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FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended October 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 (954) 987-4000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)registered New York Stock Exchange HEI New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and"emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement's assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whetherthe financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Act). Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliatesof the registrant was $23,273,324,000 based on the closing price of HEICO Common Stock andClass A Common Stock as of April 30, 2024 as reported by the New York Stock Exchange. The number of shares outstanding of each of the registrant’s classes of common stock as ofDecember 18, 2024 is as follows: Common Stock, $.01 parvalue54,986,227 sharesClass A Common Stock,$.01 par value83,843,858 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for the 2025 Annual Meeting ofShareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Index HEICO CORPORATIONINDEX TO ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED OCTOBER 31, 2024 PART I Item 1.Business1Information About Our Executive Officers16Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments27Item 1C.Cybersecurity27Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures30PART IIItem 5.Market for Registrant’s Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities30Item 6.[Reserved]33Item 7.Management’s Discussion and Analysis of Financial Conditionand Results of Operations34Item 7A.Quantitative and Qualitative Disclosures About Market Risk50Item 8.Financial Statements and Supplementary Data51Item 9.Changes in and Disagreements With Accountants on Accountingand Financial Disclosure113Item 9A.Controls and Procedures113Item 9B.Other Information116Item 9C.Disclosure Regarding Foreign Jurisdictions that PreventInspections116PART IIIItem 10.Directors, Executive Officers and Corporate Governance117Item 11.Executive Compensation117Item 12.Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters117Item 13.Certain Relationships and Related Tran