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ý
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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1301 East 9
th
Street, Suite 3000, Cleveland, Ohio
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44114
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(Address of principal executive offices)
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(Zip Code)
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LARGE ACCELERATED FILER
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ý
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ACCELERATED FILER
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¨
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NON-ACCELERATED FILER
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¨
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SMALLER REPORTING COMPANY
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¨
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EMERGING GROWTH COMPANY
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¨
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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.
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¨
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Page
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Part I
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FINANCIAL INFORMATION
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Item 1
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Financial Statements
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Condensed Consolidated Balance Sheets – July 1, 2017 and September 30, 2016
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Condensed Consolidated Statements of Income – Thirteen and Thirty-Nine Week Periods Ended July 1, 2017 and July 2, 2016
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Condensed Consolidated Statements of Comprehensive Income – Thirteen and Thirty-Nine Week Periods Ended July 1, 2017 and July 2, 2016
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Condensed Consolidated Statement of Changes in Stockholders’ Deficit – Thirty-Nine Week Period Ended July 1, 2017
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Condensed Consolidated Statements of Cash Flows – Thirty-Nine Week Periods Ended July 1, 2017 and July 2, 2016
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Notes to Condensed Consolidated Financial Statements
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Item 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3
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Quantitative and Qualitative Disclosure About Market Risk
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Item 4
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Controls and Procedures
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Part II
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OTHER INFORMATION
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Item 1A
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Risk Factors
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Item 2
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6
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Exhibits
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SIGNATURES
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July 1, 2017
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September 30, 2016
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||||
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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970,556
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$
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1,586,994
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Trade accounts receivable - Net
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606,005
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576,339
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Inventories - Net
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743,579
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724,011
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Prepaid expenses and other
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66,890
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43,353
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Total current assets
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2,387,030
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2,930,697
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PROPERTY, PLANT AND EQUIPMENT - NET
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326,325
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310,580
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GOODWILL
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5,800,618
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5,679,452
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OTHER INTANGIBLE ASSETS - NET
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1,752,614
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1,764,343
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OTHER
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49,849
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|
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41,205
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TOTAL ASSETS
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$
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10,316,436
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$
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10,726,277
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||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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CURRENT LIABILITIES:
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||||
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Current portion of long-term debt
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$
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64,090
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$
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52,645
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Short-term borrowings - trade receivable securitization facility
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199,978
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199,771
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Accounts payable
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147,080
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156,075
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Accrued liabilities
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319,569
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344,112
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Total current liabilities
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730,717
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752,603
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LONG-TERM DEBT
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10,828,200
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9,943,191
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DEFERRED INCOME TAXES
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499,465
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492,255
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OTHER NON-CURRENT LIABILITIES
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153,499
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189,718
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Total liabilities
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12,211,881
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11,377,767
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STOCKHOLDERS’ DEFICIT:
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Common stock - $.01 par value; authorized 224,400,000 shares; issued 56,043,608 and 55,767,767 at July 1, 2017 and September 30, 2016, respectively
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560
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558
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Additional paid-in capital
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1,079,543
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1,028,972
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Accumulated deficit
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(2,088,761
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)
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(1,146,963
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)
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Accumulated other comprehensive loss
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(112,696
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)
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(149,787
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)
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Treasury stock, at cost; 4,156,659 shares at July 1, 2017 and 2,433,035 at September 30, 2016, respectively
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(774,091
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)
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(384,270
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)
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Total stockholders’ deficit
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(1,895,445
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)
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(651,490
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)
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$
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10,316,436
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$
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10,726,277
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Thirteen Week Periods Ended
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Thirty-Nine Week Periods Ended
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||||||||||||
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July 1, 2017
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July 2, 2016
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July 1, 2017
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July 2, 2016
|
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NET SALES
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$
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907,667
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$
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797,692
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$
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2,594,917
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$
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2,296,188
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COST OF SALES
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385,896
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354,177
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1,137,803
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1,052,444
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GROSS PROFIT
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521,771
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443,515
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1,457,114
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1,243,744
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SELLING AND ADMINISTRATIVE EXPENSES
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110,561
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94,244
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314,868
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271,511
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AMORTIZATION OF INTANGIBLE ASSETS
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23,570
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18,629
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71,235
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53,474
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INCOME FROM OPERATIONS
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387,640
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330,642
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1,071,011
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918,759
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INTEREST EXPENSE - NET
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152,227
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120,812
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446,073
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344,083
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REFINANCING COSTS
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345
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15,654
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35,936
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15,654
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|
||||
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INCOME BEFORE INCOME TAXES
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235,068
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194,176
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589,002
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559,022
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||||
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INCOME TAX PROVISION
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66,015
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33,554
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145,573
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127,276
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||||
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NET INCOME
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$
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169,053
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$
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160,622
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$
|
443,429
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$
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431,746
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NET INCOME APPLICABLE TO COMMON STOCK
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$
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169,053
