power Management Finance LLC Delaware BE Aerospace Australia, Inc. Delaware BE Intellectual Property, Inc. Delaware BEA Europe Holding LLC Delaware Flight Structures, Inc. Washington Macrolink, Inc. Delaware Nordskog Industries, Inc. C

Annual Report - 10-K

10-K 1 beav-20161231x10k.htm 10-K Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-18348 B/E AEROSPAC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

EX-99.1 8 beav-20161231ex991c26174.htm EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IRONWORKEERS LOCAL NO. 25 ) PENSION FUND, ) ) Plaintiff, ) ) v. ) ) AMIN J. KHOURY, DAVID J. ) ANDERSON, RICHARD G. ) HAMERMESH, JONATHAN M. ) SCHOFIELD, MICHAEL F. SENFT, ) C.A. No. 10342-VCN JOHN T. WHATES, ROBERT J. ) KHOURY and JPMORGAN CHASE ) BANK, N.A., ) ) Defendants. ) ) B/E AEROS

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017 No Offer or Solicitation

B PURSUANT TO RULE 425 (Prospectus)

425 1 ss31952425.htm PURSUANT TO RULE 425 Filed by B/E Aerospace, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: February 21, 2017 February 21, 2017 Dear B/E Aerospace Associates, Earlier this month, we took another step forward in the merge

B 425 (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017

B CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2017 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdic

B/E AEROSPACE REPORTS 2016 FINANCIAL RESULTS; COMMENTS ON PENDING ROCKWELL COLLINS / B/E AEROSPACE MERGER

Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS 2016 FINANCIAL RESULTS; COMMENTS ON PENDING ROCKWELL COLLINS / B/E AEROSPACE MERGER WELLINGTON, FL, February 10, 2017 ? B/E Aerospace, Inc. (the ?Company?) (NASDAQ: BEAV), the world?s leading manufacturer of aircraft cabin interior products, today ann

BEAV / B/E Aerospace, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 beaerospaceinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: B/E Aerospace Inc Title of Class of Securities: Common Stock CUSIP Number: 073302101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to wh

B 425 (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017 No Offer or Soli

B FILED PURSUANT TO RULE 425 (Prospectus)

Filed by B/E Aerospace, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: February 7, 2017 News Release Rockwell Collins and B/E Aerospace announce special stockholder meetings on March 9 CEDAR RAPIDS, Iowa & WELLINGTON, Fla. (February 7, 2017)

B 425 (Prospectus)

425 1 a425272017xvotexnoticexsp.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: Fe

B 425 (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: February 3, 2017

B DEFM14A

DEFM14A 1 a2230778zdefm14a.htm DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate bo

B 425 (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: January 20, 2017 Safe Harbor Sta

B 425 (Prospectus)

Document Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: January 20, 2017

Q1 FY17

Exhibit Exhibit 99.1 News Release Rockwell Collins reports first quarter financial results ? Earnings per share increase 10% to $1.10 including B/E Aerospace deal costs ? Pending B/E Aerospace acquisition expected to close in the spring CEDAR RAPIDS, Iowa (January 20, 2017) - Rockwell Collins, Inc. (NYSE: COL) today reported sales for the first quarter of fiscal year 2017 of $1.2 billion, a 2% inc

B 8-K (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: January 20, 2017 UNITED STATES SECURITIES

B 8-K (Prospectus)

425 1 col142017x8k1.htm 8-K Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: January 10, 2

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: January 5, 2017 ARTICLE FOR ROCKWELL COLL

ROCKWELL COLLINS, INC. $1,500,000,000 TERM LOAN CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent CITIBANK, N.A., WELLS FARGO BANK, N.A., Syndication Agents CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, MI

Exhibit 10.2 EXECUTION VERSION ROCKWELL COLLINS, INC. $1,500,000,000 TERM LOAN CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent CITIBANK, N.A., WELLS FARGO BANK, N.A., Syndication Agents CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, MIZUHO BANK LTD., Documentation Agents The Lenders Listed Herein JPMORGAN CHASE BANK, N.A., CITIGROUP GLOBAL MARKETS INC.

ROCKWELL COLLINS, INC. $4,350,000,000 BRIDGE CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent The Lenders Listed Herein JPMORGAN CHASE BANK, N.A., Sole Lead Arranger and Sole Bookrunner

Exhibit 10.1 EXECUTION VERSION ROCKWELL COLLINS, INC. $4,350,000,000 BRIDGE CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent The Lenders Listed Herein JPMORGAN CHASE BANK, N.A., Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . Accounting Terms and Determinations 15 Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2016 Rockwell Collin

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: December 22, 2016 UNITED STATES SECURITIE

ROCKWELL COLLINS, INC. FIVE-YEAR CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent CITIBANK, N.A., WELLS FARGO BANK, N.A., Syndication Agents CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, MIZUHO BANK LTD.,

EX-10.3 4 a16-234931ex10d3.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION ROCKWELL COLLINS, INC. FIVE-YEAR CREDIT AGREEMENT dated as of December 16, 2016, JPMORGAN CHASE BANK, N.A., Administrative Agent CITIBANK, N.A., WELLS FARGO BANK, N.A., Syndication Agents CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, MIZUHO BANK LTD., Documentation Agents The Lenders Listed Herein JPMORGAN CHASE BANK, N.A., CITIG

B 425 (Prospectus)

425 1 a16-231291425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 SEC File No. of Registration Statement on Form S-4 filed by Rockwell Collins, Inc.: 333-214774 Date: December 15,

B 425 (Prospectus)

425 1 a16-227311425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: December 5, 2016 ROCKWELL COLLINS, INC. COMPANY CONFERENCE PRESENTATION DEC 01, 2016 Call Participants EXECU

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: November 21, 2016 ROCKWELL COLLINS INC. COMPANY CONFERENCE PRESENTATION NOV 17, 2016 Call Participants EXECUTIVES Patrick E. Allen Chief

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: November 11, 2016 Rockwell Collins Inc at Robert W Baird Global Industrial Conference Chicago Nov 10, 2016 (Thomson StreetEvents) - Edit

B 10-Q (Quarterly Report)

10-Q 1 beav-20160930x10q.htm 10-Q Table of Contents 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, 2016 Commission File No. 0-18348 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1209796 (Stat

