UNITED STATES
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
FOR THE YEAR ENDED DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-18348
BE AEROSPACE, INC. SAVINGS PLAN
(Full Title of Plan)
BE AEROSPACE, INC.
(Name of issuer of the securities held pursuant to the plan)
1400 Corporate Center Way, Wellington, Florida 33414-2105
(Address of principal executive office)
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of net assets available for benefits
as of December 31, 1999 and 1998 3
Statements of changes in net assets available for benefits
for the years ended December 31, 1999 and 1998 4
Notes to financial statements for the years ended
December 31, 1999 and 1998 5
SUPPLEMENTAL SCHEDULES PROVIDED PURSUANT TO THE DEPARTMENT
OF LABOR'S RULES AND REGULATIONS:
Line 27a - Schedule of assets held for investment purposes
as of December 31, 1999 14
Line 27d - Schedule of reportable series of transactions
for the year ended December 31, 1999 15
(All other schedules required by the Department of Labor are omitted because of
the absence of the conditions under which they are required.)
SIGNATURE 22
EXHIBIT
23 Independent Auditors' Consent 23
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Benefits Administrative Committee
BE Aerospace, Inc. Savings Plan
Wellington, Florida
We have audited the accompanying statements of net assets available for benefits
of BE Aerospace, Inc. Savings Plan as of December 31, 1999 and 1998, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) Line
27a - Schedule of assets held for investment purposes as of December 31, 1999,
and (2) Line 27d - Schedule of reportable series of transactions for the year
ended December 31, 1999, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information by fund in the statements of
net assets available for benefits and the statements of changes in net assets
available for benefits is presented for the purpose of additional analysis
rather than to present the net assets available for benefits and changes in net
assets available for benefits of the individual funds. The supplemental
schedules and supplemental information by fund is the responsibility of the
Plan's management. Such supplemental schedules and supplemental information by
fund have been subjected to the auditing procedures applied in our audit of the
basic 1999 financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
DELOITTE & TOUCHE LLP
Costa Mesa, California
June 9, 2000
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS:
<S> <C> <C>
Investments, at fair value (Note 2):
Investment in the PW Trust Company Pooled Trusts (Note 1) $ 57,212,033 $ 52,536,711
BE Aerospace, Inc. common stock (Note 1) 3,317,138 6,001,083
Participant loans receivable 211,856 202,986
------------ ------------
Total investments 60,741,027 58,740,780
EMPLOYER CONTRIBUTIONS RECEIVABLE 459,543 423,756
CASH AND CASH EQUIVALENTS (Note 1) 8,467,475 53,362
------------ ------------
Total assets 69,668,045 59,217,898
LIABILITIES:
Accrued plan asset transfer (Note 3) (8,746,836) -
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 60,921,209 $ 59,217,898
============ ============
</TABLE>
See independent auditors' report and notes to financial statements.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ 59,217,898 $ 46,536,536
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments (Notes 1 and 2) 7,491,871 6,871,721
Interest and dividends (Note 1) 42,332 46,875
------------ ------------
Total investment income 7,534,203 6,918,596
Contributions and rollovers (Note 1) 11,792,628 9,918,008
------------ ------------
Total additions to net assets 19,326,831 16,836,604
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants or their beneficiaries 8,255,350 3,465,337
Plan administrative expenses 518,101 473,648
Loan repayments 103,233 216,257
Accrued plan asset transfer (Note 3) 8,746,836 -
------------ ------------
Total deductions from net assets 17,623,520 4,155,242
------------ ------------
NET INCREASE 1,703,311 12,681,362
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 60,921,209 $ 59,217,898
============ ============
</TABLE>
See independent auditors' report and notes to financial statements.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------
1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF PLAN - Effective August 1, 1988, BE Aerospace, Inc. (the
Company) adopted the BE Aerospace, Inc. Savings Plan (formerly the BE
Aerospace, Inc. Savings and Profit Sharing Plan and Trust) (the Plan), a
defined contribution retirement plan designed to qualify under Internal
Revenue Code (IRC) Section 401(a) and 401(k) for the cash or deferred
arrangement part of the Plan.
Under the Plan, contributions are made on behalf of employees
(participants) who choose to defer a portion of their total gross pay.
Effective December 1994, the Plan was amended to allow participants to
make a contribution election from 2% to 15%. Elective contributions
under a qualified cash or deferred arrangement are treated as employer
contributions. Company contributions are made in the form of Company
common stock (the Stock). Participants age 55 or older have the option
of receiving the matching contribution in cash. The Stock is held by the
trustee and adjusted to fair value as determined by published market
prices. Resulting unrealized gains and losses are included in the
statement of changes in net assets available for benefits.