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$
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160,622
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$
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347,458
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$
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428,746
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Net earnings per share:
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||||||||
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Basic and diluted
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$
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3.08
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$
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2.88
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$
|
6.23
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$
|
7.63
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Cash dividends paid per common share
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$
|
—
|
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$
|
—
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$
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24.00
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$
|
—
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|
|
Weighted-average shares outstanding:
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|
||||||||
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Basic and diluted
|
54,890
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55,832
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55,773
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|
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56,263
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|
||||
|
|
Thirteen Week Periods Ended
|
|
Thirty-Nine Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
|
Net income
|
$
|
169,053
|
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|
$
|
160,622
|
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|
$
|
443,429
|
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$
|
431,746
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
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|
||||||||
|
Foreign currency translation adjustments
|
24,525
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(20,257
|
)
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|
4,523
|
|
|
(24,571
|
)
|
||||
|
Interest rate swap and cap agreements
|
(8,386
|
)
|
|
(7,435
|
)
|
|
32,568
|
|
|
(16,960
|
)
|
||||
|
Other comprehensive income (loss), net of tax
|
16,139
|
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|
(27,692
|
)
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|
37,091
|
|
|
(41,531
|
)
|
||||
|
TOTAL COMPREHENSIVE INCOME
|
$
|
185,192
|
|
|
$
|
132,930
|
|
|
$
|
480,520
|
|
|
$
|
390,215
|
|
|
|
Common Stock
|
|
Additional Paid-In
Capital
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
|
||||||||||||||||||
|
|
Number
of Shares
|
|
Par
Value
|
|
|
Accumulated
Deficit
|
|
|
Number
of Shares
|
|
Value
|
|
Total
|
||||||||||||||||
|
BALANCE, OCTOBER 1, 2016
|
55,767,767
|
|
|
$
|
558
|
|
|
$
|
1,028,972
|
|
|
$
|
(1,146,963
|
)
|
|
$
|
(149,787
|
)
|
|
(2,433,035
|
)
|
|
$
|
(384,270
|
)
|
|
$
|
(651,490
|
)
|
|
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,280,070
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,280,070
|
)
|
||||||
|
Unvested dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,157
|
)
|
||||||
|
Compensation expense recognized for employee stock options
|
—
|
|
|
—
|
|
|
32,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,707
|
|
||||||
|
Exercise of employee stock options
|
277,873
|
|
|
2
|
|
|
18,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,048
|
|
||||||
|
Restricted stock activity
|
(2,548
|
)
|
|
—
|
|
|
(301
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301
|
)
|
||||||
|
Treasury stock purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,723,624
|
)
|
|
(389,821
|
)
|
|
(389,821
|
)
|
||||||
|
Common stock issued
|
516
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
443,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443,429
|
|
||||||
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,523
|
|
|
—
|
|
|
—
|
|
|
4,523
|
|
||||||
|
Interest rate swaps and caps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,568
|
|
|
—
|
|
|
—
|
|
|
32,568
|
|
||||||
|
BALANCE, JULY 1, 2017
|
56,043,608
|
|
|
$
|
560
|
|
|
$
|
1,079,543
|
|
|
$
|
(2,088,761
|
)
|
|
$
|
(112,696
|
)
|
|
(4,156,659
|
)
|
|
$
|
(774,091
|
)
|
|
$
|
(1,895,445
|
)
|
|
|
Thirty-Nine Week Periods Ended
|
||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
OPERATING ACTIVITIES:
|
|
|
|
||||
|
Net income
|
$
|
443,429
|
|
|
$
|
431,746
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation
|
37,924
|
|
|
31,059
|
|
||
|
Amortization of intangible assets and product certification costs
|
71,927
|
|
|
54,042
|
|
||
|
Amortization of debt issuance costs, original issue discount and premium
|
15,530
|
|
|
11,711
|
|
||
|
Refinancing costs
|
35,936
|
|
|
15,654
|
|
||
|
Non-cash equity compensation
|
32,707
|
|
|
33,819
|
|
||
|
Deferred income taxes
|
270
|
|
|
4,489
|
|
||
|
Changes in assets/liabilities, net of effects from acquisitions of businesses:
|
|
|
|
||||
|
Trade accounts receivable
|
(21,195
|
)
|
|
(37,348
|
)
|
||
|
Inventories
|
(325
|
)
|
|
(15,689
|
)
|
||
|
Income taxes receivable/payable
|
(12,782
|
)
|
|
(41,602
|
)
|
||
|
Other assets
|
(4,104
|
)
|
|
1,778
|
|
||
|
Accounts payable
|
(12,342
|
)
|
|
(27,103
|
)
|
||
|
Accrued interest
|
741
|
|
|
34,918
|
|
||
|
Accrued and other liabilities
|
(32,500
|
)
|
|
(15,298
|
)
|
||
|
Net cash provided by operating activities
|
555,216
|
|
|
482,176
|
|
||
|
INVESTING ACTIVITIES:
|
|
|
|
||||
|
Capital expenditures
|
(55,671
|
)
|
|
(30,007
|
)
|
||
|
Payments made in connection with acquisitions - see Note 3
|
(215,202
|
)
|
|
(1,143,006
|
)
|
||
|
Net cash used in investing activities
|
(270,873
|
)
|
|
(1,173,013
|
)
|
||
|
FINANCING ACTIVITIES:
|
|
|
|
||||
|
Proceeds from exercise of stock options
|
18,046
|
|
|
25,320
|
|
||
|
Special dividend and dividend equivalent payments
|
(1,376,034
|
)
|
|
(3,000
|
)
|
||
|
Treasury stock purchased
|
(389,821
|
)
|
|
(207,755
|
)
|
||
|
Proceeds from 2017 term loans, net
|
1,132,755
|
|
|
—
|
|
||
|
Proceeds from 2016 term loans, net
|
—
|
|
|
1,712,244
|
|
||
|
Repayment on term loans
|
(48,453
|
)
|
|
(821,140
|
)
|
||
|
Proceeds from senior subordinated notes due 2026, net
|
—
|
|
|
939,935
|
|
||
|
Cash tender and redemption of senior subordinated notes due 2021, including premium
|
(528,847
|
)
|
|
—
|
|
||
|
Proceeds from additional senior subordinated notes due 2025, net
|
300,517
|
|
|
—
|
|
||
|
Other
|
(10,777
|
)
|
|
(2,309
|
)
|
||
|
Net cash (used in) provided by financing activities
|
(902,614
|
)
|
|
1,643,295
|
|
||
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
1,833
|
|
|
204
|
|
||
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(616,438
|
)
|
|
952,662
|
|
||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1,586,994
|
|
|
714,033
|
|
||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
970,556
|
|
|
$
|
1,666,695
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
|
Cash paid during the period for interest
|
$
|
434,295
|
|
|
$
|
295,374
|
|
|
Cash paid during the period for income taxes
|
$
|
157,899
|
|
|
$
|
145,074
|
|
|
|
|
Assets acquired:
|
|
||
|
Current assets, excluding cash acquired
|
$
|
107,728
|
|
|
Property, plant, and equipment
|
20,818
|
|
|
|
Intangible assets
|
229,300
|
|
|
|
Goodwill
|
750,935
|
|
|
|
Other
|
2,036
|
|
|
|
Total assets acquired
|
$
|
1,110,817
|
|
|
Liabilities assumed:
|
|
||
|
Current liabilities
|
$
|
26,520
|
|
|
Other noncurrent liabilities
|
86,642
|
|
|
|
Total liabilities assumed
|
$
|
113,162
|
|
|
Net assets acquired
|
$
|
997,655
|
|
|
|
Thirteen Week Periods Ended
|
|
Thirty-Nine Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
|
Numerator for earnings per share:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
169,053
|
|
|
$
|
160,622
|
|
|
$
|
443,429
|
|
|
$
|
431,746
|
|
|
Less dividends paid on participating securities
|
—
|
|
|
—
|
|
|
(95,971
|
)
|
|
(3,000
|
)
|
||||
|
Net income applicable to common stock - basic and diluted
|
$
|
169,053
|
|
|
$
|
160,622
|
|
|
$
|
347,458
|
|
|
$
|
428,746
|
|
|
Denominator for basic and diluted earnings per share under the two-class method:
|
|
|
|
|
|
|
|
||||||||
|
Weighted average common shares outstanding
|
51,932
|
|
|
53,076
|
|
|
52,718
|
|
|
53,339
|
|
||||
|
Vested options deemed participating securities
|
2,958
|
|
|
2,756
|
|
|
3,055
|
|
|
2,924
|
|
||||
|
Total shares for basic and diluted earnings per share
|
54,890
|
|
|
55,832
|
|
|
55,773
|
|
|
56,263
|
|
||||
|
Basic and diluted earnings per share
|
$
|
3.08
|
|
|
$
|
2.88
|
|
|
$
|
6.23
|
|
|
$
|
7.63
|
|
|
|
July 1, 2017
|
|
September 30, 2016
|
||||
|
Raw materials and purchased component parts
|
$
|
510,739
|
|
|
$
|
464,410
|
|
|
Work-in-progress
|
191,246
|
|
|
188,417
|
|
||
|
Finished goods
|
135,940
|
|
|
153,253
|
|
||
|
Total
|
837,925
|
|
|
806,080
|
|
||
|
Reserves for excess and obsolete inventory
|
(94,346
|
)
|
|
(82,069
|
)
|
||
|
Inventories - Net
|
$
|
743,579
|
|
|
$
|
724,011
|
|
|
|
July 1, 2017
|
|
September 30, 2016
|
||||||||||||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
Trademarks and trade names
|
$
|
733,459
|
|
|
$
|
—
|
|
|
$
|
733,459
|
|
|
$
|
720,263
|
|
|
$
|
—
|
|
|
$
|
720,263
|
|
|
Technology
|
1,305,477
|
|
|
335,902
|
|
|
969,575
|
|
|
1,279,335
|
|
|
288,429
|
|
|
990,906
|
|
||||||
|
Order backlog
|
29,534
|
|
|
25,250
|
|
|
4,284
|
|
|
55,341
|
|
|
29,641
|
|
|
25,700
|
|
||||||
|
Other
|
63,571
|
|
|
18,275
|
|
|
45,296
|
|
|
43,331
|
|
|
15,857
|
|
|
27,474
|
|
||||||
|
Total
|
$
|
2,132,041
|
|
|
$
|
379,427
|
|
|
$
|
1,752,614
|
|
|
$
|
2,098,270
|
|
|
$
|
333,927
|
|
|
$
|
1,764,343
|
|
|
|
Gross Amount
|
|
Amortization
Period
|
||
|
Intangible assets not subject to amortization:
|
|
|
|
||
|
Goodwill
|
$
|
131,895
|
|
|
|
|
Trademarks and trade names
|
6,500
|
|
|
|
|
|
|
138,395
|
|
|
|
|
|
Intangible assets subject to amortization:
|
|
|
|
||
|
Technology
|
32,000
|
|
|
20 years
|
|
|
Order backlog
|
4,000
|
|
|
1 year
|
|
|
|
36,000
|
|
|
17.9 years
|
|
|
Total
|
$
|
174,395
|
|
|
|
|
|
Power &
Control
|
|
Airframe
|
|
Non-
aviation
|
|
Total
|
||||||||
|
Balance - September 30, 2016
|
$
|
3,247,490
|
|
|
$
|
2,376,593
|
|
|
$
|
55,369
|
|
|
$
|
5,679,452
|
|
|
Goodwill acquired during the year
|
66,633
|
|
|
65,262
|
|
|
—
|
|
|
131,895
|
|
||||
|
Purchase price allocation adjustments
|
(12,194
|
)
|
|
—
|
|
|
—
|
|
|
(12,194
|
)
|
||||
|
Currency translation adjustment
|
—
|
|
|
1,465
|
|
|
—
|
|
|
1,465
|
|
||||
|
Balance - July 1, 2017
|
$
|
3,301,929
|
|
|
$
|
2,443,320
|
|
|
$
|
55,369
|
|
|
$
|
5,800,618
|
|
|
|
July 1, 2017
|
||||||||||||||
|
|
Gross Amount
|
|
Debt Issuance Costs
|
|
Original Issue Discount or Premium
|
|
Net Amount
|
||||||||
|
Short-term borrowings—trade receivable securitization facility
|
$
|
200,000
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
199,978
|
|
|
Term loans
|
$
|
6,390,254
|
|
|
$
|
(54,737
|
)
|
|
$
|
(15,178
|
)
|
|
$
|
6,320,339
|
|
|
5 1/2% senior subordinated notes due 2020 (2020 Notes)
|
550,000
|
|
|
(3,507
|
)
|
|
—
|
|
|
546,493
|
|
||||
|
7 1/2% senior subordinated notes due 2021 (2021 Notes)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
6% senior subordinated notes due 2022 (2022 Notes)
|
1,150,000
|
|
|
(7,301
|
)
|
|
—
|
|
|
1,142,699
|
|
||||
|
6 1/2% senior subordinated notes due 2024 (2024 Notes)
|
1,200,000
|
|
|
(8,336
|
)
|
|
—
|
|
|
1,191,664
|
|
||||
|
6 1/2% senior subordinated notes due 2025 (2025 Notes)
|
750,000
|
|
|
(4,165
|
)
|
|
4,318
|
|
|
750,153
|
|
||||
|
6 3/8% senior subordinated notes due 2026 (2026 Notes)
|
950,000
|
|
|
(9,058
|
)
|
|
—
|
|
|
940,942
|
|
||||
|
|
10,990,254
|
|
|
(87,104
|
)
|
|
(10,860
|
)
|
|
10,892,290
|
|
||||
|
Less current portion
|
64,603
|
|
|
(513
|
)
|
|
—
|
|
|
64,090
|
|
||||
|
Long-term debt
|
$
|
10,925,651
|
|
|
$
|
(86,591
|
)
|
|
$
|
(10,860
|
)
|
|
$
|
10,828,200
|
|
|
|
September 30, 2016
|
||||||||||||||
|
|
Gross Amount
|
|
Debt Issuance Costs
|
|
Original Issue Discount or Premium
|
|
Net Amount
|
||||||||
|
Short-term borrowings—trade receivable securitization facility
|
$
|
200,000
|
|
|
$
|
(229
|
)
|
|
$
|
—
|
|
|
$
|
199,771
|
|
|
Term loans
|
$
|
5,288,708
|
|
|
$
|
(42,662
|
)
|
|
$
|
(11,439
|
)
|
|
$
|
5,234,607
|
|
|
2020 Notes
|
550,000
|
|
|
(4,299
|
)
|
|
—
|
|
|
545,701
|
|
||||
|
2021 Notes
|
500,000
|
|
|
(3,141
|
)
|
|
—
|
|
|
496,859
|
|
||||
|
2022 Notes
|
1,150,000
|
|
|
(8,381
|
)
|
|
—
|
|
|
1,141,619
|
|
||||
|
2024 Notes
|
1,200,000
|
|
|
(9,218
|
)
|
|
—
|
|
|
1,190,782
|
|
||||
|
2025 Notes
|
450,000
|
|
|
(4,144
|
)
|
|
—
|
|
|
445,856
|
|
||||
|
2026 Notes
|
950,000
|
|
|
(9,588
|
)
|
|
—
|
|
|
940,412
|
|
||||
|
|
10,088,708
|
|
|
(81,433
|
)
|
|
(11,439
|
)
|
|
9,995,836
|
|
||||
|
Less current portion
|
53,074
|
|
|
(429
|
)
|
|
—
|
|
|
52,645
|
|
||||
|
Long-term debt
|
$
|
10,035,634
|
|
|
$
|
(81,004
|
)
|
|
$
|
(11,439
|
)
|
|
$
|
9,943,191
|
|
|
|
|
|
July 1, 2017
|
|
September 30, 2016
|
|||||||||||||
|
|
Level
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
1
|
|
|
$
|
970,556
|
|
|
$
|
970,556
|
|
|
$
|
1,586,994
|
|
|
$
|
1,586,994
|
|
|
Interest rate cap agreements
(1)
|
2
|
|
|
8,933
|
|
|
8,933
|
|
|
4,232
|
|
|
4,232
|
|
||||
|
Interest rate swap agreements
(1)
|
2
|
|
|
2,470
|
|
|
2,470
|
|
|
—
|
|
|
—
|
|
||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Interest rate swap agreements
(2)
|
2
|
|
|
22,131
|
|
|
22,131
|
|
|
29,191
|
|
|
29,191
|
|
||||
|
Interest rate swap agreements
(3)
|
2
|
|
|
13,882
|
|
|
13,882
|
|
|
53,824
|
|
|
53,824
|
|
||||
|
Short-term borrowings - trade receivable securitization facility
(4)
|
1
|
|
|
199,978
|
|
|
199,978
|
|
|
199,771
|
|
|
199,771
|
|
||||
|
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Term loans
(4)
|
2
|
|
|
6,320,339
|
|
|
6,367,110
|
|
|
5,234,607
|
|
|
5,284,037
|
|
||||
|
2020 Notes
(4)
|
1
|
|
|
546,493
|
|
|
558,250
|
|
|
545,701
|
|
|
566,500
|
|
||||
|
2021 Notes
(4)
|
1
|
|
|
—
|
|
|
—
|
|
|
496,859
|
|
|
530,000
|
|
||||
|
2022 Notes
(4)
|
1
|
|
|
1,142,699
|
|
|
1,178,750
|
|
|
1,141,619
|
|
|
1,214,688
|
|
||||
|
2024 Notes
(4)
|
1
|
|
|
1,191,664
|
|
|
1,233,000
|
|
|
1,190,782
|
|
|
1,266,000
|
|
||||
|
2025 Notes
(4)
|
1
|
|
|
750,153
|
|
|
767,519
|
|
|
445,856
|
|
|
469,125
|
|
||||
|
2026 Notes
(4)
|
1
|
|
|
940,942
|
|
|
961,875
|
|
|
940,412
|
|
|
985,625
|
|
||||
|
(1)
|
Included in other non-current assets on the condensed consolidated balance sheet.