B 425 (Prospectus)

425 1 a16-2032220425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 27, 2016 Safe Harbor Statement This communication contains statements, including statements regardi

B 425 (Prospectus)

425 1 a16-2032221425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 27, 2016 Explanatory Note: The following is a transcript of an interview with Kelly Ortberg and CNB

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 27, 2016 Explanatory Note: The following is a transcript of an interview with Kelly Ortberg and CNBC on October 24, 2016, which

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 27, 2016 Explanatory Note: The following is an article dated October 23, 2016, which is linked in the above posting. Rockwell Co

B 8-K (Prospectus)

r UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2016 Rockwell Collins, Inc. (Exact name of Registrant as specified in its charter) Delaware 52-2314475 (State or other jurisdiction (I.R.S. Employer of incorporation) Id

AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. B/E AEROSPACE, INC. Dated as of October 23, 2016

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. and B/E AEROSPACE, INC. Dated as of October 23, 2016 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation/Charter; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Arti

AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. B/E AEROSPACE, INC. Dated as of October 23, 2016

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. and B/E AEROSPACE, INC. Dated as of October 23, 2016 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation/Charter; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Arti

TRANSACTION BONUS AND NONCOMPETITION

Exhibit 10.5 TRANSACTION BONUS AND NONCOMPETITION AGREEMENT This Transaction Bonus and Noncompetition Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Ryan M. Patch (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummation

AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. B/E AEROSPACE, INC. Dated as of October 23, 2016

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. and B/E AEROSPACE, INC. Dated as of October 23, 2016 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger 1 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation/Charter; Bylaws 2 Section 1.5 Board of Directors; Officers 2 Arti

TRANSACTION BONUS

Exhibit 10.2 TRANSACTION BONUS AGREEMENT This Transaction Bonus Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Amin J. Khoury (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummation of the transactions contemplated und

TRANSACTION BONUS AND NONCOMPETITION

Exhibit 10.4 TRANSACTION BONUS AND NONCOMPETITION AGREEMENT This Transaction Bonus and Noncompetition Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Joseph T. Lower (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummati

TRANSACTION BONUS

Exhibit 10.3 TRANSACTION BONUS AGREEMENT This Transaction Bonus Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Werner Lieberherr (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummation of the transactions contemplated

TRANSACTION BONUS AND NONCOMPETITION

Exhibit 10.4 TRANSACTION BONUS AND NONCOMPETITION AGREEMENT This Transaction Bonus and Noncompetition Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Joseph T. Lower (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummati

FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC.

Exhibit 10.1 EXECUTION COPY FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC. THIS FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Amendment”) is entered into as of October 23, 2016 by B/E Aerospace, Inc., a Delaware corporation (“B/E”), and KLX Inc., a Delaware corporation (“KLX”). RECITALS WHEREAS, B/E and KLX previously ent

FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC.

Exhibit 10.1 EXECUTION COPY FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC. THIS FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Amendment”) is entered into as of October 23, 2016 by B/E Aerospace, Inc., a Delaware corporation (“B/E”), and KLX Inc., a Delaware corporation (“KLX”). RECITALS WHEREAS, B/E and KLX previously ent

TRANSACTION BONUS

Exhibit 10.2 TRANSACTION BONUS AGREEMENT This Transaction Bonus Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Amin J. Khoury (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummation of the transactions contemplated und

TRANSACTION BONUS AND NONCOMPETITION

Exhibit 10.5 TRANSACTION BONUS AND NONCOMPETITION AGREEMENT This Transaction Bonus and Noncompetition Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Ryan M. Patch (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummation

TRANSACTION BONUS

Exhibit 10.3 TRANSACTION BONUS AGREEMENT This Transaction Bonus Agreement (this ?Agreement?), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Werner Lieberherr (the ?Executive?). WHEREAS, in an effort to incentivize the Executive to facilitate the successful and satisfactory consummation of the transactions contemplated

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2016 B/E AEROSPACE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2016 B/E AEROSPACE, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2016 B/E AEROSPACE, INC.

B 425 (Prospectus)

Filed by B/E Aerospace, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 25, 2016 Dear Valued Partner, On Sunday, October 23, 2016 B/E Aerospace agreed to be acquired by Rockwell Collins with an expected closing to occur during the fi

B 425 (Prospectus)

Filed by B/E Aerospace, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 24, 2016 Explanatory Note: The following is a transcript of an investor call / webcast held by Rockwell Collins and B/E Aerospace regarding, among other things,

B 425 (Prospectus)

Filed by B/E Aerospace, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 24, 2016 Leadership Guide: Frequently Asked Questions 1. Why are we merging our companies? What are the benefits of the merger? a. Strengthen both B/E Aerospace’

B 425 (Prospectus)

Filed by B/E Aerospace, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 24, 2016 LEADER COMMUNICATION PACKAGE This document is designed to help you share with your employees information regarding the press release that was issued ann

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 24, 2016 Explanatory Note: The following is a transcript of a call by Rockwell Collins to its investors regarding Rockwell Colli

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Safe Harbor Statement This press release contains statements, including statements regarding certain projections, busin

B 425 (Prospectus)

425 1 a16-2032216425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Safe Harbor Statement This press release contains statements, including statements regardi

B 425 (Prospectus)

425 1 a16-2032215425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Safe Harbor Statement This website contains statements, including statements regarding cer

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Safe Harbor Statement This website contains statements, including statements regarding certain projections, business tr

B 425 (Prospectus)

425 1 a16-2032213425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Safe Harbor Statement This press release contains statements, including statements regardi

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Rockwell Collins lful1dirtg ttvst evfffi'Uy Investor Presentallon Home> Pless Release fad Sheet Welcome Investor Call L

B 425 (Prospectus)

425 1 a16-203225425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Vantage Points Talking Points for Managers Rockwell Collins managers, What an exciting day!

