UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~Report (~~date~~Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~September~~ October 199, 2018 (~~September~~October 149, 2018)

KLX Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware		001-36610		47-1639172
(State or other jurisdiction of incorporation)		(Commission File Number)		(IIRS.~~R.S.~~ Employer Identification No.)

1300 Corporate Center Way, Wellington, Florida
(Address of principal executive offices)

33414-2105
(Zip Code)

Registrant’s telephone number, including area code: (561) 383-5100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~INTRODUCTORY ~~2.01 Completion of Acquisition or Disposition of Assets.~~NOTE

On ~~September~~October 149, 2018, the acquisition of KLX Inc. (“KLX”) ~~completed~~or the ~~previously~~“Company”) ~~announced~~by ~~spin-off~~The ofBoeing ~~KLX~~Company ~~Energy Services Holdings, Inc.~~ (“~~KLX Energy Services~~Boeing”) bywas ~~means~~consummated ofpursuant to the ~~transfer~~terms of ~~its~~the ~~energy~~previously ~~services~~announced ~~business~~Agreement ~~to KLX Energy Services~~ and ~~the~~Plan ~~subsequent~~of ~~distribution~~Merger, todated ~~KLX stockholders~~ as of ~~September~~April 330, 2018, ofas ~~all~~amended ofJune 1, ~~the~~2018 ~~outstanding shares of common stock of KLX Energy Services~~ (the “~~Spin-Off~~Merger Agreement”)~~. In~~, ~~connection~~by ~~with~~and ~~the~~among ~~Spin-Off~~KLX, ~~each~~Boeing ~~KLX~~and ~~stockholder~~Kelly asMerger ~~of September~~Sub, 3Inc., ~~2018~~a ~~received~~wholly ~~0.4~~owned ~~shares~~subsidiary of ~~common~~Boeing ~~stock~~(“Merger ofSub”). ~~KLX~~Pursuant ~~Energy~~to ~~Services~~the ~~for~~Merger ~~each~~Agreement, ~~share~~Merger ofSub ~~KLX~~merged ~~common~~with ~~stock~~and ~~held~~into byKLX ~~such~~(the ~~stockholder.~~ “Merger”), with KLX ~~Energy~~continuing ~~Services~~as ~~commenced~~the ~~trading~~surviving oncorporation. ~~Nasdaq~~As ona ~~September 17~~result of the Merger, ~~2018~~KLX ~~under~~became ~~the~~a ~~ticker~~wholly ~~symbol~~owned ~~“KLXE~~subsidiary of Boeing.”

AsItem previously reported, on July 13, 2018 KLX entered into several agreements with KLX Energy Services that govern the relationship of the parties following the Spin-Off, including a Distribution Agreement, an Employee Matters Agreement, a Transition Services Agreement and an IP Matters Agreement. A summary of the material terms of these agreements can be found in the Information Statement, dated August 24, 2018, filed as Exhibit 99.1 ~~to this Current Report on Form 8-K, under “Certain Relationships and Related Party Transactions—Agreements with KLX Related to the Spin-Off,” which is incorporated herein by reference~~. The summary is qualified in its entirety by reference to the Distribution Agreement, the Employee Matters Agreement, the Transition Services Agreement and the IP Matters Agreement, which were previously filed as Exhibits 202.1, ~~2.2,~~Termination ~~2.3 and 2.4 to the Current Report on Form 8-K, filed by KLX on July 17, 2018, and are incorporated herein by reference. In addition, during the period following the consummation~~ of ~~the~~a ~~Spin-Off~~Material ~~through~~Definitive the consummation of the previously announced acquisition of KLX by The Boeing Company, the directors of KLX Energy Services will also serve as directors of KLX, the Chairman, Chief Executive Officer and President of KLX Energy Services will also serve as the Chairman and Chief Executive Officer of KLX, and the Senior Vice President and Chief Financial Officer of KLX Energy Services will also serve as the President and Chief Operating Officer of KLXAgreement.