|
|
(2)
|
Included in accrued liabilities on the condensed consolidated balance sheet.
|
|
(3)
|
Included in other non-current liabilities on the condensed consolidated balance sheet.
|
|
(4)
|
The carrying amount of the debt instrument is presented net of the debt issuance costs in connection with the Company's adoption of ASU 2015-03. Refer to Note 8, "Debt," for gross carrying amounts.
|
|
Aggregate Notional Amount
(in millions)
|
Start Date
|
End Date
|
Related Debt
|
Conversion of Related Variable Rate Debt to Fixed Rate of:
|
|
$500
|
12/30/2016
|
12/31/2021
|
Tranche F Term Loans
|
4.9% (1.9% plus the 3% margin percentage)
|
|
$1,000
|
6/28/2019
|
6/30/2021
|
Tranche F Term Loans
|
4.8% (1.8% plus the 3% margin percentage)
|
|
$750
|
3/31/2016
|
6/30/2020
|
Tranche D Term Loans
|
5.8% (2.8% plus the 3% margin percentage)
|
|
$1,000
|
9/30/2014
|
6/30/2019
|
Tranche C Term Loans
|
5.4% (2.4% plus the 3% margin percentage)
|
|
Aggregate Notional Amount
(in millions) |
Start Date
|
End Date
|
Related Debt
|
Offsets Variable Rate Debt Attributable to Fluctuations Above:
|
|
$400
|
12/30/2016
|
12/31/2021
|
Tranche F Term Loans
|
Three month LIBO rate of 2.5%
|
|
$400
|
6/30/2016
|
6/30/2021
|
Tranche F Term Loans
|
Three month LIBO rate of 2.0%
|
|
$750
|
9/30/2015
|
6/30/2020
|
Tranche E Term Loans
|
Three month LIBO rate of 2.5%
|
|
|
|
July 1, 2017
|
|
September 30, 2016
|
||||||||||||
|
|
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
|
Interest rate cap agreements
|
|
$
|
8,933
|
|
|
$
|
—
|
|
|
$
|
4,232
|
|
|
$
|
—
|
|
|
Interest rate swap agreements
|
|
6,783
|
|
|
(40,326
|
)
|
|
—
|
|
|
(83,015
|
)
|
||||
|
Total
|
|
15,716
|
|
|
(40,326
|
)
|
|
4,232
|
|
|
(83,015
|
)
|
||||
|
Effect of counterparty netting
|
|
(4,313
|
)
|
|
4,313
|
|
|
—
|
|
|
—
|
|
||||
|
Net derivatives as classified in the balance sheet
(1)
|
|
$
|
11,403
|
|
|
$
|
(36,013
|
)
|
|
$
|
4,232
|
|
|
$
|
(83,015
|
)
|
|
(1)
|
Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements.
|
|
|
Thirteen Week Periods Ended
|
|
Thirty-Nine Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
|
Net sales to external customers
|
|
|
|
|
|
|
|
||||||||
|
Power & Control
|
$
|
504,271
|
|
|
$
|
402,137
|
|
|
$
|
1,425,105
|
|
|
$
|
1,154,837
|
|
|
Airframe
|
372,883
|
|
|
370,414
|
|
|
1,086,560
|
|
|
1,067,301
|
|
||||
|
Non-aviation
|
30,513
|
|
|
25,141
|
|
|
83,252
|
|
|
74,050
|
|
||||
|
|
$
|
907,667
|
|
|
$
|
797,692
|
|
|
$
|
2,594,917
|
|
|
$
|
2,296,188
|
|
|
|
Thirteen Week Periods Ended
|
|
Thirty-Nine Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
|
EBITDA As Defined
|
|
|
|
|
|
|
|
||||||||
|
Power & Control
|
$
|
261,025
|
|
|
$
|
197,912
|
|
|
$
|
712,338
|
|
|
$
|
552,558
|
|
|
Airframe
|
183,478
|
|
|
185,333
|
|
|
536,905
|
|
|
520,878
|
|
||||
|
Non-aviation
|
9,397
|
|
|
6,853
|
|
|
26,975
|
|
|
19,846
|
|
||||
|
Total segment EBITDA As Defined
|
453,900
|
|
|
390,098
|
|
|
1,276,218
|
|
|
1,093,282
|
|
||||
|
Unallocated corporate expenses
|
11,017
|
|
|
6,221
|
|
|
27,170
|
|
|
21,387
|
|
||||
|
Total Company EBITDA As Defined
|
442,883
|
|
|
383,877
|
|
|
1,249,048
|
|
|
1,071,895
|
|
||||
|
Depreciation and amortization expense
|
36,924
|
|
|
29,564
|
|
|
109,851
|
|
|
85,101
|
|
||||
|
Interest expense - net
|
152,227
|
|
|
120,812
|
|
|
446,073
|
|
|
344,083
|
|
||||
|
Acquisition-related costs
|
6,192
|
|
|
9,849
|
|
|
32,864
|
|
|
34,696
|
|
||||
|
Stock compensation expense
|
11,580
|
|
|
11,371
|
|
|
32,707
|
|
|
33,819
|
|
||||
|
Refinancing costs
|
345
|
|
|
15,654
|
|
|
35,936
|
|
|
15,654
|
|
||||
|
Other, net
|
547
|
|
|
2,451
|
|
|
2,615
|
|
|
(480
|
)
|
||||
|
Income before income taxes
|
$
|
235,068
|
|
|
$
|
194,176
|
|
|
$
|
589,002
|
|
|
$
|
559,022
|
|
|
|
July 1, 2017
|
|
September 30, 2016
|
||||
|
Total assets
|
|
|
|
||||
|
Power & Control
|
$
|
5,261,159
|
|
|
$
|
5,184,303
|
|
|
Airframe
|
4,024,809
|
|
|
3,922,532
|
|
||
|
Non-aviation
|
141,686
|
|
|
131,319
|
|
||
|
Corporate
|
888,782
|
|
|
1,488,123
|
|
||
|
|
$
|
10,316,436
|
|
|
$
|
10,726,277
|
|
|
|
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges
(1)
|
|
Defined benefit pension plan activity
|
|
Currency translation adjustment
|
|
Total
|
||||||||
|
Balance at September 30, 2016
|
$
|
(61,140
|
)
|
|
$
|
(24,297
|
)
|
|
$
|
(64,350
|
)
|
|
$
|
(149,787
|
)
|
|
Current-period other comprehensive gain
|
30,770
|
|
|
—
|
|
|
4,523
|
|
|
35,293
|
|
||||
|
Amounts reclassified from AOCI related to interest rate cap agreements
|
1,798
|
|
|
—
|
|
|
—
|
|
|
1,798
|
|
||||
|
Balance at July 1, 2017
|
$
|
(28,572
|
)
|
|
$
|
(24,297
|
)
|
|
$
|
(59,827
|
)
|
|
$
|
(112,696
|
)
|
|
(1)
|
Unrealized gain (loss) represents interest rate swap and cap agreements, net of taxes of
$5,002
and
$4,274
for the thirteen week periods ended
July 1, 2017
and
July 2, 2016
and
$(19,425)
and
$9,749
for the
thirty-nine week period
s ended
July 1, 2017
and
July 2, 2016
, respectively.
|
|
Description of reclassifications out of accumulated other comprehensive loss
|
|
Amount reclassified
|
||
|
Amortization from redesignated interest rate cap agreements
(1)
|
|
$
|
2,870
|
|
|
Deferred tax benefit from redesignated interest rate cap agreements
|
|
(1,072
|
)
|
|
|
Losses reclassified into earnings, net of tax
|
|
$
|
1,798
|
|
|
(1)
|
This component of accumulated other comprehensive loss is included in interest expense (see Note 11, “Derivatives and Hedging Activity,” for additional information).