In March 1999, $1,210,615 was rolled into the Plan and participant loans
receivable of $105,887 was transferred to the Plan related to the 1998
acquisition of Aerospace Lighting Corporation. Participant loans
receivables, totaling $286,417, were transferred into the Plan as a
result of the Nelcor Puritan Bennett acquisition in 1998.
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual method of accounting.
COMPANY CONTRIBUTIONS - The Plan provides for employer-matching
contributions of the participant's contributions to be determined by
Company management. During the years ended December 31, 1999 and 1998,
matching contributions were 50% of deferrals up to 3% of eligible
compensation (as defined).
TERMINATION BENEFITS AND VESTING - Upon termination of employment with
the Company, participants are immediately vested in their contributions
and are entitled to receive all vested contributions, with 100% vesting
of Company contributions after five years of service.
FORFEITURES - Forfeited nonvested account balances of $269,311 and
$96,869 were used to reduce employer contributions in 1999 and 1998,
respectively.
CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist of highly
liquid investments with initial maturities of 90 days or less.
<PAGE>
BE AEROSPACE, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
INVESTMENT IN THE PW TRUST COMPANY POOLED TRUSTS - The investment in the
PW Trust Company Pooled Trusts (the Trusts) consists primarily of
guaranteed insurance contracts (GICs) and certain debt and equity
securities held by the Trusts. It is the policy of the Trusts to hold
GIC investments until maturity. GIC investments are stated at contract
value that approximates their fair value at December 31, 1999 and 1998,
as determined by quoted or published market prices. All other
investments are stated at their fair value.
INVESTMENT ELECTIONS - With PW Trust Company as trustee, participants
may elect the following investment options:
GIC PORTFOLIO - Seeks to offer stability while maximizing current
income through investments in fixed income securities, primarily
insurance and bank investment contracts.
BALANCE VALUE PORTFOLIO - Seeks to achieve long-term capital growth
through investments in a diversified range of stocks, bonds, and
other fixed income securities.
CAPITAL GROWTH PORTFOLIO - Seeks to achieve long-term capital growth
through investment in large capitalization stocks with positive
earnings momentum.
STRATEGIC BALANCED PORTFOLIO - Seeks to invest in a blend of equity
and fixed income securities to achieve long-term capital growth.
STRATEGIC GROWTH PORTFOLIO - Seeks to invest in growth companies
across the capitalization spectrum to achieve long-term capital
growth.
MID-CAP VALUE PORTFOLIO - Seeks to generate a return in excess of
the Russell Midcap Value Index over a full market cycle or rolling
five-year average.
OVERSEAS EQUITY PORTFOLIO - Seeks to invest in equity securities of
non-U.S. companies in both mature and emerging economies around the
globe.
S&P 500 PORTFOLIO - Seeks to replicate the return of the Standard &
Poor's (S&P) 500 Composite Stock Price Index, a broad group of 500
selected large capitalization common stocks, before expenses are
charged to the portfolio.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
INCOME TAXES - The Plan is intended to be qualified under Section 401(a)
of the Internal Revenue Code of 1986 (IRC) and is intended to be exempt
from taxation under 501(a) of the IRC. The Plan received a favorable
Internal Revenue Service determination letter dated August 20, 1998.
There were no significant amendments to the Plan between the date of the
determination letter and December 31, 1999. Therefore, the Plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the IRC and
the related trust was tax exempt as of the financial statement date.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are
stated at fair value. Shares of registered investment companies are
valued at quoted market prices which represent the net asset value of
shares held by the Plan at year-end. The Company stock is valued at its
quoted market price. Participant loans are valued at cost, which
approximates fair value. Purchases and sales of securities are recorded
on a trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
PAYMENTS OF BENEFITS - Benefits are recorded when paid.
ADMINISTRATIVE EXPENSES - Administrative expenses are paid by the Plan.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
PLAN TERMINATION - Although it has not expressed any intent to do so,
the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA.