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Leaders, I am excited to let you know that we have just announced that we have reached agreement to acquire B/E Aerospa

B 425 (Prospectus)

425 1 a16-203227425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 October 23, 2016 Dear Valued Supplier/ Dear [Name]: It’s a monumental day for Rockwell Coll

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Dear Valued Customer/ Dear [Name]: It?s a monumental day for Rockwell Collins and the customers we serve around the wor

B 425 (Prospectus)

425 1 a16-203223425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Team, I am pleased to let you know that we have just announced that we have reached agreeme

B 425 (Prospectus)

425 1 a16-203229425.htm 425 Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 Rockwell Collins Acquisition of B/E Aerospace and Fiscal Year 2016 Results October 23, 2016

B 425 (Prospectus)

Filed by Rockwell Collins, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: Rockwell Collins, Inc. Subject Company: B/E Aerospace, Inc. SEC File No.: 0-18348 Date: October 23, 2016 News Release Rockwell Collins reports fourth quarter fiscal year 2016 results and provides fiscal year 2017 financial g

1400 Corporate Center Way, Wellington, FL 33414 USA · Office +1.561.791.5000 Fax +1.561.791.7900 · beaerospace.com

Exhibit 99.5 Dear Valued Supplier Partner, On Sunday, October 23, 2016 B/E Aerospace agreed to be acquired by Rockwell Collins with an expected closing to occur during the first quarter of 2017. By joining forces with Rockwell Collins we are combining two clear market leaders with complementary capabilities in aircraft avionics, cabin management, connectivity and interiors. We share a culture and

Rockwell Collins Acquisition of B/E Aerospace and Fiscal Year 2016 Results October 23, 2016 © 2016 Rockwell Collins. All rights reserved.

Exhibit 99.2 Rockwell Collins Acquisition of B/E Aerospace and Fiscal Year 2016 Results October 23, 2016 ? 2016 Rockwell Collins. All rights reserved. Safe Harbor Statement This presentation contains statements, including statements regarding certain projections, business trends, and the proposed acquisition of B/E Aerospace that are forward-looking statements as defined in the Private Securities

1400 Corporate Center Way, Wellington, FL 33414 USA · Office +1.561.791.5000 Fax +1.561.791.7900 · beaerospace.com

EX-99.4 6 a16-203271ex99d4.htm EX-99.4 Exhibit 99.4 Dear Valued Customers, I am pleased to announce that on Sunday, October 23, 2016 B/E Aerospace agreed to be acquired by Rockwell Collins with an expected closing taking place during the first quarter of 2017. By joining forces with Rockwell Collins we are combining two companies with complementary capabilities in aircraft avionics, cabin manageme

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 21, 2016 B/E AEROSPACE, INC.

AMENDED AND RESTATED B/E AEROSPACE, INC. (amended as of October 21, 2016)

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF B/E AEROSPACE, INC. (amended as of October 21, 2016) Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-l

($ in billions) 12 months ended 9/30/2016

EX-99.1 3 a16-203271ex99d1.htm EX-99.1 Exhibit 99.1 Rockwell Collins to acquire B/E Aerospace for $8.3 billion in total consideration · Transformative transaction accelerates growth and strengthens Rockwell Collins’ position as a leading supplier of cockpit and cabin solutions · Expected to generate run-rate pre-tax cost synergies of approximately $160 million · Double-digit accretive to earnings

October 23, 2016

Exhibit 99.3 October 23, 2016 Dear B/E Aerospace Associates, This morning, Rockwell Collins and B/E Aerospace jointly announced that we are planning to merge our two companies into a single entity, with a transaction closing expected during spring of 2017. Rockwell Collins is the perfect fit for our employees and our customers. By joining forces with Rockwell Collins we are combining two companies

B 8-K (Prospectus)

425 1 a16-2032718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 21, 2016 B/E AEROSPACE, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18348 06-1209796 (State or Other Jurisdiction of Incorporat

1400 Corporate Center Way, Wellington, FL 33414 USA · Office +1.561.791.5000 Fax +1.561.791.7900 · beaerospace.com

EX-99.4 6 a16-203271ex99d4.htm EX-99.4 Exhibit 99.4 Dear Valued Customers, I am pleased to announce that on Sunday, October 23, 2016 B/E Aerospace agreed to be acquired by Rockwell Collins with an expected closing taking place during the first quarter of 2017. By joining forces with Rockwell Collins we are combining two companies with complementary capabilities in aircraft avionics, cabin manageme

($ in billions) 12 months ended 9/30/2016

Exhibit 99.1 Rockwell Collins to acquire B/E Aerospace for $8.3 billion in total consideration ? Transformative transaction accelerates growth and strengthens Rockwell Collins? position as a leading supplier of cockpit and cabin solutions ? Expected to generate run-rate pre-tax cost synergies of approximately $160 million ? Double-digit accretive to earnings per share in first full fiscal year wit

1400 Corporate Center Way, Wellington, FL 33414 USA · Office +1.561.791.5000 Fax +1.561.791.7900 · beaerospace.com

Exhibit 99.5 Dear Valued Supplier Partner, On Sunday, October 23, 2016 B/E Aerospace agreed to be acquired by Rockwell Collins with an expected closing to occur during the first quarter of 2017. By joining forces with Rockwell Collins we are combining two clear market leaders with complementary capabilities in aircraft avionics, cabin management, connectivity and interiors. We share a culture and

Rockwell Collins Acquisition of B/E Aerospace and Fiscal Year 2016 Results October 23, 2016 © 2016 Rockwell Collins. All rights reserved.

EX-99.2 4 a16-203271ex99d2.htm EX-99.2 Exhibit 99.2 Rockwell Collins Acquisition of B/E Aerospace and Fiscal Year 2016 Results October 23, 2016 © 2016 Rockwell Collins. All rights reserved. Safe Harbor Statement This presentation contains statements, including statements regarding certain projections, business trends, and the proposed acquisition of B/E Aerospace that are forward-looking statement

October 23, 2016

Exhibit 99.3 October 23, 2016 Dear B/E Aerospace Associates, This morning, Rockwell Collins and B/E Aerospace jointly announced that we are planning to merge our two companies into a single entity, with a transaction closing expected during spring of 2017. Rockwell Collins is the perfect fit for our employees and our customers. By joining forces with Rockwell Collins we are combining two companies

AMENDED AND RESTATED B/E AEROSPACE, INC. (amended as of October 21, 2016)

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF B/E AEROSPACE, INC. (amended as of October 21, 2016) Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-l

B 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2016 Rockwell Collins, Inc. (Exact name of Registrant as specified in its charter) Delaware 52-2314475 (State or other jurisdiction (I.R.S. Employer of incorporation) Iden