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
776
|
|
|
$
|
768,641
|
|
|
$
|
5,648
|
|
|
$
|
195,491
|
|
|
$
|
—
|
|
|
$
|
970,556
|
|
|
Trade accounts receivable - Net
|
—
|
|
|
—
|
|
|
35,254
|
|
|
614,086
|
|
|
(43,335
|
)
|
|
606,005
|
|
||||||
|
Inventories - Net
|
—
|
|
|
47,591
|
|
|
575,306
|
|
|
122,782
|
|
|
(2,100
|
)
|
|
743,579
|
|
||||||
|
Prepaid expenses and other
|
—
|
|
|
34,439
|
|
|
21,832
|
|
|
10,619
|
|
|
—
|
|
|
66,890
|
|
||||||
|
Total current assets
|
776
|
|
|
850,671
|
|
|
638,040
|
|
|
942,978
|
|
|
(45,435
|
)
|
|
2,387,030
|
|
||||||
|
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES
|
(1,896,221
|
)
|
|
10,356,366
|
|
|
7,230,034
|
|
|
856,783
|
|
|
(16,546,962
|
)
|
|
—
|
|
||||||
|
PROPERTY, PLANT AND
EQUIPMENT - NET
|
—
|
|
|
16,133
|
|
|
262,445
|
|
|
47,747
|
|
|
—
|
|
|
326,325
|
|
||||||
|
GOODWILL
|
—
|
|
|
62,295
|
|
|
5,040,313
|
|
|
698,010
|
|
|
—
|
|
|
5,800,618
|
|
||||||
|
OTHER INTANGIBLE ASSETS - NET
|
—
|
|
|
27,970
|
|
|
1,458,848
|
|
|
265,796
|
|
|
—
|
|
|
1,752,614
|
|
||||||
|
OTHER
|
—
|
|
|
15,736
|
|
|
25,941
|
|
|
8,172
|
|
|
—
|
|
|
49,849
|
|
||||||
|
TOTAL ASSETS
|
$
|
(1,895,445
|
)
|
|
$
|
11,329,171
|
|
|
$
|
14,655,621
|
|
|
$
|
2,819,486
|
|
|
$
|
(16,592,397
|
)
|
|
$
|
10,316,436
|
|
|
LIABILITIES AND STOCKHOLDERS’
(DEFICIT) EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
64,090
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,090
|
|
|
Short-term borrowings - trade receivable securitization facility
|
—
|
|
|
—
|
|
|
—
|
|
|
199,978
|
|
|
—
|
|
|
199,978
|
|
||||||
|
Accounts payable
|
—
|
|
|
13,638
|
|
|
140,968
|
|
|
35,406
|
|
|
(42,932
|
)
|
|
147,080
|
|
||||||
|
Accrued liabilities
|
—
|
|
|
157,259
|
|
|
109,445
|
|
|
52,865
|
|
|
—
|
|
|
319,569
|
|
||||||
|
Total current liabilities
|
—
|
|
|
234,987
|
|
|
250,413
|
|
|
288,249
|
|
|
(42,932
|
)
|
|
730,717
|
|
||||||
|
LONG-TERM DEBT
|
—
|
|
|
10,828,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,828,200
|
|
||||||
|
DEFERRED INCOME TAXES
|
—
|
|
|
436,797
|
|
|
(544
|
)
|
|
63,212
|
|
|
—
|
|
|
499,465
|
|
||||||
|
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
41,558
|
|
|
74,965
|
|
|
36,976
|
|
|
—
|
|
|
153,499
|
|
||||||
|
Total liabilities
|
—
|
|
|
11,541,542
|
|
|
324,834
|
|
|
388,437
|
|
|
(42,932
|
)
|
|
12,211,881
|
|
||||||
|
STOCKHOLDERS’ (DEFICIT) EQUITY
|
(1,895,445
|
)
|
|
(212,371
|
)
|
|
14,330,787
|
|
|
2,431,049
|
|
|
(16,549,465
|
)
|
|
(1,895,445
|
)
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
(1,895,445
|
)
|
|
$
|
11,329,171
|
|
|
$
|
14,655,621
|
|
|
$
|
2,819,486
|
|
|
$
|
(16,592,397
|
)
|
|
$
|
10,316,436
|
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
13,560
|
|
|
$
|
1,421,251
|
|
|
$
|
8,808
|
|
|
$
|
143,375
|
|
|
$
|
—
|
|
|
$
|
1,586,994
|
|
|
Trade accounts receivable - Net
|
—
|
|
|
—
|
|
|
26,210
|
|
|
561,124
|
|
|
(10,995
|
)
|
|
576,339
|
|
||||||
|
Inventories - Net
|
—
|
|
|
42,309
|
|
|
586,648
|
|
|
96,229
|
|
|
(1,175
|
)
|
|
724,011
|
|
||||||
|
Prepaid expenses and other
|
—
|
|
|
8,209
|
|
|
27,381
|
|
|
7,763
|
|
|
—
|
|
|
43,353
|
|
||||||
|
Total current assets
|
13,560
|
|
|
1,471,769
|
|
|
649,047
|
|
|
808,491
|
|
|
(12,170
|
)
|
|
2,930,697
|
|
||||||
|
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES
|
(665,050
|
)
|
|
9,671,019
|
|
|
6,182,809
|
|
|
861,647
|
|
|
(16,050,425
|
)
|
|
—
|
|
||||||
|
PROPERTY, PLANT AND EQUIPMENT - NET
|
—
|
|
|
15,991
|
|
|
250,544
|
|
|
44,045
|
|
|
—
|
|
|
310,580
|
|
||||||
|
GOODWILL
|
—
|
|
|
68,593
|
|
|
4,952,950
|
|
|
657,909
|
|
|
—
|
|
|
5,679,452
|
|
||||||
|
OTHER INTANGIBLE ASSETS - NET
|
—
|
|
|
24,801
|
|
|
1,483,285
|
|
|
256,257
|
|
|
—
|
|
|
1,764,343
|
|
||||||
|
OTHER
|
—
|
|
|
10,319
|
|
|
24,063
|
|
|
6,823
|
|
|
—
|
|
|
41,205
|
|
||||||
|
TOTAL ASSETS
|
$
|
(651,490
|
)
|
|
$
|
11,262,492
|
|
|
$
|
13,542,698
|
|
|
$
|
2,635,172
|
|
|
$
|
(16,062,595
|
)
|
|
$
|
10,726,277
|
|
|
LIABILITIES AND STOCKHOLDERS’
(DEFICIT) EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
52,645
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,645
|
|
|
Short-term borrowings - trade receivable securitization facility
|
—
|
|
|
—
|
|
|
—
|
|
|
199,771
|
|
|
—
|
|
|
199,771
|
|
||||||
|
Accounts payable
|
—
|
|
|
15,347
|
|
|
120,455
|
|
|
31,560
|
|
|
(11,287
|
)
|
|
156,075
|
|
||||||
|
Accrued liabilities
|
—
|
|
|
159,909
|
|
|
123,646
|
|
|
60,557
|
|
|
—
|
|
|
344,112
|
|
||||||
|
Total current liabilities
|
—
|
|
|
227,901
|
|
|
244,101
|
|
|
291,888
|
|
|
(11,287
|
)
|
|
752,603
|
|
||||||
|
LONG-TERM DEBT
|
—
|
|
|
9,943,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,943,191
|
|
||||||
|
DEFERRED INCOME TAXES
|
—
|
|
|
434,013
|
|
|
(544
|
)
|
|
58,786
|
|
|
—
|
|
|
492,255
|
|
||||||
|
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
82,677
|
|
|
70,124
|
|
|
36,917
|
|
|
—
|
|
|
189,718
|
|
||||||
|
Total liabilities
|
—
|
|
|
10,687,782
|
|
|
313,681
|
|
|
387,591
|
|
|
(11,287
|
)
|
|
11,377,767
|
|
||||||
|
STOCKHOLDERS’ (DEFICIT) EQUITY
|
(651,490
|
)
|
|
574,710
|
|
|
13,229,017
|
|
|
2,247,581
|
|
|
(16,051,308
|
)
|
|
(651,490
|
)
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
(651,490
|
)
|
|
$
|
11,262,492
|
|
|
$
|
13,542,698
|
|
|
$
|
2,635,172
|
|
|
$
|
(16,062,595
|
)
|
|
$
|
10,726,277
|
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
|
NET SALES
|
$
|
—
|
|
|
$
|
102,467
|
|
|
$
|
2,168,529
|
|
|
$
|
389,347
|
|
|
$
|
(65,426
|
)
|
|
$
|
2,594,917
|
|
|
COST OF SALES
|
—
|
|
|
56,826
|
|
|
903,475
|
|
|
242,003
|
|
|
(64,501
|
)
|
|
1,137,803
|
|
||||||
|
GROSS PROFIT
|
—
|
|
|
45,641
|
|
|
1,265,054
|
|
|
147,344
|
|
|
(925
|
)
|
|
1,457,114
|
|
||||||
|
SELLING AND ADMINISTRATIVE EXPENSES
|
69
|
|
|
73,480
|
|
|
198,230
|
|
|
43,089
|
|
|
—
|
|
|
314,868
|
|
||||||
|
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
635
|
|
|
64,156
|
|
|
6,444
|
|
|
—
|
|
|
71,235
|
|
||||||
|
(LOSS) INCOME FROM OPERATIONS
|
(69
|
)
|
|
(28,474
|
)
|
|
1,002,668
|
|
|
97,811
|
|
|
(925
|
)
|
|
1,071,011
|
|
||||||
|
INTEREST EXPENSE (INCOME) - NET
|
—
|
|
|
452,867
|
|
|
(816
|
)
|
|
(5,978
|
)
|
|
—
|
|
|
446,073
|
|
||||||
|
REFINANCING COSTS
|
—
|
|
|
35,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,936
|
|
||||||
|
EQUITY IN INCOME OF SUBSIDIARIES
|
(443,498
|
)
|
|
(984,479
|
)
|
|
—
|
|
|
—
|
|
|
1,427,977
|
|
|
—
|
|
||||||
|
INCOME BEFORE INCOME TAXES
|
443,429
|
|
|
467,202
|
|
|
1,003,484
|
|
|
103,789
|
|
|
(1,428,902
|
)
|
|
589,002
|
|
||||||
|
INCOME TAX PROVISION
|
—
|
|
|
23,704
|
|
|
116,846
|
|
|
5,023
|
|
|
—
|
|
|
145,573
|
|
||||||
|
NET INCOME
|
$
|
443,429
|
|
|
$
|
443,498
|
|
|
$
|
886,638
|
|
|
$
|
98,766
|
|
|
$
|
(1,428,902
|
)
|
|
$
|
443,429
|
|
|
OTHER COMPREHENSIVE INCOME, NET OF TAX
|
37,091
|
|
|
32,569
|
|
|
16,985
|
|
|
6,753
|
|
|
(56,307
|
)
|
|
37,091
|
|
||||||
|
TOTAL COMPREHENSIVE INCOME
|
$
|
480,520
|
|
|
$
|
476,067
|
|
|
$
|
903,623
|
|
|
$
|
105,519
|
|
|
$
|
(1,485,209
|
)
|
|
$
|
480,520
|
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
|
NET SALES
|
$
|
—
|
|
|
$
|
95,373
|
|
|
$
|
1,886,907
|
|
|
$
|
329,775
|
|
|
$
|
(15,867
|
)
|
|
$
|
2,296,188
|
|
|
COST OF SALES
|
—
|
|
|
53,973
|
|
|
810,289
|
|
|
204,049
|
|
|
(15,867
|
)
|
|
1,052,444
|
|
||||||
|
GROSS PROFIT
|
—
|
|
|
41,400
|
|
|
1,076,618
|
|
|
125,726
|
|
|
—
|
|
|
1,243,744
|
|
||||||
|
SELLING AND ADMINISTRATIVE EXPENSES
|
—
|
|
|
64,091
|
|
|
164,846
|
|
|
42,574
|
|
|
—
|
|
|
271,511
|
|
||||||
|
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
1,089
|
|
|
43,828
|
|
|
8,557
|
|
|
—
|
|
|
53,474
|
|
||||||
|
(LOSS) INCOME FROM OPERATIONS
|
—
|
|
|
(23,780
|
)
|
|
867,944
|
|
|
74,595
|
|
|
—
|
|
|
918,759
|
|
||||||
|
INTEREST EXPENSE (INCOME) - NET
|
—
|
|
|
354,524
|
|
|
(751
|
)
|
|
(9,690
|
)
|
|
—
|
|
|
344,083
|
|
||||||
|
REFINANCING COSTS
|
—
|
|
|
15,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,654
|
|
||||||
|
EQUITY IN INCOME OF SUBSIDIARIES
|
(431,746
|
)
|
|
(691,148
|
)
|
|
—
|
|
|
—
|
|
|
1,122,894
|
|
|
—
|
|
||||||
|
INCOME BEFORE INCOME TAXES
|
431,746
|
|
|
297,190
|
|
|
868,695
|
|
|
84,285
|
|
|
(1,122,894
|
)
|
|
559,022
|
|
||||||
|
INCOME TAX (BENEFIT) PROVISION
|
—
|
|
|
(134,556
|
)
|
|
259,383
|
|
|
2,449
|
|
|
—
|
|
|
127,276
|
|
||||||
|
NET INCOME
|
$
|
431,746
|
|
|
$
|
431,746
|
|
|
$
|
609,312
|
|
|
$
|
81,836
|
|
|
$
|
(1,122,894
|
)
|
|
$
|
431,746
|