The foregoing description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
2. INVESTMENTS
Investments consist of the following:
<TABLE>
<CAPTION>
As of December 31, 1999
--------------------------------------
Fair
Cost value
<S> <C> <C>
GIC Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan $ 8,076,531 $ 9,268,859
Balanced Value Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 4,645,610 7,778,640
Capital Growth Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 8,598,757 15,557,911
Strategic Balance Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 3,502,242 5,334,729
Strategic Growth Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 5,882,896 10,878,175
Mid-Cap Value Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 3,727,563 4,198,664
Overseas Equity Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 2,145,666 3,150,391
S&P 500 Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 953,896 1,044,664
BE Aerospace, Inc. common stock 6,505,471 3,317,138
Participant loans receivable 211,856 211,856
----------- -----------
$44,250,488 $60,741,027
=========== ===========
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
2. INVESTMENTS (continued)
<TABLE>
<CAPTION>
As of December 31, 1998
--------------------------------------
Fair
Cost value
<S> <C> <C>
GIC Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan $ 8,877,340 $ 10,325,398
Balanced Value Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 5,737,317 8,505,410
Capital Growth Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 8,543,888 14,673,768
Strategic Balance Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 3,491,776 4,778,480
Strategic Growth Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 5,454,248 8,043,749
Mid-Cap Value Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 4,481,319 5,215,260
Overseas Equity Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 909,997 994,646
BE Aerospace, Inc. common stock 5,078,165 6,001,083
Participant loans receivable 202,986 202,986
----------- -----------
$42,777,036 $58,740,780
=========== ===========
</TABLE>
All investments exceed 5% of net assets available for benefits except for
participant loans receivable and S&P 500 Portfolio as of December 31, 1999, and
participant loans receivable and overseas equity portfolio as of December 31,
1998.
Investments are in the custody of the trustee under a trust agreement with the
Plan. The trustee has no authority, however, for the purchase or sale of
investments.
During the years ended December 31, 1999 and 1998, the Plan's investments
appreciated in fair value by $7,491,871 and $6,871,721, respectively.
3. ACCRUED PLAN ASSET TRANSFER
During 1999, BE Aerospace sold its interest in its In-flight Entertainment
group to Sextant In-Flight Systems LLC (SIFS). Accordingly, BE Aerospace
entered into a plan asset transfer agreement with SIFS whereby the assets held
in trust by the Plan for employees of SIFS were transferred to the SIFS Savings
Plan on January 3, 2000. All account assets for these employees, including the
unvested portion of employer contributions were transferred to the SIFS Plan in
accordance with the agreement. A liability for the asset transfer has been
accrued as of December 31, 1999, and is reflected in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
4. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
December 31, 1999 supplemental information by fund
-------------------------------------------------------------------------------------
Balanced Capital Strategic Strategic Mid-Cap
GIC Value Growth Balanced Growth Value
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $ 10,362,278 $ 8,532,999 $ 14,726,257 $4,808,329 $ 8,091,643 $ 5,251,256
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) in
fair value of investments 618,282 1,244,452 3,434,693 1,321,612 3,926,294 68,842
Interest and dividends - - - - - -
--------- ----------- ------------ ---------- ----------- -----------
Total investment income (loss) 618,282 1,244,452 3,434,693 1,321,612 3,926,294 68,842
Contributions and rollovers 1,127,720 949,735 2,030,387 1,261,190 1,904,150 1,299,525
---------- ----------- ------------ ---------- ----------- -----------
Total additions to net assets 1,746,002 2,194,187 5,465,080 2,582,802 5,830,444 1,368,367
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to participants or
their beneficiaries 2,296,407 1,024,658 1,864,531 803,992 1,187,429 664,032
Plan administrative expenses 46,021 88,735 161,209 55,888 93,122 51,475
Loan repayments - - - - - -
Accrued plan asset transfers - - - - - -
---------- ----------- ----------- ---------- ----------- ----------