~~Item~~On 8October 9, 2018, in connection with the closing of the Merger, KLX terminated all commitments to extend credit, and paid in full all monetary obligations outstanding, under the Amended and Restated Credit Agreement, dated as of May 19, 2015, as amended, among KLX, the lenders parties thereto, JP Morgan Chase Bank, N.01A. ~~Other~~as ~~Events~~Administrative Agent and as U.S. Collateral Agent and JP Morgan Europe Limited as European Collateral Agent. No early termination penalty or premium was incurred by KLX in connection with such termination and payment.

OnIn ~~September~~addition, on October 179, 2018, in connection with the closing of the Merger, KLX satisfied and discharged the Indenture, dated as of December 8, 2014, as amended, between KLX and Wilmington Trust, National Association (“Wilmington Trust”), as Trustee. In connection with the satisfaction and discharge, KLX issued a ~~press~~notice ~~release~~of ~~announcing~~redemption ~~the~~related ~~consummation~~to its 5.875% Senior Notes due 2022 pursuant to which such notes will be redeemed on December 1, 2018 at a redemption price of 102.938% of the ~~Spin-Off. A~~principal ~~copy~~amount of ~~this~~the ~~press~~notes ~~release~~plus ~~has~~accrued ~~been~~and ~~filed~~unpaid asinterest ~~exhibit~~to, 99but excluding, the redemption date.2 ~~hereto~~On October 9, 2018, Boeing placed $1,270,506,000 in trust with Wilmington Trust for purposes of funding the redemption.

Item 92.01. ~~Financial~~Completion ~~Statements~~of ~~and~~Acquisition ~~Exhibits~~or Disposition of Assets.

On October 9, 2018, pursuant to the terms of the Merger Agreement, Boeing completed the acquisition of KLX through the Merger. As a result of the Merger, KLX became a wholly owned subsidiary of Boeing. At the effective time of the Merger (bthe “Effective Time”) ~~Pro~~, ~~forma~~by ~~financial~~virtue ~~information~~of the Merger and without any action on the part of any stockholder, each share of common stock, par value $0.01 per share, of KLX (“KLX Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of KLX Common Stock (i) held by KLX as treasury stock, (ii) held, directly or indirectly, by Boeing or Merger Sub immediately prior to the Effective Time or (iii) that were outstanding immediately prior to the Effective Time and that were held by any person who was entitled to demand, and properly demanded, appraisal of such shares pursuant to, and who complied in all respects with, Section 262 of the Delaware General Corporation Law), was converted into the right to receive the merger consideration (the “Merger Consideration”) from Boeing, which consisted of $63.00 per share in cash, without interest.

~~The~~At ~~following~~the ~~Unaudited~~Effective ~~Pro~~Time, ~~Forma~~each ~~Consolidated~~award ~~Financial~~of ~~Statements~~KLX ofCommon Stock subject to time-based, performance or other vesting or lapse restriction (each a “KLX ~~are~~Restricted ~~attached~~Stock ~~hereto~~Award”) asthat ~~Exhibit~~remained outstanding immediately prior to the Effective Time, (i) ~~99.3~~became fully vested and, ~~incorporated~~to ~~herein~~the extent such award was subject to performance conditions, such performance conditions were deemed satisfied at the maximum level, and (ii) was canceled and converted into the right to receive a cash payment equal to the product of (a) the value of the Merger Consideration and (b) the number of shares of KLX Common Stock represented by ~~reference:~~such KLX Restricted Stock Award.