|
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
|
(41,531
|
)
|
|
(1,231
|
)
|
|
(449
|
)
|
|
(34,389
|
)
|
|
36,069
|
|
|
(41,531
|
)
|
||||||
|
TOTAL COMPREHENSIVE INCOME
|
$
|
390,215
|
|
|
$
|
430,515
|
|
|
$
|
608,863
|
|
|
$
|
47,447
|
|
|
$
|
(1,086,825
|
)
|
|
$
|
390,215
|
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
|
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
(69
|
)
|
|
$
|
(529,423
|
)
|
|
$
|
1,111,978
|
|
|
$
|
(27,965
|
)
|
|
$
|
695
|
|
|
$
|
555,216
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
|
(1,479
|
)
|
|
(50,480
|
)
|
|
(3,712
|
)
|
|
—
|
|
|
(55,671
|
)
|
||||||
|
Payments made in connection with acquisitions - see Note 3
|
—
|
|
|
(215,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215,202
|
)
|
||||||
|
Net cash used in investing activities
|
—
|
|
|
(216,681
|
)
|
|
(50,480
|
)
|
|
(3,712
|
)
|
|
—
|
|
|
(270,873
|
)
|
||||||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Intercompany activities
|
1,735,094
|
|
|
(751,701
|
)
|
|
(1,064,658
|
)
|
|
81,960
|
|
|
(695
|
)
|
|
—
|
|
||||||
|
Proceeds from exercise of stock options
|
18,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,046
|
|
||||||
|
Special dividend and dividend equivalent payments
|
(1,376,034
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,376,034
|
)
|
||||||
|
Treasury stock purchased
|
(389,821
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389,821
|
)
|
||||||
|
Proceeds from 2017 term loans, net
|
—
|
|
|
1,132,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,132,755
|
|
||||||
|
Repayment on term loans
|
—
|
|
|
(48,453
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,453
|
)
|
||||||
|
Cash tender and redemption of senior subordinated notes due 2021, including premium
|
—
|
|
|
(528,847
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528,847
|
)
|
||||||
|
Proceeds from additional senior subordinated notes due 2025, net
|
—
|
|
|
300,517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,517
|
|
||||||
|
Other
|
—
|
|
|
(10,777
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,777
|
)
|
||||||
|
Net cash (used in) provided by financing activities
|
(12,715
|
)
|
|
93,494
|
|
|
(1,064,658
|
)
|
|
81,960
|
|
|
(695
|
)
|
|
(902,614
|
)
|
||||||
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
1,833
|
|
|
—
|
|
|
1,833
|
|
||||||
|
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(12,784
|
)
|
|
(652,610
|
)
|
|
(3,160
|
)
|
|
52,116
|
|
|
—
|
|
|
(616,438
|
)
|
||||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
13,560
|
|
|
1,421,251
|
|
|
8,808
|
|
|
143,375
|
|
|
—
|
|
|
1,586,994
|
|
||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
776
|
|
|
$
|
768,641
|
|
|
$
|
5,648
|
|
|
$
|
195,491
|
|
|
$
|
—
|
|
|
$
|
970,556
|
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
|
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
—
|
|
|
$
|
(169,940
|
)
|
|
$
|
635,519
|
|
|
$
|
21,034
|
|
|
$
|
(4,437
|
)
|
|
$
|
482,176
|
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
|
(1,303
|
)
|
|
(21,327
|
)
|
|
(7,377
|
)
|
|
—
|
|
|
(30,007
|
)
|
||||||
|
Payments made in connection with acquisitions - see Note 3
|
—
|
|
|
(1,143,006
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,143,006
|
)
|
||||||
|
Net cash used in investing activities
|
—
|
|
|
(1,144,309
|
)
|
|
(21,327
|
)
|
|
(7,377
|
)
|
|
—
|
|
|
(1,173,013
|
)
|
||||||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Intercompany activities
|
184,135
|
|
|
391,097
|
|
|
(597,260
|
)
|
|
17,591
|
|
|
4,437
|
|
|
—
|
|
||||||
|
Proceeds from exercise of stock options
|
25,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,320
|
|
||||||
|
Dividend equivalent payments
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
||||||
|
Treasury stock repurchased
|
(207,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207,755
|
)
|
||||||
|
Proceeds from 2016 term loans, net
|
—
|
|
|
1,712,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,712,244
|
|
||||||
|
Repayment on term loans
|
—
|
|
|
(821,140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(821,140
|
)
|
||||||
|
Proceeds from senior subordinated notes due 2025, net
|
—
|
|
|
939,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
939,935
|
|
||||||
|
Other
|
—
|
|
|
(2,309
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,309
|
)
|
||||||
|
Net cash (used in) provided by financing activities
|
(1,300
|
)
|
|
2,219,827
|
|
|
(597,260
|
)
|
|
17,591
|
|
|
4,437
|
|
|
1,643,295
|
|
||||||
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
204
|
|
||||||
|
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(1,300
|
)
|
|
905,578
|
|
|
16,932
|
|
|
31,452
|
|
|
—
|
|
|
952,662
|
|
||||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1,500
|
|
|
659,365
|
|
|
7,911
|
|
|
45,257
|
|
|
—
|
|
|
714,033
|
|
||||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
200
|
|
|
$
|
1,564,943
|
|
|
$
|
24,843
|
|
|
$
|
76,709
|
|
|
$
|
—
|
|
|
$
|
1,666,695
|
|
|
|
Thirteen Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
% of Sales
|
|
July 2, 2016
|
|
% of Sales
|
||||||
|
Net sales
|
$
|
907,667
|
|
|
100.0
|
%
|
|
$
|
797,692
|
|
|
100.0
|
%
|
|
Cost of sales
|
385,896
|
|
|
42.5
|
%
|
|
354,177
|
|
|
44.4
|
%
|
||
|
Selling and administrative expenses
|
110,561
|
|
|
12.2
|
%
|
|
94,244
|
|
|
11.8
|
%
|
||
|
Amortization of intangible assets
|
23,570
|
|
|
2.6
|
%
|
|
18,629
|
|
|
2.3
|
%
|
||
|
Income from operations
|
387,640
|
|
|
42.7
|
%
|
|
330,642
|
|
|
41.4
|
%
|
||
|
Interest expense, net
|
152,227
|
|
|
16.8
|
%
|
|
120,812
|
|
|
15.1
|
%
|
||
|
Refinancing costs
|
345
|
|
|
—
|
%
|
|
15,654
|
|
|
2.0
|
%
|
||
|
Income tax provision
1
|
66,015
|
|
|
7.3
|
%
|
|
33,554
|
|
|
4.2
|
%
|
||
|
Net income
1
|
$
|
169,053
|
|
|
18.6
|
%
|
|
$
|
160,622
|
|
|
20.1
|
%
|
|
1
|
As a result of adopting ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” in the fourth quarter of fiscal 2016, the condensed consolidated financial statements for the thirteen week period ended
July 2, 2016
were recasted where presented within this Form 10-Q to reflect the impact of this standard as if the Company had adopted as of the beginning of fiscal 2016. Therefore, approximately $20,025 in quarter-to-date excess tax benefits as of
July 2, 2016
were reclassified from a component of additional paid-in-capital to a component of the income tax provision. This resulted in a decrease of $20,025 to our income tax provision and an increase of $20,025 to our net income for the thirteen week period ended
July 2, 2016
. Refer to Note 4 of the condensed consolidated financial statements for further details of the adoption of ASU 2016-09.
|
|
|
Thirty-Nine Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
% of Sales
|
|
July 2, 2016
|
|
% of Sales
|
||||||
|
Net sales
|
$
|
2,594,917
|
|
|
100.0
|
%
|
|
$
|
2,296,188
|
|
|
100.0
|
%
|
|
Cost of sales
|
1,137,803
|
|
|
43.8
|
%
|
|
1,052,444
|
|
|
45.8
|
%
|
||
|
Selling and administrative expenses
|
314,868
|
|
|
12.1
|
%
|
|
271,511
|
|
|
11.8
|
%
|
||
|
Amortization of intangible assets
|
71,235
|
|
|
2.7
|
%
|
|
53,474
|
|
|
2.3
|
%
|
||
|
Income from operations
|
1,071,011
|
|
|
41.3
|
%
|
|
918,759
|
|
|
40.0
|
%
|
||
|
Interest expense, net
|
446,073
|
|
|
17.2
|
%
|
|
344,083
|
|
|
15.0
|
%
|
||
|
Refinancing costs
|
35,936
|
|
|
1.4
|
%
|
|
15,654
|
|
|
0.7
|
%
|
||
|
Income tax provision
1
|
145,573
|
|
|
5.6
|
%
|
|
127,276
|
|
|
5.5
|
%
|
||
|
Net income
1
|
$
|
443,429
|
|
|
17.1
|
%
|
|
$
|
431,746
|
|
|
18.8
|
%
|
|
1
|
As a result of adopting ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” in the fourth quarter of fiscal 2016, the condensed consolidated financial statements for the thirty-nine week period ended
July 2, 2016
were recasted where presented within this Form 10-Q to reflect the impact of this standard as if the Company had adopted as of the beginning of fiscal 2016. Therefore, approximately $37,620 in year-to-date excess tax benefits as of
July 2, 2016
were reclassified from a component of additional paid-in-capital to a component of the income tax provision. This resulted in a decrease of $37,620 to our income tax provision and an increase of $37,620 to our net income for the thirty-nine week period ended
July 2, 2016
Refer to Note 4 of the condensed consolidated financial statements for further details of the adoption of ASU 2016-09.
|
|
•
|
Net Sales
.