($ in billions)

EX-99.1 2 a16-203222ex99d1.htm EX-99.1 Exhibit 99.1 Rockwell Collins to acquire B/E Aerospace for $8.3 billion in total consideration · Transformative transaction accelerates growth and strengthens Rockwell Collins’ position as a leading supplier of cockpit and cabin solutions · Expected to generate run-rate pre-tax cost synergies of approximately $160 million · Double-digit accretive to earnings

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ss152768k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2016 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File

B/E AEROSPACE THIRD QUARTER RESULTS EXCEED EXPECTATIONS; ORGANIC REVENUE GROWTH OF 8%; STRONG THIRD QUARTER BOOKINGS AND PROGRAM AWARDS; RAISES 2016 FINANCIAL GUIDANCE;

EX-99.1 2 ss15276ex9901.htm PRESS RELEASE Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE THIRD QUARTER RESULTS EXCEED EXPECTATIONS; ORGANIC REVENUE GROWTH OF 8%; STRONG THIRD QUARTER BOOKINGS AND PROGRAM AWARDS; RAISES 2016 FINANCIAL GUIDANCE; WELLINGTON, FL, October 23, 2016 – B/E Aerospace, Inc. (the “C

B 10-Q (Quarterly Report)

10-Q 1 beav-20160630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended June 30, 2016 Commission File No. 0-18348 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1209796 (State or

[SIGNATURE PAGE FOLLOWS]

EXHIBIT 10.1 This AMENDMENT NO. 2, dated as of May 27, 2016 (this Amendment), is made by and among B/E AEROSPACE, INC., a Delaware corporation (the Company), each of the Lenders (as defined below) that is a signatory hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative Agent). The Company, the lenders from time to time party thereto (the Lenders), and the Administrati

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2016 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction

B/E AEROSPACE REPORTS SECOND QUARTER RESULTS; REVENUES UP 7%, EPS UP 12%; RAISES BOTH 2016 FINANCIAL GUIDANCE AND 2017 OUTLOOK

Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS SECOND QUARTER RESULTS; REVENUES UP 7%, EPS UP 12%; RAISES BOTH 2016 FINANCIAL GUIDANCE AND 2017 OUTLOOK WELLINGTON, FL, July 26, 2016 ? B/E Aerospace, Inc. (the ?Company?) (NASDAQ: BEAV), the world?s leading manufacturer of aircraft cabin interior pr

B DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 ss2578defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, fo

B B/E AEROSPACE, INC. 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File number: A. Full title of the

B/E Aerospace SPECIALIZED DISCLOSURE REPORT

SD 1 ss1478750sd.htm SPECIALIZED DISCLOSURE REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 1400 Corporate Center Way, Well

B/E Aerospace B/E AEROSPACE INC - DEF 14A

DEF 14A 1 lbeav2016def14a.htm B/E AEROSPACE INC - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMI

B/E Aerospace 10-Q (Quarterly Report)

beavCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

B/E Aerospace, Inc. Computation of Ratio of Earnings to Fixed Charges (dollars in millions, except ratios)

Exhibit 12.1 B/E Aerospace, Inc. Computation of Ratio of Earnings to Fixed Charges (unaudited) (dollars in millions, except ratios) Three Months Ended March 31, Year Ended December 31, 2016 2015 2015 2014 2013 2012 2011 Earnings: Earnings from continuing operations before income taxes $ 106.3 $ 101.4 $ 356.6 $ 9.8 $ 239.5 $ 86.7 $ 106.1 Fixed charges, excluding capitalized interest 23.5 24.7 96.6

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT T

Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S

B/E AEROSPACE, INC., Wilmington Trust, National Association, Dated as of [ ] Debt Securities

Exhibit 4.1 B/E AEROSPACE, INC., Issuer, to Wilmington Trust, National Association, Trustee Indenture Dated as of [ ] Debt Securities Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [ ] Trust Indenture Act Section Indenture Section ? 310(a)(1) 608 (a)(2) 608 (b) 604, 607, 609(d)(1) ? 311(a) 101(2), 604, 613 (b) 101(2), 604, 613 ? 312(c) 701 ? 313 702 ? 314(a)

B S-3ASR

S-3ASR 1 a2228416zs-3asr.htm S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 B/E AEROSPACE, INC. (Exact name of registrant as sp

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ss14580338k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2016 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File

B/E AEROSPACE FIRST QUARTER RESULTS EXCEED EXPECTATIONS; REVENUES UP 4%, NET EARNINGS UP 6%, EPS UP 10%; RAISES 2016 FINANCIAL GUIDANCE

EX-99.1 2 ss1458033ex9901.htm PRESS RELEASE Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE FIRST QUARTER RESULTS EXCEED EXPECTATIONS; REVENUES UP 4%, NET EARNINGS UP 6%, EPS UP 10%; RAISES 2016 FINANCIAL GUIDANCE WELLINGTON, FL, April 26, 2016 – B/E Aerospace, Inc. (the “Company”) (NASDAQ: BEAV), the worl

B/E Aerospace 10-K (Annual Report)

beavCurrent folio10K Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.

B/E Aerospace, Inc. 1400 Corporate Center Way Wellington, Florida 33414

Exhibit 10.47 B/E Aerospace, Inc. 1400 Corporate Center Way Wellington, Florida 33414 November 16, 2015 Mr. Amin J. Khoury Executive Chairman of the Board B/E Aerospace, Inc. 1400 Corporate Center Way Wellington, Florida 33414 Re: Post-Termination Personal Assistant. Dear Amin: Reference is hereby made to your Amended and Restated Employment Agreement with B/E Aerospace, Inc. (the “Company”) dated

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.30 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, In

B/E Aerospace, Inc.