Total deductions from net
assets 2,342,428 1,113,393 2,025,740 859,880 1,280,551 715,507
---------- ----------- ----------- ---------- ----------- ----------
NET (DECREASE) INCREASE (596,426) 1,080,794 3,439,340 1,722,922 4,549,893 652,860
ACCOUNT TRANSFERS (456,815) (1,804,532) (2,549,809) (1,161,585) (1,709,786) (1,670,102)
----------- ---------- ----------- ---------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 9,309,037 $7,809,261 $15,615,788 $5,369,666 $10,931,750 $4,234,014
=========== ========== =========== ========== =========== ==========
</TABLE>
The Plan maintains a holding account that allows for the future distributions
of cash and cash equivalents and liabilities to the appropriate fund.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
4. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1999 (continued)
<TABLE>
<CAPTION>
December 31, 1999 supplemental information by fund (continued)
---------------------------------------------------------------------------------
BE Aerospace Cash and
Overseas common Participant cash
Equity S&P 500 stock loans equivalents Total
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $ 1,004,184 $ - $ 6,184,604 $ 202,986 $ 53,362 $ 59,217,898
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) in
fair value of investments 943,149 153,779 (4,219,232) - - 7,491,871
Interest and dividends - - - 23,779 18,553 42,332
--------- ------- ---------- --------- -------- ----------
Total investment income (loss) 943,149 153,779 (4,219,232) 23,779 18,553 7,534,203
Contributions and rollovers 623,959 435,742 2,160,220 - - 11,792,628
------- ------- --------- --------- ---------- ----------
Total additions to net assets 1,567,108 589,521 (2,059,012) 23,779 18,553 19,326,831
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Distributions to participants or
their beneficiaries 164,292 62,948 298,564 (111,503) - 8,255,350
Plan administrative expenses 16,818 4,833 - - - 518,101
Loan repayments - - - 103,233 - 103,233
Accrued plan asset transfers - - 362,652 - 8,384,184 8,746,836
----------- ---------- --------- ----------- ----------- ----------
Total deductions from net
assets 181,110 67,781 661,216 (8,270) 8,384,184 17,623,520
----------- ---------- --------- ----------- ----------- ----------
NET (DECREASE) INCREASE 1,385,998 521,740 (2,720,228) 32,049 (8,365,631) 1,703,311
ACCOUNT TRANSFERS 778,953 544,452 (343,157) (23,179) 8,395,560 -
----------- ---------- --------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 3,169,135 $1,066,192 $3,121,219 $ 211,856 $ 83,291 $60,921,209
=========== ========== ========== =========== =========== ===========
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
4. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
December 31, 1998 supplemental information by fund
----------------------------------------------------------------------------------
Balanced Capital Strategic Strategic Mid-Cap
GIC Value Growth Balance Growth Value
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $ 9,661,261 $ 6,987,974 $ 11,141,452 $ 3,046,930 $4,712,287 $3,883,521
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) in fair
value of investments 601,409 1,142,495 3,179,738 894,394 2,142,810 326,785
Interest and dividends - - - - - -
----------- ---------- ------------ ---------- ---------- ----------
Total investment income (loss) 601,409 1,142,495 3,179,738 894,394 2,142,810 326,785
Contributions and rollovers 971,920 900,770 1,740,810 932,043 1,596,885 1,283,383
----------- ---------- ------------ ---------- ---------- ----------
Total additions to net assets 1,573,329 2,043,265 4,920,548 1,826,437 3,739,695 1,610,168
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants or
their beneficiaries 1,104,657 430,038 933,477 167,467 512,129 271,846
Plan administrative expenses 43,908 95,976 151,765 45,983 71,527 55,698
Loan repayments - - - - - -
----------- ---------- ----------- ---------- ---------- ----------
Total deductions from net assets 1,148,565 526,014 1,085,242 213,450 583,656 327,544
----------- ---------- ----------- ---------- ---------- ----------
NET INCREASE 424,764 1,517,251 3,835,306 1,612,987 3,156,039 1,282,624
ACCOUNT TRANSFERS 276,253 27,774 (250,501) 148,412 223,317 85,111
----------- ---------- ----------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $10,362,278 $8,532,999 $14,726,257 $4,808,329 $8,091,643 $5,251,256
=========== ========== =========== ========== ========== ==========
</TABLE>
The Plan maintains a holding account that allows for the future distributions
of cash and cash equivalents and liabilities to the appropriate fund.