Net organic sales and acquisition sales and the related dollar and percentage changes for the thirteen week periods ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirteen Week Periods Ended
|
|
|
|
% Change
Total Sales
|
|||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
||||||||
|
Organic sales
|
$
|
820.6
|
|
|
$
|
797.7
|
|
|
$
|
22.9
|
|
|
2.9
|
%
|
|
Acquisition sales
|
87.1
|
|
|
—
|
|
|
87.1
|
|
|
10.9
|
%
|
|||
|
|
$
|
907.7
|
|
|
$
|
797.7
|
|
|
$
|
110.0
|
|
|
13.8
|
%
|
|
•
|
Cost of Sales and Gross Profit
.
Cost of sales increased by
$31.7 million
, or
8.9%
, to
$385.9 million
for the thirteen week period ended
July 1, 2017
compared to
$354.2 million
for the thirteen week period ended
July 2, 2016
. Cost of sales and the related percentage of total sales for the thirteen week periods ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
% Change
|
|||||||
|
Cost of sales - excluding costs below
|
$
|
382.0
|
|
|
$
|
349.8
|
|
|
$
|
32.2
|
|
|
9.2
|
%
|
|
% of total sales
|
42.1
|
%
|
|
43.9
|
%
|
|
|
|
|
|||||
|
Inventory purchase accounting adjustments
|
1.4
|
|
|
1.3
|
|
|
0.1
|
|
|
7.7
|
%
|
|||
|
% of total sales
|
0.2
|
%
|
|
0.2
|
%
|
|
|
|
|
|||||
|
Acquisition integration costs
|
1.3
|
|
|
2.0
|
|
|
(0.7
|
)
|
|
(35.0
|
)%
|
|||
|
% of total sales
|
0.1
|
%
|
|
0.3
|
%
|
|
|
|
|
|||||
|
Stock compensation expense
|
1.2
|
|
|
1.1
|
|
|
0.1
|
|
|
9.1
|
%
|
|||
|
% of total sales
|
0.1
|
%
|
|
0.1
|
%
|
|
|
|
|
|||||
|
Total cost of sales
|
$
|
385.9
|
|
|
$
|
354.2
|
|
|
$
|
31.7
|
|
|
8.9
|
%
|
|
% of total sales
|
42.5
|
%
|
|
44.4
|
%
|
|
|
|
|
|||||
|
Gross profit
|
$
|
521.8
|
|
|
$
|
443.5
|
|
|
$
|
78.3
|
|
|
17.7
|
%
|
|
Gross profit percentage
|
57.5
|
%
|
|
55.6
|
%
|
|
1.9
|
|
|
|||||
|
•
|
Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $52.8 million for the quarter ended
July 1, 2017
, which represented gross profit of approximately 60.4% of the acquisition sales.
|
|
•
|
Organic sales growth as described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately $25.0 million for the quarter ended
July 1, 2017
.
|
|
•
|
Further increases in gross profit were due to lower acquisition integration costs of
$0.7 million
slightly offset by higher inventory purchase accounting adjustments of
$0.1 million
, and higher stock compensation expense of
$0.1 million
for the quarter ended
July 1, 2017
.
|
|
•
|
Selling and Administrative Expenses.
Selling and administrative expenses increased by
$16.4 million
to
$110.6 million
, or
12.2%
of sales, for the thirteen week period ended
July 1, 2017
from
$94.2 million
, or
11.8%
of sales, for the thirteen week period ended
July 2, 2016
. Selling and administrative expenses and the related percentage of total sales for the thirteen week periods ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
% Change
|
|||||||
|
Selling and administrative expenses - excluding costs below
|
$
|
96.7
|
|
|
$
|
77.4
|
|
|
$
|
19.3
|
|
|
24.9
|
%
|
|
% of total sales
|
10.7
|
%
|
|
9.7
|
%
|
|
|
|
|
|||||
|
Stock compensation expense
|
10.4
|
|
|
10.2
|
|
|
0.2
|
|
|
2.0
|
%
|
|||
|
% of total sales
|
1.1
|
%
|
|
1.3
|
%
|
|
|
|
|
|||||
|
Acquisition-related expenses
|
3.5
|
|
|
6.6
|
|
|
(3.1
|
)
|
|
(47.0
|
)%
|
|||
|
% of total sales
|
0.4
|
%
|
|
0.8
|
%
|
|
|
|
|
|||||
|
Total selling and administrative expenses
|
$
|
110.6
|
|
|
$
|
94.2
|
|
|
$
|
16.4
|
|
|
17.4
|
%
|
|
% of total sales
|
12.2
|
%
|
|
11.8
|
%
|
|
|
|
|
|||||
|
•
|
Amortization of Intangible Assets.
Amortization of intangible assets was
$23.6 million
for the quarter ended
July 1, 2017
compared to
$18.6 million
in the quarter ended
July 2, 2016
. The increase in amortization expense of
$5.0 million
was due to the amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the fiscal 2016 and fiscal 2017 acquisitions.
|
|
•
|
Refinancing Costs.
Refinancing costs of
$0.3 million
were recorded for the quarter ended
July 1, 2017
representing debt issuance costs expensed in connection with the debt financing activity that occurred during the quarter ended April 1, 2017 as disclosed in Note 8, "Debt," to the condensed consolidated financial statements. Refinancing costs of
$15.7 million
were recorded for the quarter ended
July 2, 2016
representing debt issuance costs expensed in connection with the debt financing activity during the third quarter of 2016.
|
|
•
|
Interest Expense-net.
Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and revolving credit facility fees slightly offset by interest income. Interest expense-net increased
$31.4 million
, or
26.0%
, to
$152.2 million
for the quarter ended
July 1, 2017
from
$120.8 million
for the comparable quarter last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $11.2 billion for the quarter ended
July 1, 2017
and approximately $8.7 billion for the quarter ended
July 2, 2016
. The increase in weighted average level of borrowings was primarily due to the issuance of the 2026 Notes for $950 million in June 2016, the incremental term loans of $950 million in June 2016, the additional net debt financing of $641 million in the first fiscal quarter of 2017 and the additional 2025 Notes offering of $300 million in the second fiscal quarter of 2017. The weighted average interest rate for cash interest payments on total borrowings outstanding at
July 1, 2017
was 5.2%.
|
|
•
|
Income Taxes
.
Income tax expense as a percentage of income before income taxes was approximately
28.1%
for the quarter ended
July 1, 2017
compared to
17.3%
for the quarter ended
July 2, 2016
. The Company’s higher effective tax rate for the thirteen week period ended
July 1, 2017
was primarily due to a smaller discrete adjustment from the application of ASU 2016-09 (see Note 4, "Recent Accounting Pronouncements," to the condensed consolidated financial statements) as it pertains to the accounting treatment of excess tax benefits on equity compensation and foreign earnings taxed at lower rates than the U.S. statutory rate.
|
|
•
|
Net Income
.
Net income increased
$8.4 million
, or
5.2%
, to
$169.0 million
for the quarter ended
July 1, 2017
compared to net income of
$160.6 million
for the quarter ended
July 2, 2016
, primarily as a result of the factors referred to above.
|
|
•
|
Earnings per Share.
Basic and diluted earnings per share was
$3.08
for the quarter ended
July 1, 2017
and
$2.88
per share for the quarter ended
July 2, 2016
. The increase in basic and diluted earnings per share of
$0.20
per share to
$3.08
per share is a result of the factors referred to above. In connection with the fourth quarter of fiscal 2016 adoption of ASU 2016-09, approximately
$20.0 million
in quarter-to-date excess tax benefits as of
July 2, 2016
were reclassified from a component
|
|
•
|
Segment Net Sales
.
Net sales by segment for the thirteen week periods ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
|
July 1, 2017
|
|
% of Sales
|
|
July 2, 2016
|
|
% of Sales
|
|
Change
|
|
% Change
|
|||||||||
|
Power & Control
|
$
|
504.3
|
|
|
55.6
|
%
|
|
$
|
402.2
|
|
|
50.4
|
%
|
|
$
|
102.1
|
|
|
25.4
|
%
|
|
Airframe
|
372.9
|
|
|
41.1
|
%
|
|
370.4
|
|
|
46.4
|
%
|
|
2.5
|
|
|
0.7
|
%
|
|||
|
Non-aviation
|
30.5
|
|
|
3.3
|
%
|
|
25.1
|
|
|
3.2
|
%
|
|
5.4
|
|
|
21.5
|
%
|
|||
|
|
$
|
907.7
|
|
|
100.0
|
%
|
|
$
|
797.7
|
|
|
100.0
|
%
|
|
$
|
110.0
|
|
|
13.8
|
%
|
|
•
|
EBITDA As Defined
.
EBITDA As Defined by segment for the thirteen week periods ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
|
July 1, 2017
|
|
% of Segment
Sales
|
|
July 2, 2016
|
|
% of Segment
Sales
|
|
Change
|
|
% Change
|
|||||||||
|
Power & Control
|
$
|
261.0
|
|
|
51.8
|
%
|
|
$
|
197.9
|
|
|
49.2
|
%
|
|
$
|
63.1
|
|
|
31.9
|
%
|
|
Airframe
|
183.5
|
|
|
49.2
|
%
|
|
185.3
|
|
|
50.0
|
%
|
|
(1.8
|
)
|
|
(1.0
|
)%
|
|||
|
Non-aviation
|
9.4
|
|
|
30.8
|
%
|
|
6.9
|
|
|
27.3
|
%
|
|
2.5
|
|
|
36.2
|
%
|
|||
|
|
$
|
453.9
|
|
|
50.0
|
%
|
|
$
|
390.1
|
|
|
48.9
|
%
|
|
$
|
63.8
|
|
|
16.4
|
%
|
|
•
|
Net Sales
.