Exhibit 21.1 NAME JURISDICTION B/E Aerospace, Inc. Delaware Altis Aero Systems LLC Delaware B/E Aerospace Machined Products, Inc. Delaware B/E Aerospace Thermal and Power Management Finance LLC Delaware BE Aerospace Australia, Inc. Delaware BE Intellectual Property, Inc. Delaware BEA Europe Holding LLC Delaware Flight Structures, Inc. Washington Macrolink, Inc. Delaware Nordskog Industries, Inc. C

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR THE EXECUTIVE CHAIRMAN OF THE COMPANY

Exhibit 10.33 B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR THE EXECUTIVE CHAIRMAN OF THE COMPANY THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (the “Participant”). Capitalized terms not otherwise de

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.31 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aer

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE FUND, J. KHOURY, DAVID J. RICHARD G. JONATHAN M. ROBERT J. N.A., AEROSPACE, INC., Defendant. IRONWORKEERS LOCAL NO. 25 PENSION FUND, Plaintiff, v. AMIN J. KHOURY, DAVID J. ANDERSON, RICHARD G. HAMERMESH, JONATHAN M. SCHOFIELD, MICHAEL F. SENFT, JOHN T. WHATES, ROBERT J. KHOURY and JPMORGAN CHASE BANK, N.A., Defendants. B/E AERO

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR CORPORATE NAMED EXECUTIVE OFFICERS

EX-10.34 7 beav-20151231ex1034e363b.htm EX-10.34 Exhibit 10.34 B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR CORPORATE NAMED EXECUTIVE OFFICERS THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Cap

CONSULTING AGREEMENT

Exhibit 10.46 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) between B/E Aerospace, Inc., through its Business Jet Segment, its parent, subsidiaries, and affiliates (“BEA”) and Wayne Exton (“Consultant”) is entered into and effective as of August 10, 2015, and sets forth the terms and conditions on which Consultant has agreed to provide certain services to BEA. In return for Con

Fourth Amendment to Amended and Restated Employment Agreement

Exhibit 10.48 Fourth Amendment to Amended and Restated Employment Agreement This Fourth Amendment to Amended and Restated Employment Agreement (this “Fourth Amendment”), dated as of February 17, 2016, is made by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Ryan M. Patch (“Executive”), and amends that certain Amended and Restated Employment Agreement dated July 29, 2

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.29 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, In

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

EX-10.32 5 beav-20151231ex1032da867.htm EX-10.32 Exhibit 10.32 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined her

B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SEGMENT NAMED EXECUTIVE OFFICERS

Exhibit 10.35 B/E AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SEGMENT NAMED EXECUTIVE OFFICERS THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall h

BEAV / B/E Aerospace, Inc. / Corvex Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* B/E AEROSPACE INC. (Name of Issuer) Common Stock par value $0.01 per share (Title of Class of Securities) 073302101 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

B AMENDMENT NO. 3 TO SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

Amendment No. 3 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 3)* B/E AEROSPACE, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 073302101 (CUSIP Number) Decem

BEAV / B/E Aerospace, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 beaerospaceinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: B/E Aerospace Inc Title of Class of Securities: Common Stock CUSIP Number: 073302101 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to wh

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2016 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdict

BEAV / B/E Aerospace, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 beae15a1.htm CUSIP NO. 073302101 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* B/E AEROSPACE, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 073302101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement

B/E AEROSPACE REPORTS FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS; FOURTH QUARTER REVENUES UP 3% (4% CONSTANT CURRENCY), EPS UP 33%; RAISES 2016 GUIDANCE AND REAFFIRMS 2017 OUTLOOK

EX-99.1 2 ss86569ex9901.htm PRESS RELEASE Exhibit 99.1 #16-03 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS FOURTH QUARTER AND FULL YEAR 2015 FINANCIAL RESULTS; FOURTH QUARTER REVENUES UP 3% (4% CONSTANT CURRENCY), EPS UP 33%; RAISES 2016 GUIDANCE AND REAFFIRMS 2017 OUTLOOK WELLINGTON, FL, February 2, 2016 –

EMPLOYMENT AGREEMENT

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 G

First Amendment to Employment Agreement

Exhibit 10.2 First Amendment to Employment Agreement 1.This First Amendment to Employment Agreement (the “First Amendment”) is deemed 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 t

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/

Table of Contents 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. Employ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2015 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdict

B/E AEROSPACE REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS; REVENUES UP 4%; EPS UP 14%, EXCLUDING PREVIOUSLY ANNOUNCED COST REDUCTION CHARGE; REAFFIRMS 2015 GUIDANCE AND PROVIDES 2016 – 2017 OUTLOOK

News Release #15-18 CONTACT: Greg Powell Vice President Investor Relations B/E Aerospace (561) 791-5000 B/E AEROSPACE REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS; REVENUES UP 4%; EPS UP 14%, EXCLUDING PREVIOUSLY ANNOUNCED COST REDUCTION CHARGE; REAFFIRMS 2015 GUIDANCE AND PROVIDES 2016 ? 2017 OUTLOOK WELLINGTON, FL, October 27, 2015 ? B/E Aerospace, Inc.

B REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 30, 2015 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 ss4451858k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2015 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File

B/E AEROSPACE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS STOCK DEFERRED COMPENSATION PLAN TABLE OF CONTENTS

Exhibit 10.1 B/E AEROSPACE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page SECTION 1. PURPOSES AND AUTHORIZED SHARES 1 SECTION 2. DEFINITIONS 1 SECTION 3. PARTICIPATION 3 SECTION 4. SHARE OR DEFERRAL ELECTIONS 3 4.1 Time and Types of Elections 3 4.2 Permitted Amounts; Elections 3 SECTION 5. DEFERRAL ACCOUNTS 4 5.1 Cash Account 4 5.2 Sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended June 30, 2015 Commission File No. 0-18348 B/E AER

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended June 30, 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 Id

B/E AEROSPACE BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND AND INITIATES SHARE REPURCHASES

EX-99.1 2 ss443984ex9901.htm PRESS RELEASE News Release #15-xx CONTACT: Greg Powell Vice President Investor Relations B/E Aerospace (561) 791-5000 B/E AEROSPACE BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND AND INITIATES SHARE REPURCHASES WELLINGTON, FL, July 31, 2015 - B/E Aerospace, Inc. (the “Company”) (NASDAQ: BEAV), the world’s leading manufacturer of aircraft cabin interior products, today

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction

B/E AEROSPACE REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS; EPS OF $0.75, UP 15%

Exhibit 99.1 #15-12 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS; EPS OF $0.75, UP 15% WELLINGTON, FL, July 22, 2015 ? B/E Aerospace, Inc. (the ?Company?) (NASDAQ: BEAV), the world?s leading manufacturer of aircraft cabin interior products, today announced its second qua

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ss4421048k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2015 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File N

B DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 ss441037defa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential,

B POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

S-8 POS 1 ss436634s8pos.htm POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on June 25, 2015 Registration No. 033-38223 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 B/E AEROSPACE, INC. (Exact name of Registrant as specified in

B POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on June 25, 2015 Registration No.