~~· Unaudited~~At ~~Pro~~the ~~Forma~~Effective ~~Condensed~~Time, ~~Consolidated~~each ~~Statement~~KLX performance stock unit award, including any performance stock unit awards deferred under any of ~~Earnings~~KLX’s deferred compensation plans or otherwise (each a “KLX PSU Award”), and ~~Consolidated~~each ~~Income for~~KLX restricted stock unit award, including any stock unit awards deferred under any of KLX’s deferred compensation plans or otherwise (each a “KLX RSU Award”), in each case, subject to time-based, performance or other vesting restrictions that remained outstanding immediately prior to the ~~six~~Effective ~~months~~Time, ~~ended~~(i) became ~~July~~fully vested and, to the extent such award was subject to performance conditions, such performance conditions were deemed satisfied at the maximum level, and (ii) 31each KLX PSU Award and KLX RSU Award, ~~2018~~in each case, was canceled and converted into the right to receive a lump sum cash payment with respect thereto equal to the product of the Merger Consideration and the number of shares of KLX Common Stock represented by such KLX PSU Award or KLX RSU Award.

~~· Unaudited~~The ~~Pro~~total ~~Forma~~aggregate ~~Condensed~~consideration ~~Consolidated~~payable ~~Statement~~in ofthe ~~Earnings~~transaction ~~and~~was ~~Consolidated~~approximately ~~Income~~$3.2 ~~for~~billion, excluding the ~~year~~assumption ~~ended~~of ~~January 31~~net debt, ~~2018~~in cash.

~~· Unaudited~~The ~~Pro~~foregoing ~~Forma~~description ~~Condensed~~of ~~Consolidated~~the ~~Statement~~Merger ofAgreement ~~Earnings~~ and ~~Consolidated~~the ~~Income~~transactions ~~for~~contemplated ~~the~~thereby ~~year~~is ~~ended~~not ~~January 31,~~complete ~~2017~~and

~~· Unaudited Pro Forma Condensed Consolidated Statement of Earnings and Consolidated Income for the year ended January 31, 2016~~2

~~· Unaudited~~is ~~Pro~~subject ~~Forma~~to ~~Condensed~~and ~~Consolidated~~qualified ~~Balance~~in ~~Sheet~~its asentirety by reference to the Merger Agreement, a copy of ~~July~~which was filed as Exhibit 312.1 to the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2018 and June 7, 2018, and the terms of which are incorporated herein by reference.

~~(d) Exhibits~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Exhibit No.		Description of Exhibits
2.1		Distribution Agreement, dated as of July 13, 2018, by and among KLX Inc., KLX Energy Services Holdings, Inc. and KLX Energy Services LLC (incorporated by reference to Exhibit 2.1 to KLX Inc.’s Current Report on Form 8-K dated July 17, 2018 (File No. 001-36610))

On October 9, 2018, in connection with the consummation of the Merger, the Company notified the Nasdaq Global Select Market (“Nasdaq”) that the Merger had been consummated, and requested that the trading of the Common Stock on Nasdaq be suspended prior to market open on such date. In addition, on October 9, 2018, the Company requested that Nasdaq file with the SEC a notification on Form 25 to delist the Common Stock from Nasdaq and to deregister the shares of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. The disclosure set forth in the Introductory Note above and under Item 2.01 is incorporated by reference into this Item 3.01.

2Item 3.03. Material Modification to Rights of Security Holders.