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
4. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1998 (UNAUDITED)(continued)
<TABLE>
<CAPTION>
December 31, 1998 supplemental information by fund (continued)
-------------------------------------------------------------------------
BE Aerospace Cash and
Overseas common Participant cash
Equity stock loans equivalents Total
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year $ 432,269 $ 6,532,139 $ 102,236 $ 36,467 $ 46,536,536
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) in fair
value of investments 94,612 (1,510,522) - - 6,871,721
Interest and dividends - - 30,590 16,285 46,875
--------- ----------- -------- -------- ------------
Total investment income (loss) 94,612 (1,510,522) 30,590 16,285 6,918,596
Contributions and rollovers 330,790 2,160,797 - 610 9,918,008
--------- ----------- --------- ------- ------------
Total additions to net assets 425,402 650,275 30,590 16,895 16,836,604
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Distributions to participants or
their beneficiaries 26,789 305,351 (286,417) - 3,465,337
Plan administrative expenses 8,791 - - - 473,648
Loan repayments - - 216,257 - 216,257
--------- ----------- --------- ------- ------------
Total deductions from net assets 35,580 305,351 (70,160) - 4,155,242
--------- ----------- --------- ------- ------------
NET INCREASE 389,822 344,924 100,750 16,895 12,681,362
ACCOUNT TRANSFERS 182,093 (692,459) - - -
--------- ----------- --------- -------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 1,004,184 $ 6,184,604 $ 202,986 $ 53,362 $ 59,217,898
=========== =========== ========= ======== ============
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
5. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND AS OF
DECEMBER 31, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
December 31, 1999 supplemental information by fund
-------------------------------------------------------------------------------------------
Balanced Capital Strategic Strategic Mid-Cap
GIC Value Growth Balance Growth Value
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Investment in the PW Trust
Company Pooled Trusts $ 9,268,859 $ 7,778,640 $ 15,557,911 $ 5,334,729 $ 10,878,175 $ 4,198,664
BE Aerospace, Inc. common
stock - - - - - -
Participant loans receivable - - - - - -
----------- ----------- ------------ ----------- ------------ -----------
Total investments 9,268,859 7,778,640 15,557,911 5,334,729 10,878,175 4,198,664
EMPLOYER CONTRIBUTIONS
RECEIVABLE 40,178 30,621 57,877 34,937 53,575 35,350
CASH AND CASH EQUIVALENTS - - - - - -
LIABILITIES:
Accrued asset plan transfers - - - - - -
----------- ----------- ------------ ----------- ------------ -----------
NET ASSETS AVAILABLE
FOR BENEFITS $ 9,309,037 $ 7,809,261 $ 15,615,788 $ 5,369,666 $ 10,931,750 $ 4,234,014
=========== =========== ============ =========== ============ ===========
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
5. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND AS OF
DECEMBER 31, 1999 (UNAUDITED)(continued)
<TABLE>
<CAPTION>
December 31, 1999 supplemental information by fund (continued)
-------------------------------------------------------------------------------------
BE Aerospace Cash and
Overseas common Participant cash
Equity S&P 500 stock loans equivalents Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Investment in the PW Trust
Company Pooled Trusts $ 3,150,391 $ 1,044,664 $ - $ - $ - $ 57,212,033
BE Aerospace, Inc. common
stock - - 3,317,138 - - 3,317,138
Participant loans receivable - - - 211,856 - 211,856
----------- ----------- ---------- --------- ---------- ------------
Total investments 3,150,391 1,044,664 3,317,138 211,856 - 60,741,027
EMPLOYER CONTRIBUTIONS
RECEIVABLE 18,744 21,528 166,733 - - 459,543
CASH AND CASH EQUIVALENTS - - - 8,467,475 8,467,475
LIABILITIES:
Accrued asset plan transfers - - (362,652) - (8,384,184) (8,746,836)
----------- ----------- ---------- ---------- ---------- ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 3,169,135 $ 1,066,192 $3,121,219 $ 211,856 $ 83,291 $ 60,921,209
=========== =========== ========== ========= ========== ============
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 (continued)
5. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND AS OF
DECEMBER 31, 1998
<TABLE>
<CAPTION>
December 31, 1998 supplemental information by fund
--------------------------------------------------------------------------------------------
Balanced Capital Strategic Strategic Mid-Cap
GIC Value Growth Balance Growth Value
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Investment in the PW Trust Company
Pooled Trusts $ 10,325,398 $ 8,505,410 $ 14,673,768 $ 4,778,480 $ 8,043,749 $5,215,260
BE Aerospace, Inc. common stock - - - - - -
Participant loans receivable - - - - - -