B B/E AEROSPACE, INC. 11-K

a51130799.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File number: A. Full

B POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on June 25, 2015 Registration No.

B POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on June 25, 2015 Registration No.

B SPECIALIZED DISCLOSURE REPORT

SD 1 ss432707sd.htm SPECIALIZED DISCLOSURE REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 1400 Corporate Center Way, Welli

B DEF 14A

DEF 14A 1 beav-20150730xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended March 31, 2015 Commission File No. 0-18348 B/E AE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended March 31, 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 I

B CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2015 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdictio

B/E AEROSPACE REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS; EPS OF $0.74, UP 21%, EXCEEDS EXPECTATIONS; RAISES EPS GUIDANCE

EX-99.1 2 ss426666ex9901.htm PRESS RELEASE Exhibit 99.1 #15-06 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS; EPS OF $0.74, UP 21%, EXCEEDS EXPECTATIONS; RAISES EPS GUIDANCE WELLINGTON, FL, April 23, 2015 – B/E Aerospace, Inc. (the “Company”) (NASDAQ: BEAV), the world’s le

Consulting Agreement

Exhibit 10.18 December 31, 2014 Mr. Robert J. Khoury c/o B/E Aerospace, Inc. 1400 Corporate Way Wellington, FL 33414 Consulting Agreement Dear Mr. Khoury: This letter agreement (the "Agreement") confirms the agreement between B/E Aerospace, Inc. (the "Company") and you to engage in a consulting arrangement and sets forth the agreement between the Company and you regarding the terms of such consult

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.28 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the ?Award Agreement?) is made effective as of (the ?Date of Grant?) between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, In

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.15 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (this "Agreement") is made as of this 1st day of July, 2014, by and between BE Aerospace, Inc., a Delaware corporation (the "Company") and Stephen R. Swisher (the "Employee"). RECITALS WHEREAS, the Company wishes to continue to employ the Employee and the Employee wishes to accept s

B/E Aerospace, Inc.

Exhibit 21.1 NAME JURISDICTION B/E Aerospace, Inc. Delaware Altis Aero Systems LLC Delaware B/E Aerospace Machined Products, Inc. Delaware B/E Aerospace Thermal and Power Management Finance LLC Delaware BE Aerospace Australia, Inc. Delaware BE Intellectual Property, Inc. Delaware BEA Europe Holding LLC Delaware Fischer Seats USA, Inc. Colorado Flight Structures, Inc. Washington Interiors Lavatorie

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.27 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the BE Aerospace, In

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.29 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the B

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.4 AMENDMENT NO. 1 dated as of January 30, 2015 (this Amendment) between B/E Aerospace, Inc., a Delaware corporation (the Company), and JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative Agent). The Company, certain lenders (the Lenders) and the Administrative Agent are party to that certain Credit Agreement dated as of December 16, 2014 (as amended, supplemented and

B/E AEROSPACE, INC. RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT

Exhibit 10.41 B/E AEROSPACE, INC. RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT THIS RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 1, 2014 (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Joseph T. Lower (the “Grantee”). WHEREAS, in order to induce the Grantee to join the Company and to align the Gra

BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.30 BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the B

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 [ ]TRANSITION REPORT PURSUANT TO S

10-K 1 beav-20141231x10k.htm 10-K Table of Contents United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-18348 B/E AEROSPAC

Amendment No. 1 to the Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc.

Exhibit 10.40 Amendment No. 1 to the Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc. Pursuant to Article VIII of the of the Amended and Restated Medical Care Reimbursement Plan for Executives of B/E Aerospace, Inc. (the “Plan”), the Benefits Committee amends the Plan as follows effective January 1, 2014: 1.The following sentence is added at the end of Sec

B/E AEROSPACE, INC. Amended and Restated 1994 Employee Stock Purchase Plan

Exhibit 10.24 B/E AEROSPACE, INC. Amended and Restated 1994 Employee Stock Purchase Plan SECTION 1. PURPOSE OF PLAN This document amends and restates the B/E Aerospace, Inc. 1994 Employee Stock Purchase Plan (the "Plan") as of November 25, 2014. The Plan is intended to provide a method by which eligible employees of B/E Aerospace, Inc. ("B/E Aerospace") and of such of B/E Aerospace's parents and s

BEAV / B/E Aerospace, Inc. / Oz Management LP - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 d874606dsc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 2)* B/E AEROSPACE, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities)

BEAV / B/E Aerospace, Inc. / Corvex Management LP Passive Investment

SC 13G 1 formsc13g-beaerospace.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* B/E AEROSPACE INC. (Name of Issuer) Common Stock par value $0.01 per share (Title of Class of Securities) 073302101 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appro

BEAV / B/E Aerospace, Inc. / VANGUARD GROUP INC Passive Investment

beaerospaceinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: B/E Aerospace Inc Title of Class of Securities: Common Stock CUSIP Number: 073302101 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to

BEAV / B/E Aerospace, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G 1 beae14in.htm CUSIP NO. 073302101 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* B/E AEROSPACE, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 073302101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) C

B/E AEROSPACE REPORTS FULL YEAR AND FOURTH QUARTER 2014 FINANCIAL RESULTS

EX-99.1 2 ss414433ex9901.htm PRESS RELEASE Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS FULL YEAR AND FOURTH QUARTER 2014 FINANCIAL RESULTS WELLINGTON, FL, January 29, 2015 – B/E Aerospace, Inc. (“the Company”) (NASDAQ: BEAV), the world’s leading manufacturer of aircraft cabin interior products,

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ss4144338k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2015 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission Fil

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdic

B/E Aerospace, Inc. Unaudited Pro Forma Consolidated Financial Information

EX-99.2 2 a14-264102ex99d2.htm EX-99.2 Exhibit 99.2 B/E Aerospace, Inc. Unaudited Pro Forma Consolidated Financial Information On December 16, 2014, B/E Aerospace, Inc. (“B/E”) completed the previously announced distribution of 100% of the outstanding common stock of KLX Inc. (“KLX”) to B/E’s shareholders (the “Distribution”). The following unaudited pro forma consolidated statements of earnings o