2.2		Employee Matters Agreement, dated as of July 13, 2018, by and among KLX Inc., KLX Energy Services Holdings, Inc. and KLX Energy Services LLC (incorporated by reference to Exhibit 2.2 to KLX Inc.’s Current Report on Form 8-K dated July 17, 2018 (File No. 001-36610))
2.3		IP Matters Agreement, dated as of July 13, 2018, by and between KLX Inc. and KLX Energy Services Holdings, Inc. (incorporated by reference to Exhibit 2.3 to KLX Inc.’s Current Report on Form 8-K dated July 17, 2018 (File No. 001-36610))
2.4		Transition Services Agreement, dated as of July 13, 2018, by and between KLX Inc. and KLX Energy Services Holdings, Inc. (incorporated by reference to Exhibit 2.4 to KLX Inc.’s Current Report on Form 8-K dated July 17, 2018 (File No. 001-36610))
99.1		Information Statement of KLX Energy Services Holdings, Inc., dated August 24, 2018 (incorporated by reference to Exhibit 99.1 to KLX Energy Services Holdings, Inc.’s Amendment No. 2 to the Registration Statement on Form 10 dated August 24, 2018, filed with the Securities and Exchange Commission on August 24, 2018 (File No. 001-38609)
99.2		Press Release, dated September 17, 2018, Regarding Consummation of the Spin-Off
99.3		Unaudited Pro Forma Condensed Consolidated Statement of Earnings and Consolidated Income for the six months ended July 31, 2018 and for each of the years ended January 31, 2018, 2017 and 2016 and Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2018.

The disclosure set forth in the Introductory Note above and under Items 2.01 and 3.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.

3Item 5.01. Changes in Control of Registrant.

~~SIGNATURE~~The disclosure set forth in the Introductory Note above, under Item 2.01 above and under Item 5.02 below is incorporated by reference into this Item 5.01. The total aggregate consideration payable in the transaction was approximately $3.2 billion, excluding the assumption of net debt, in cash. Boeing financed the Merger with available cash.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Principal ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~Registrant~~of ~~has~~Certain ~~duly~~Officers; ~~caused~~Compensatory ~~this~~Arrangements ~~report~~of toCertain ~~be signed on its behalf by the undersigned hereunto duly authorized.~~Officers

~~Dated:~~In ~~September~~connection with the Merger and pursuant to the terms of the Merger Agreement, from and after the Effective Time, the director of Merger Sub, Verett A. Mims, became the director of the Company, replacing Amin J. Khoury, John T. Collins, Peter V. Del Presto, Richard G. Hamermesh, Benjamin A. Hardesty, Stephen M. Ward, 19Jr., ~~2018~~Theodore L. Weise and John T. Whates, Esq., each of whom submitted letters of resignation and ceased to be directors of the Company as of the Effective Time.

~~KLX~~Additionally, ~~INC~~in connection with the Merger, from and after the Effective Time, each of Amin J. ~~By:~~Khoury, ~~/s/~~Thomas P. McCaffrey, Michael F. Senft, ~~Name:~~Gary ~~Michael~~Roberts, FRoger Franks, Eric Wesch and Heather Floyd submitted letters of resignation and ceased to be officers of the Company. ~~Senft~~Following ~~Title:~~the ~~Vice~~resignation ~~President~~of such officers, the new officers of the Company are Christopher J. Wolter, Denise McKinney, Verett A. Mims, Gregory C. Vogelsperger and ~~Chief~~Stephanie ~~Financial~~L. ~~Officer~~Hernandez.

4Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, the certificate of incorporation of KLX that was in effect immediately prior to the Effective Time was amended in its entirety as set forth in Exhibit F to the Merger Agreement and, as so amended, is the certificate of incorporation of the surviving corporation. The bylaws of Merger Sub that were in effect immediately prior to the Effective Time became the bylaws of the surviving corporation, except as to the name of the surviving corporation, which is “KLX Inc.” The amended certificate of incorporation of KLX and the bylaws of KLX as so amended are attached as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1		Agreement and Plan of Merger, dated April 30, 2018, by and among KLX Inc., The Boeing Company and Kelly Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2018).*

2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 1, 2018, by and between The Boeing Company, Kelly Merger Sub, Inc. and KLX Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2018).*

3.1		Amended and Restated Certificate of Incorporation of KLX Inc.

3.2		Amended and Restated By-Laws of KLX Inc.

* Schedules have been omitted pursuant to Item 6.01(b)(2) of Regulation S-K. KLX hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURE

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

	KLX Inc.


	By:	/s/ Denise McKinney
		Name: Denise McKinney
		Title: Vice President

Date: October 9, 2018

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