------------ ----------- ------------ ----------- ----------- ----------
Total investments 10,325,398 8,505,410 14,673,768 4,778,480 8,043,749 5,215,260
EMPLOYER CONTRIBUTIONS
RECEIVABLE 36,880 27,589 52,489 29,849 47,894 35,996
CASH AND CASH EQUIVALENTS - - - - - -
------------ ----------- ------------ ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 10,362,278 $ 8,532,999 $ 14,726,257 $ 4,808,329 $ 8,091,643 $5,251,256
============ =========== ============ =========== =========== ==========
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 19998 (continued)
5. STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND AS OF
DECEMBER 31, 1998 (continued)
<TABLE>
<CAPTION>
December 31, 1998 supplemental information by fund (continued)
-------------------------------------------------------------------------
BE Aerospace Cash and
Overseas common Participant cash
Equity stock loans equivalents Total
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Investment in the PW Trust Company
Pooled Trusts $ 994,646 $ - $ - $ - $ 52,536,711
BE Aerospace, Inc. common stock - 6,001,083 - - 6,001,083
Participant loans receivable - - 202,986 - 202,986
---------- ----------- --------- -------- ------------
Total investments 994,646 6,001,083 202,986 - 58,740,780
EMPLOYER CONTRIBUTIONS
RECEIVABLE 9,538 183,521 - - 423,756
CASH AND CASH EQUIVALENTS - - - 53,362 53,362
----------- ----------- --------- -------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,004,184 $ 6,184,604 $ 202,986 $53,362 $ 59,217,898
=========== =========== ========= ======= ============
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
SUPPLEMENTAL SCHEDULES PROVIDED PURSUANT TO
THE DEPARTMENT OF LABOR'S RULES AND REGULATIONS
LINE 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Units/ Current
rates Cost value
<S> <C> <C> <C>
GIC Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 407,565 $ 8,076,531 $ 9,268,859
Balanced Value Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 180,795 4,645,610 7,778,640
Capital Growth Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 429,691 8,598,757 15,557,911
Strategic Balance Portfolio of the PW Trust
Company Pooled Trust for Employee
Benefits Plan 201,412 3,502,242 5,334,729
Strategic Growth Portfolio of the PW Trust
Company Pooled Trust for Employee 299,188 5,882,896 10,878,175
Benefits Plan
Mid-Cap Value Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 218,090 3,727,563 4,198,664
S&P 500 Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plan 62,201 953,896 1,044,664
Overseas Equity Portfolio of the PW Trust Company
Pooled Trust for Employee Benefits Plans 130,765 2,415,666 3,150,391
BE Aerospace, Inc. common stock 392,608 6,505,471 3,317,138
Participant loans receivable 6% - 13% 211,856 211,856
------------ ------------
$ 44,520,488 $ 60,741,027
============ ============
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
SUPPLEMENTAL SCHEDULES PROVIDED PURSUANT TO
THE DEPARTMENT OF LABOR'S RULES AND REGULATIONS
LINE 27d - SCHEDULE OF REPORTABLE SERIES OF TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Purchase Selling Cost of
price price asset Net gain
<S> <C> <C> <C> <C>
GIC Portfolio of the PW Trust Company Pooled
Trust for Employee Benefits Plan -
601 transactions $4,886,564 $6,513,836 $5,649,443 $ 864,393
Strategic Growth Portfolio of the PW Trust
Company Pooled Trust for Employee Benefits
Plan - 443 transactions 2,933,013 4,002,816 2,504,365 1,498,451
Balanced Value Portfolio of the PW Trust
Company Pooled Trust for Employee Benefits
Plan - 355 transactions 1,347,332 3,314,753 2,041,586 1,273,167
Capital Growth Portfolio of the PW Trust for
Employee Benefits Plan - 463 transactions 3,457,697 6,055,698 3,471,358 2,584,340
Strategic Balance Portfolio of the PW Trust for
Employee Benefits Plan - 376 transactions 1,876,445 2,593,098 1,835,499 757,599
Mid-Cap Value Portfolio of the PW Trust for
Employee Benefits Plan - 359 transactions 1,554,536 2,626,603 2,308,293 318,310
S&P 500 Portfolio of the PW Trust for Employee
Benefits Plan - 375 transactions 2,291,103 1,395,679 1,337,207 58,472
Overseas Equity Portfolio of the PW Trust for
Employee Benefits Plan - 418 transactions 2,742,109 1,508,745 1,223,165 285,580
</TABLE>
<PAGE>
BE AEROSPACE, INC. SAVINGS PLAN
SIGNATURE
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
BE AEROSPACE, INC. SAVINGS PLAN
/s/ Joseph A. Piegari
Date: June 23, 2000 By:-----------------------------
Plan Administrator
BE AEROSPACE, INC.
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-89145, 333-30578, 333-14037, 33-48119, 33-72194 and 33-82894 on Form S-8
of BE Aerospace, Inc. of our report dated June 9, 2000 (BE Aerospace, Inc.
Savings Plan), appearing in this Annual Report on Form 11-K for the year
ended December 31, 1999.
DELOITTE & TOUCHE LLP
Costa Mesa, California
June 23, 2000