AMENDED AND RESTATED B/E AEROSPACE, INC. (amended as of December 16, 2014)

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF B/E AEROSPACE, INC. (amended as of December 16, 2014) Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdic

Dated as of December 16, 2014 B/E AEROSPACE, INC. CERTAIN LENDERS JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC. and GOLDMAN SACHS BANK USA, as Syndication Agents CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, TD BANK, N.A

EX-10.2 3 a14-264101ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION Dated as of December 16, 2014 B/E AEROSPACE, INC. CERTAIN LENDERS JPMORGAN CHASE BANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC. and GOLDMAN SACHS BANK USA, as Syndication Agents and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, TD BANK, N.A., ROYAL BANK OF CANADA DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, BA

SIXTH SUPPLEMENTAL INDENTURE

EX-10.4 5 a14-264101ex10d4.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION SIXTH SUPPLEMENTAL INDENTURE SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2014 between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H : WHEREAS, the Company a

B/E Aerospace, Inc. Completes Spin-off of KLX Inc.

EX-99.2 6 a14-264101ex99d2.htm EX-99.2 Exhibit 99.2 B/E Aerospace, Inc. Completes Spin-off of KLX Inc. WELLINGTON, Fla.—(BUSINESS WIRE)—Dec. 17, 2014— B/E Aerospace, Inc. (“B/E Aerospace”) (NASDAQ: BEAV), the world’s leading manufacturer of aircraft cabin interior products, today announced that it has completed the previously announced spin-off of KLX Inc. (“KLX”) (NASDAQ: KLXI) from B/E Aerospace

FIFTH SUPPLEMENTAL INDENTURE

EX-10.3 4 a14-264101ex10d3.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2014 between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H : WHEREAS, the Company a

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a14-2610418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdic

B/E AEROSPACE BOARD OF DIRECTORS APPROVES SEPARATION OF KLX AND SETS RECORD DATE AND DISTRIBUTION DATE

News Release CONTACT: #14-30 Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext.

B/E AEROSPACE ANNOUNCES APPOINTMENT OF JAMES F. ALBAUGH TO ITS BOARD OF DIRECTORS

EX-99.1 2 ss406451ex9901.htm PRESS RELEASE News Release #14-27 CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES APPOINTMENT OF JAMES F. ALBAUGH TO ITS BOARD OF DIRECTORS WELLINGTON, FL, November 13, 2014 – B/E Aerospace (Nasdaq: BEAV), the world’s leading manufacturer of aircraft cabin interior products and the world’s leading p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 ss4064518k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission Fi

B/E AEROSPACE, INC. RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT

EX-99.2 5 ss405324ex9902.htm RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT Exhibit 99.2 B/E AEROSPACE, INC. RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT THIS RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT (the “Award Agreement”) is made effective as of November 1, 2014 (the “Date of Grant”) between B/E Aerospace, Inc., a Delaware corporation (the “Company”), and Joseph T. Lower (the “Grantee”). WHEREAS,

BEAV / B/E Aerospace, Inc. S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on November 3, 2014 Registration No.

B/E AEROSPACE ANNOUNCES INDUCEMENT GRANT TO NEW CFO UNDER NASDAQ LISTING RULE 5635(C)(4)

Exhibit 99.1 News Release #14-xx CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES INDUCEMENT GRANT TO NEW CFO UNDER NASDAQ LISTING RULE 5635(C)(4) WELLINGTON, FL, November 1, 2014 – B/E Aerospace, Inc. (NASDAQ: BEAV), the world’s leading manufacturer of aircraft cabin interior products and the world’s leading provider of aerospa

Third Amendment to Amended and Restated Employment Agreement

Exhibit 10.3 Third Amendment to Amended and Restated Employment Agreement 1.This third amendment (the “Third Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Ryan M. Patch (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”). 2. The Agreement is amended as follows: In the first sentence of Section 3 of the Agreement, t

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Agreement (this ?Agreement?) dated as of September 15, 2014, is between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Amin J. Khoury (?Executive?). This Agreement shall become effective as of the Effective Date (as defined below) and if the Effective Date does not occur, this Agreement shall be null

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, 2014 Commission File No. 0-18348 B/

Table of Contents 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, 2014 Commission File No. 0-18348 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1209796 (State of Incorporation) (I.R.S. Employ

SEPARATION AGREEMENT AND MUTUAL RELEASE

Exhibit 10.2 SEPARATION AGREEMENT AND MUTUAL RELEASE This Separation Agreement and Mutual Release (the ?Agreement?), is made as of September 15, 2014, by and between B/E Aerospace, Inc., a Delaware corporation (the ?Company?), and Thomas P. McCaffrey (?Employee?), for the purpose of memorializing the terms and conditions of the Employee?s departure from the Company?s employment. Any capitalized te

B/E AEROSPACE REPORTS THIRD QUARTER 2014 FINANCIAL RESULTS; REVENUES $1.1 BILLION UP 24%; EPS $1.45 EXCLUDING ITEMS ($1.16 ON A COMPARABLE TAX RATE BASIS); ANNOUNCES EXPECTED 2014 REFINANCING, BUSINESS SEPARATION, AND BUSINESS REPOSITIONING CHARGES O

Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE REPORTS THIRD QUARTER 2014 FINANCIAL RESULTS; REVENUES $1.1 BILLION UP 24%; EPS $1.45 EXCLUDING ITEMS ($1.16 ON A COMPARABLE TAX RATE BASIS); ANNOUNCES EXPECTED 2014 REFINANCING, BUSINESS SEPARATION, AND BUSINESS REPOSITIONING CHARGES OF APPROXIMATELY $366 MI

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ss4045958k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission Fil

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of October 1, 2014, by and between B/E Aerospace, Inc.

B/E AEROSPACE ANNOUNCES APPOINTMENTS OF JOSEPH T. LOWER AS CFO OF B/E AEROSPACE, INC. AND MICHAEL F. SENFT AS CFO OF KLX INC.

News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ss4034928k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 ss4023398k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 ss4023768ka.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission F

B/E AEROSPACE ANNOUNCES APPOINTMENT OF MARY M. VANDEWEGHE TO ITS BOARD OF DIRECTORS

News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext.