Net organic sales and acquisition sales and the related dollar and percentage changes for the
thirty-nine week period
s ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirty-Nine Week Periods Ended
|
|
|
|
% Change
Total Sales
|
|||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
||||||||
|
Organic sales
|
$
|
2,350.6
|
|
|
$
|
2,296.2
|
|
|
$
|
54.4
|
|
|
2.4
|
%
|
|
Acquisition sales
|
244.3
|
|
|
—
|
|
|
244.3
|
|
|
10.6
|
%
|
|||
|
|
$
|
2,594.9
|
|
|
$
|
2,296.2
|
|
|
$
|
298.7
|
|
|
13.0
|
%
|
|
•
|
Cost of Sales and Gross Profit
.
Cost of sales increased by
$85.4 million
, or
8.1%
, to
$1,137.8 million
for the
thirty-nine week period
ended
July 1, 2017
compared to
$1,052.4 million
for the
thirty-nine week period
ended
July 2, 2016
. Cost of sales and the related percentage of total sales for the
thirty-nine week period
s ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirty-Nine Week Periods Ended
|
|
|
|
|
|||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
% Change
|
|||||||
|
Cost of sales - excluding costs below
|
$
|
1,110.6
|
|
|
$
|
1,031.0
|
|
|
$
|
79.6
|
|
|
7.7
|
%
|
|
% of total sales
|
42.8
|
%
|
|
44.9
|
%
|
|
|
|
|
|||||
|
Inventory purchase accounting adjustments
|
21.1
|
|
|
9.7
|
|
|
11.4
|
|
|
117.5
|
%
|
|||
|
% of total sales
|
0.8
|
%
|
|
0.4
|
%
|
|
|
|
|
|||||
|
Acquisition integration costs
|
2.8
|
|
|
7.2
|
|
|
(4.4
|
)
|
|
(61.1
|
)%
|
|||
|
% of total sales
|
0.1
|
%
|
|
0.3
|
%
|
|
|
|
|
|||||
|
Stock compensation expense
|
3.3
|
|
|
4.5
|
|
|
(1.2
|
)
|
|
(26.7
|
)%
|
|||
|
% of total sales
|
0.1
|
%
|
|
0.2
|
%
|
|
|
|
|
|||||
|
Total cost of sales
|
$
|
1,137.8
|
|
|
$
|
1,052.4
|
|
|
$
|
85.4
|
|
|
8.1
|
%
|
|
% of total sales
|
43.8
|
%
|
|
45.8
|
%
|
|
|
|
|
|||||
|
Gross profit
|
$
|
1,457.1
|
|
|
$
|
1,243.7
|
|
|
$
|
213.4
|
|
|
17.2
|
%
|
|
Gross profit percentage
|
56.2
|
%
|
|
54.2
|
%
|
|
2
|
|
|
|
||||
|
•
|
Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $145.9 million for the
thirty-nine week period
ended
July 1, 2017
, which represented gross profit of approximately 59.4% of the acquisition sales.
|
|
•
|
Organic sales growth described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately $73.3 million for the
thirty-nine week period
ended
July 1, 2017
.
|
|
•
|
Also contributing to increases in gross profit were lower acquisition integration costs of
$4.4 million
and lower stock compensation expense of
$1.2 million
charged to cost of sales for the
thirty-nine week period
ended
July 1, 2017
. Slightly offsetting the increases in gross profit was the impact of higher inventory purchase accounting adjustments of
$11.4 million
.
|
|
•
|
Selling and Administrative Expenses.
Selling and administrative expenses increased by
$43.4 million
to
$314.9 million
, or
12.1%
of sales, for the
thirty-nine week period
ended
July 1, 2017
from
$271.5 million
, or
11.8%
of sales, for the
thirty-nine week period
ended
July 2, 2016
. Selling and administrative expenses and the related percentage of total sales for the
thirty-nine week period
s ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirty-Nine Week Periods Ended
|
|
|
|
|
|||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
% Change
|
|||||||
|
Selling and administrative expenses - excluding costs below
|
$
|
276.6
|
|
|
$
|
224.4
|
|
|
$
|
52.2
|
|
|
23.3
|
%
|
|
% of total sales
|
10.7
|
%
|
|
9.8
|
%
|
|
|
|
|
|||||
|
Stock compensation expense
|
29.4
|
|
|
29.3
|
|
|
0.1
|
|
|
0.3
|
%
|
|||
|
% of total sales
|
1.1
|
%
|
|
1.3
|
%
|
|
|
|
|
|||||
|
Acquisition-related expenses
|
8.9
|
|
|
17.8
|
|
|
(8.9
|
)
|
|
(50.0
|
)%
|
|||
|
% of total sales
|
0.3
|
%
|
|
0.8
|
%
|
|
|
|
|
|||||
|
Total selling and administrative expenses
|
$
|
314.9
|
|
|
$
|
271.5
|
|
|
$
|
43.4
|
|
|
16.0
|
%
|
|
% of total sales
|
12.1
|
%
|
|
11.8
|
%
|
|
|
|
|
|||||
|
•
|
Amortization of Intangible Assets.
Amortization of intangible assets was
$71.2 million
for the
thirty-nine week period
ended
July 1, 2017
compared to
$53.5 million
in the
thirty-nine week period
ended
July 2, 2016
. The increase in amortization expense of
$17.7 million
was primarily due to the amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the fiscal 2017 and 2016 acquisitions.
|
|
•
|
Refinancing Costs.
Refinancing costs of
$35.9 million
were recorded for the thirty-nine week period ended
July 1, 2017
representing debt issuance costs expensed in connection with the debt financing activity that occurred during the quarters ended December 31, 2016 and April 1, 2017 as disclosed in Note 8, "Debt," to the condensed consolidated financial statements. Refinancing costs of
$15.7 million
were recorded for the thirty-nine week period ended
July 2, 2016
representing debt issuance costs expensed in connection with the debt financing activity that occurred during the third quarter of 2016.
|
|
•
|
Interest Expense-net.
Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and revolving credit facility fees slightly offset by interest income. Interest expense-net increased
$102.0 million
, or
29.6%
, to
$446.1 million
for the
thirty-nine week period
ended
July 1, 2017
from
$344.1 million
for the comparable
thirty-nine week period
last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $11.3 billion for the
thirty-nine week period
ended
July 1, 2017
and approximately $8.5 billion for the
thirty-nine week period
ended
July 2, 2016
. The increase in weighted average level of borrowings was primarily due to the issuance of the 2026 Notes for $950 million in June 2016, the incremental term loans of $950 million in June 2016, the additional net debt financing of $641 million in the first quarter of 2017 and the additional 2025 Notes offering of $300 million in the second quarter of 2017. The weighted average interest rate for cash interest payments on total borrowings outstanding at
July 1, 2017
was 5.2%.
|
|
•
|
Income Taxes
.
Income tax expense as a percentage of income before income taxes was approximately
24.7%
for the
thirty-nine week period
ended
July 1, 2017
compared to
22.8%
for the
thirty-nine week period
ended
July 2, 2016
. The Company’s higher effective tax rate for the
thirty-nine week period
ended
July 1, 2017
was primarily due to a smaller discrete adjustment from the application of ASU 2016-09 (see Note 4, "Recent Accounting Pronouncements," to the condensed consolidated financial statements) as it pertains to the accounting treatment of excess tax benefits on equity compensation and foreign earnings taxed at lower rates than the U.S. statutory rate.
|
|
•
|
Net Income
.
Net income increased
$11.7 million
, or
2.7%
, to
$443.4 million
for the
thirty-nine week period
ended
July 1, 2017
compared to net income of
$431.7 million
for the
thirty-nine week period
ended
July 2, 2016
, primarily as a result of the factors referred to above.
|
|
•
|
Earnings per Share.
The basic and diluted earnings per share was
$6.23
for the
thirty-nine week period
ended
July 1, 2017
and
$7.63
per share for the
thirty-nine week period
ended
July 2, 2016
. Net income for the
thirty-nine week period
ended
July 1, 2017
of
$443.4 million
was decreased by an allocation of dividends on participating securities of
$96.0 million
, or $1.72 per share, resulting in net income available to common shareholders of
$347.5 million
. Net income for the
thirty-nine
|
|
•
|
Segment Net Sales
.
Net sales by segment for the
thirty-nine week period
ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirty-Nine Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
|
July 1, 2017
|
|
% of Sales
|
|
July 2, 2016
|
|
% of Sales
|
|
Change
|
|
% Change
|
|||||||||
|
Power & Control
|
$
|
1,425.1
|
|
|
54.9
|
%
|
|
$
|
1,154.8
|
|
|
50.3
|
%
|
|
$
|
270.3
|
|
|
23.4
|
%
|
|
Airframe
|
1,086.6
|
|
|
41.9
|
%
|
|
1,067.3
|
|
|
46.5
|
%
|
|
19.3
|
|
|
1.8
|
%
|
|||
|
Non-aviation
|
83.2
|
|
|
3.2
|
%
|
|
74.1
|
|
|
3.2
|
%
|
|
9.1
|
|
|
12.3
|
%
|
|||
|
|
$
|
2,594.9
|
|
|
100.0
|
%
|
|
$
|
2,296.2
|
|
|
100.0
|
%
|
|
$
|
298.7
|
|
|
13.0
|
%
|
|
•
|
EBITDA As Defined
.
