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(1)	Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low sales prices per share of the stock as reported on the New York Stock Exchange on March 13, 2018.

(2)

The registration fee was calculated on the basis of the higher of the proposed maximum aggregate offering price of the Common Stock and the proposed maximum aggregate offering price of the Class A Common Stock. Under the HEICO Corporation 2018 Incentive Compensation Plan ("2018 Plan"), HEICO may issue 4,000,000 shares of stock, which may consist of Common Stock, Class A Common Stock or any combination thereof.

(3)

The registration of 4,000,000 shares of stock, which may consist of Common Stock, Class A Common Stock or any combination thereof, pursuant to the 2018 Plan consists of 3,321,081 shares of stock being newly registered. The remaining 678,919 shares of stock being registered under the 2018 Plan (the "Carryover Shares") are shares that were previously available for grant under the HEICO 2012 Incentive Compensation Plan (the "Prior Plan"). The Registrant previously registered the Carryover Shares for issuance on Registration Statement on Form S-8 (SEC File No. 333-180454) filed with the Securities and Exchange Commission on March 29, 2012 (the "Prior Registration Statement"). The Registrant is contemporaneously filing a post-effective amendment to deregister the Carryover Shares; accordingly, the associated registration fees of $1,653.98 previously paid to register the Carryover Shares under the Prior Registration Statement are hereby carried forward to cover a portion of the registration fee due under this registration statement.

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(1)	Results include the results of acquisitions from each respective effective date.

(2)	All share and per share information has been adjusted retrospectively to reflect the 5-for-4 stock splits effected in April 2017 and January 2018.

(3)

During fiscal 2017, HEICO adopted Accounting Standards Update ("ASU") 2016-09, "Improvements to Employee Share-Based Payment Accounting," resulting in the recognition of a $3.1 million discrete income tax benefit and a 976,000 increase in HEICO's weighted average number of diluted common shares outstanding, which, net of noncontrolling interests, increased net income attributable to HEICO by $2.6 million, or $.02 per basic and $.01 per diluted share.

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(4)	Includes $3.1 million of acquisition costs incurred in connection with a fiscal 2016 acquisition within the Electronic Technologies Group ("ETG"). These expenses, net of tax, decreased net income attributable to HEICO by $2.0 million, or $.02 per basic and diluted share.

(5)

Includes additional income tax credits for qualified research and development (“R&D”) activities related to the last ten months of fiscal 2015 recognized in fiscal 2016 upon the retroactive and permanent extension of the United States (“U.S.”) federal R&D tax credit in December 2015, which, net of expenses, increased net income attributable to HEICO by $1.7 million, or $.02 per basic and diluted share.

(6)	Includes additional income tax credits for qualified R&D activities related to the last ten months of fiscal 2014 recognized in fiscal 2015 upon the retroactive extension of the U.S. federal R&D tax credit in December 2014 to cover calendar year 2014, which, net of expenses, increased net income attributable to HEICO by $1.8 million, or $.02 per basic and diluted share.

(7)

Operating income was increased by a $28.1 million reduction in accrued contingent consideration related to a fiscal 2013 and a fiscal 2012 acquisition within the ETG, partially offset by $15.0 million in impairment losses related to the write-down of certain intangible assets of the fiscal 2013 and fiscal 2012 acquisitions to their estimated fair values as well as lower than expected operating income at the fiscal 2013 acquired business, which in aggregate increased net income attributable to HEICO by $10.2 million, or $.10 per basic and diluted share. The reduction in accrued contingent consideration and $13.1 million of the impairment losses were recorded as a component of selling, general and administrative expenses, while the remaining impairment losses of $1.9 million were recorded as a component of cost of sales.

(8)

Includes additional income tax credits for qualified R&D activities related to the last ten months of fiscal 2012 recognized in fiscal 2013 upon the retroactive extension of the U.S. federal R&D tax credit in January 2013 and higher R&D tax credits recognized upon the filing of HEICO's fiscal 2012 U.S. federal and state tax returns, which, net of expenses, increased net income attributable to HEICO by $1.8 million, or $.02 per basic and diluted share.

(9)	During fiscal 2017, HEICO adopted ASU 2015-17, “Balance Sheet Classification of Deferred Taxes," on a retrospective basis resulting in a reclassification of $41.1 million, $35.5 million, $34.5 million and $33.0 million in current deferred tax assets to noncurrent deferred tax liabilities in HEICO's Consolidated Balance Sheet as of October 31, 2016, 2015, 2014 and 2013, respectively.

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a.	Our Annual Report on Form 10-K for the year ended October 31, 2017, filed with the SEC on December 21, 2017, including portions of the Company's proxy statement on Schedule 14A, filed with the SEC on February 13, 2018, to the extent incorporated by reference into such Annual Report on Form 10-K;

b.	Our Quarterly Report on Form 10-Q for the period ended January 31, 2018, filed with the SEC on March 1, 2018;

c.	Our Current Reports on Form 8-K as filed with the SEC on November 8, 2017 and March 20, 2018;

d.	The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on April 28, 1993, as amended January 27, 1999; and

e.	The description of our Class A Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on April 8,1998, as amended January 27, 1999.

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(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

iii.	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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