B/E AEROSPACE ANNOUNCES FILING OF REGISTRATION STATEMENT FOR SPIN-OFF OF ITS CONSUMABLES MANAGEMENT BUSINESS SEGMENT

EX-99.1 4 ss401457ex9901.htm PRESS RELEASE #14-21 News Release CONTACT: Greg Powell Vice President Investor Relations B/E Aerospace, Inc. (561) 791-5000 B/E AEROSPACE ANNOUNCES FILING OF REGISTRATION STATEMENT FOR SPIN-OFF OF ITS CONSUMABLES MANAGEMENT BUSINESS SEGMENT WELLINGTON, FL, August 29, 2014 - B/E Aerospace, Inc. (“B/E” or the “Company”) (NASDAQ:BEAV) announced today a further step in its

August 29, 2014

EX-10.1 2 ss401457ex1001.htm LETTER AGREEMENT OF AMIN J. KHOURY August 29, 2014 B/E Aerospace, Inc. 1400 Corporate Center Drive Wellington, FL 33414 Dear Sirs: Reference is made to the Amended and Restated Employment Agreement between me and B/E Aerospace, Inc., a Delaware corporation (the “Company”), dated July 29, 2013 (the “Agreement”). Capitalized terms not otherwise defined herein shall have

August 29, 2014

August 29, 2014 B/E Aerospace, Inc. 1400 Corporate Center Drive Wellington, FL 33414 Dear Sirs: Reference is made to the Amended and Restated Employment Agreement between me and B/E Aerospace, Inc., a Delaware corporation (the “Company”), dated July 29, 2013 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. In consideration of the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ss4014578k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File

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

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF BE AEROSPACE, INC. BE Aerospace, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors held on April 23, 1993, the Board of Directors of the Corporation unan

Second Amendment to Amended and Restated Employment Agreement

Exhibit 10.5 Second Amendment to Amended and Restated Employment Agreement 1. This second amendment (the “Second Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Ryan M. Patch (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”). 2. The Agreement is amended as follows: In the second sentence of Section 5(a) of the Agre

BEAV / B/E Aerospace, Inc. DEF 14A - - DEFINITIVE PROXY STATEMENT

DEF 14A 1 ss222221def14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as

First Amendment to Amended and Restated Employment Agreement

Exhibit 10.4 First Amendment to Amended and Restated Employment Agreement 1. This first amendment (the ?First Amendment?) is made by B/E Aerospace, Inc. (the ?Company?) and Thomas P. McCaffrey (?Executive?), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the ?Agreement?). 2. The Agreement is amended as follows: In the first sentence of Section 5(a) of the Ag

First Amendment to Amended and Restated Employment Agreement

Exhibit 10.2 First Amendment to Amended and Restated Employment Agreement 1. This first amendment (the “First Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Amin J. Khoury (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”). 2. The Agreement is amended as follows: In the first sentence of Section 7.1.1 of the Agreem

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of June 26, 2014 (this “First Amendment”) among B/E AEROSPACE, INC., a Delaware corporation (the “Company”), JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Adm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended June 30, 2014 Commission File No. 0-18348 B/E AER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarterly Period Ended June 30, 2014 Commission File No. 0-18348 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1209796 (State of Incorporation) (I.R.S. Employer Identification No.)

Second Amendment to Amended and Restated Employment Agreement

Exhibit 10.3 Second Amendment to Amended and Restated Employment Agreement 1. This second amendment (the “Second Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Werner Lieberherr (“Executive”), parties to that certain Amended and Restated Employment Agreement dated January 1, 2014 (the “Agreement”). 2. The Agreement is amended as follows: In the second sentence of Section 5(a) of th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction

B/E AEROSPACE RECORD SECOND QUARTER 2014 FINANCIAL RESULTS EXCEED EXPECTATIONS; SECOND QUARTER REVENUES OF $1.1 BILLION UP 28%; EPS OF $1.13, EXCLUDING ITEMS, UP 27%

Exhibit 99.1 #14-18 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE RECORD SECOND QUARTER 2014 FINANCIAL RESULTS EXCEED EXPECTATIONS; SECOND QUARTER REVENUES OF $1.1 BILLION UP 28%; EPS OF $1.13, EXCLUDING ITEMS, UP 27% WELLINGTON, FL, July 23, 2014 – B/E Aerospace, Inc. (NASDAQ: BEAV), the world’s leading manufacturer

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) Delaware 0-18348 06-1209796 (State of incorporation or organization) (Commission File Number) (I.R.S. Employe

BEAV / B/E Aerospace, Inc. DEFA14A - - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in its charter) Delaware 0-18348 06-1209796 (State of incorporation or organization) (Commission File Number) (I.R.S. Employe

BEAV / B/E Aerospace, Inc. / Oz Management LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

Amendment No. 1 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* B/E Aerospace, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 073302101 (CUSIP Number) June

- B/E AEROSPACE, INC. 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File number: A. Full title of the

B/E AEROSPACE ANNOUNCES APPOINTMENT OF DAVID J. ANDERSON TO ITS BOARD OF DIRECTORS

Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES APPOINTMENT OF DAVID J. ANDERSON TO ITS BOARD OF DIRECTORS WELLINGTON, FL, June 10, 2014 – B/E Aerospace (Nasdaq: BEAV) the world’s leading manufacturer of aircraft cabin interior products and the world’s leading provider of aerospace fasteners, consumabl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 ss2162488k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2014 B/E AEROSPACE, INC. (Exact name of registrant as specified in charter) Delaware 0-18348 06-1209796 (State or other (Commission File N

B/E AEROSPACE ANNOUNCES APPOINTMENT OF DAVID J. ANDERSON TO ITS BOARD OF DIRECTORS

EX-99.1 2 ss216248ex9901.htm PRESS RELEASE Exhibit 99.1 News Release CONTACT: Greg Powell Vice President, Investor Relations B/E Aerospace (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES APPOINTMENT OF DAVID J. ANDERSON TO ITS BOARD OF DIRECTORS WELLINGTON, FL, June 10, 2014 – B/E Aerospace (Nasdaq: BEAV) the world’s leading manufacturer of aircraft cabin interior products and the world’s leading