EBITDA As Defined by segment for the
thirty-nine week period
s ended
July 1, 2017
and
July 2, 2016
were as follows (amounts in millions):
|
|
|
Thirty-Nine Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
|
July 1, 2017
|
|
% of Segment
Sales
|
|
July 2, 2016
|
|
% of Segment
Sales
|
|
Change
|
|
% Change
|
|||||||||
|
Power & Control
|
$
|
712.3
|
|
|
50.0
|
%
|
|
$
|
552.6
|
|
|
47.8
|
%
|
|
$
|
159.7
|
|
|
28.9
|
%
|
|
Airframe
|
536.9
|
|
|
49.4
|
%
|
|
520.9
|
|
|
48.8
|
%
|
|
16.0
|
|
|
3.1
|
%
|
|||
|
Non-aviation
|
27.0
|
|
|
32.4
|
%
|
|
19.8
|
|
|
26.8
|
%
|
|
7.2
|
|
|
36.4
|
%
|
|||
|
|
$
|
1,276.2
|
|
|
49.2
|
%
|
|
$
|
1,093.3
|
|
|
47.6
|
%
|
|
$
|
182.9
|
|
|
16.7
|
%
|
|
Term Loans Facility
|
|
Aggregate Principal
|
|
Maturity Date
|
|
Interest Rate
|
|
Tranche C
|
|
$1,219 million
|
|
February 28, 2020
|
|
LIBO rate
(1)
+3.00%
|
|
Tranche D
|
|
$800 million
|
|
June 4, 2021
|
|
LIBO rate
(1)
+ 3.00%
|
|
Tranche E
|
|
$1,507 million
|
|
May 14, 2022
|
|
LIBO rate
(1)
+ 3.00%
|
|
Tranche F
|
|
$2,864 million
|
|
June 9, 2023
|
|
LIBO rate
(1)
+ 3.00%
|
|
(1)
|
LIBO rate is subject to a floor of 0.75%.
|
|
Senior Subordinated Notes
|
|
Aggregate Principal
|
|
Maturity Date
|
|
Interest Rate
|
|
2020 Notes
|
|
$550 million
|
|
October 15, 2020
|
|
5.50%
|
|
2022 Notes
|
|
$1,150 million
|
|
July 15, 2022
|
|
6.00%
|
|
2024 Notes
|
|
$1,200 million
|
|
July 15, 2024
|
|
6.50%
|
|
2025 Notes
|
|
$750 million
|
|
May 15, 2025
|
|
6.50%
|
|
2026 Notes
|
|
$950 million
|
|
June 15, 2026
|
|
6.375%
|
|
•
|
neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash requirements necessary to service interest payments, on our indebtedness;
|
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined reflects any cash requirements for such replacements;
|
|
•
|
the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and EBITDA As Defined;
|
|
•
|
neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element of our operations; and
|
|
•
|
EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions.
|
|
|
Thirteen Week Periods Ended
|
|
Thirty-Nine Week Periods Ended
|
||||||||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
|
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
|
Net income
|
$
|
169,053
|
|
|
$
|
160,622
|
|
|
$
|
443,429
|
|
|
$
|
431,746
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization expense
|
36,924
|
|
|
29,564
|
|
|
109,851
|
|
|
85,101
|
|
||||
|
Interest expense, net
|
152,227
|
|
|
120,812
|
|
|
446,073
|
|
|
344,083
|
|
||||
|
Income tax provision
|
66,015
|
|
|
33,554
|
|
|
145,573
|
|
|
127,276
|
|
||||
|
EBITDA
|
424,219
|
|
|
344,552
|
|
|
1,144,926
|
|
|
988,206
|
|
||||
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Inventory purchase accounting adjustments
(1)
|
1,398
|
|
|
1,250
|
|
|
21,127
|
|
|
9,670
|
|
||||
|
Acquisition integration costs
(2)
|
2,707
|
|
|
2,676
|
|
|
5,216
|
|
|
16,723
|
|
||||
|
Acquisition transaction-related expenses
(3)
|
2,087
|
|
|
5,923
|
|
|
6,521
|
|
|
8,303
|
|
||||
|
Non-cash stock compensation expense
(4)
|
11,580
|
|
|
11,371
|
|
|
32,707
|
|
|
33,819
|
|
||||
|
Refinancing costs
(5)
|
345
|
|
|
15,654
|
|
|
35,936
|
|
|
15,654
|
|
||||
|
Other, net
(6)
|
547
|
|
|
2,451
|
|
|
2,615
|
|
|
(480
|
)
|
||||
|
EBITDA As Defined
|
$
|
442,883
|
|
|
$
|
383,877
|
|
|
$
|
1,249,048
|
|
|
$
|
1,071,895
|
|
|
(1)
|
Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.
|
|
(2)
|
Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.
|
|
(3)
|
Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses; and valuation costs that are required to be expensed as incurred.
|
|
(4)
|
Represents the compensation expense recognized by TD Group under our stock incentive plans.
|
|
(5)
|
For the thirteen week period ended July 1, 2017, represents debt issuance costs expensed in conjunction with the additional 2025 Notes. For the thirty-nine week period ended July 1, 2017, represents debt issuance costs expensed in conjunction with the incremental term loan (tranche F), refinancing of the 2021 Notes and the additional 2025 Notes.
|
|
(6)
|
Primarily represents foreign currency transaction gain or loss on intercompany loans to be settled, gain or loss on sale of fixed assets and payroll withholding taxes related to dividend equivalent payments.
|
|
|
Thirty-Nine Week Periods Ended
|
||||||
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
|
(in thousands)
|
||||||
|
Net cash provided by operating activities
|
$
|
555,216
|
|
|
$
|
482,176
|
|
|
Adjustments:
|
|
|
|
||||
|
Changes in assets and liabilities, net of effects from acquisitions of businesses
|
82,507
|
|
|
100,344
|
|
||
|
Interest expense, net
(1)
|
430,543
|
|
|
332,372
|
|
||
|
Income tax provision - current
|
145,303
|
|
|
122,787
|
|
||
|
Non-cash stock compensation expense
(2)
|
(32,707
|
)
|
|
(33,819
|
)
|
||
|
Refinancing costs
(6)
|
(35,936
|
)
|
|
(15,654
|
)
|
||
|
EBITDA
|
1,144,926
|
|
|
988,206
|
|
||
|
Adjustments:
|
|
|
|
||||
|
Inventory purchase accounting adjustments
(3)
|
21,127
|
|
|
9,670
|
|
||
|
Acquisition integration costs
(4)
|
5,216
|
|
|
16,723
|
|
||
|
Acquisition transaction-related expenses
(5)
|
6,521
|
|
|
8,303
|
|
||
|
Non-cash stock compensation expense
(2)
|
32,707
|
|
|
33,819
|
|
||
|
Refinancing costs
(6)
|
35,936
|
|
|
15,654
|
|
||
|
Other, net
(7)
|
2,615
|
|
|
(480
|
)
|
||
|
EBITDA As Defined
|
$
|
1,249,048
|
|
|
$
|
1,071,895
|
|
|
(1)
|
Represents interest expense excluding the amortization of debt issuance costs and premium and discount on debt.
|
|
(2)
|
Represents the compensation expense recognized by TD Group under our stock incentive plans.
|
|
(3)
|
Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.
|
|
(4)
|
Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.
|
|
(5)
|
Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses; and valuation costs that are required to be expensed as incurred.
|
|
(6)
|
For the thirty-nine week period ended July 1, 2017, represents debt issuance costs expensed in conjunction with the incremental term loan (tranche F), refinancing of the 2021 Notes and the additional 2025 Notes.
|
|
(7)
|
Primarily represents foreign currency transaction gain or loss on intercompany loans to be settled, gain or loss on sale of fixed assets and payroll withholding taxes related to dividend equivalent payments.
|
|
Period
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
|
||||
|
April 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
May 2017
|
|
205,800
|
|
|
$
|
242.90
|
|
|
205,800
|
|
|
June 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
|
205,800
|
|
|
|
|
205,800
|
|
||
|
3.1
|
|
|
Restated Certificate of Incorporation, filed June 27, 2014, of North Hills Processing Corp. (filed herewith)
|
|
3.2
|
|
|
Bylaws of Porta Systems Corp. (now known as North Hills Signal Processing Corp.) (filed herewith)
|
|
3.3
|
|
|
Certificate of Incorporation, filed October 12, 1982, of Porta Systems Overseas Corp (now known as North Hills Signal Processing Overseas Corp) (filed herewith)
|
|
3.4
|
|
|
Certificate of Amendment to Certificate of Incorporation, filed October 6, 2010, of Porta Systems Overseas Corp (now known as North Hills Signal Processing Overseas Corp) (filed herewith)
|
|
3.5
|
|
|
Bylaws of Porta Systems Overseas Corp. (now known as North Hills Signal Processing Overseas Corp) (filed herewith)
|
|
4.1
|
|
|
Eleventh Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
|
|
4.2
|
|
|
Eighth Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
|
|
4.3
|
|
|
Eighth Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
|
|
4.4
|
|
|
Seventh Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
|
|
4.5
|
|
|
Fourth Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
|
|
10.1
|
|
|
Ninth Amendment to the Receivables Purchase Agreement dated as of August 1, 2017, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as Purchaser Agent for its Purchaser Group and as Administrator, Atlantic Asset Securitization LLC, as a Conduit Purchaser, Credit Agricole Corporate and Investment Bank, as a Committed Purchaser and as a Purchaser Agent for its and Atlantic's Purchaser Group, and Fifth Third Bank, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group
|
|
31.1
|
|
|
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
|
|
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
|
|
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2
|
|
|
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101
|
|
|
Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
/s/ W. Nicholas Howley
|
|
Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
|
|
August 8, 2017
|
|
W. Nicholas Howley
|
|
|
||
|
|
|
|
|
|
|
/s/ Terrance M. Paradie
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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August 8, 2017
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Terrance M. Paradie
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EXHIBIT NO.
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DESCRIPTION
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3.1
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Restated Certificate of Incorporation, filed June 27, 2014, of North Hills Processing Corp. (filed herewith)
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3.2
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Bylaws of Porta Systems Corp. (now known as North Hills Signal Processing Corp.) (filed herewith)
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3.3
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Certificate of Incorporation, filed October 12, 1982, of Porta Systems Overseas Corp (now known as North Hills Signal Processing Overseas Corp) (filed herewith)
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3.4
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Certificate of Amendment to Certificate of Incorporation, filed October 6, 2010, of Porta Systems Overseas Corp (now known as North Hills Signal Processing Overseas Corp) (filed herewith)
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3.5
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Bylaws of Porta Systems Overseas Corp. (now known as North Hills Signal Processing Overseas Corp) (filed herewith)
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4.1
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Eleventh Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
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4.2
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Eighth Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
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4.3
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Eighth Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
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4.4
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Seventh Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
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4.5
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Fourth Supplemental Indenture, dated as of May 9, 2017, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed herewith)
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10.1
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Ninth Amendment to the Receivables Purchase Agreement dated as of August 1, 2017, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as Purchaser Agent for its Purchaser Group and as Administrator, Atlantic Asset Securitization LLC, as a Conduit Purchaser, Credit Agricole Corporate and Investment Bank, as a Committed Purchaser and as a Purchaser Agent for its and Atlantic's Purchaser Group, and Fifth Third Bank, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group
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31.1
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Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101
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Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Customers
| Customer name | Ticker |
|---|---|
| FedEx Corporation | FDX |
| Aerojet Rocketdyne Holdings, Inc. | AJRD |
| Southwest Airlines Co. | LUV |
| United Airlines Holdings, Inc. | UAL |
| United Parcel Service, Inc. | UPS |
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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