avatar Transdigm, Inc. Manufacturing
  • Location: Ohio 
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    Onward & Upward 2 016 ANNUAL RE PORT


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    TRANSDIGM GROUP INCORPORATED (NYSE: TDG) is a leading global producer, designer and supplier of engineered aerospace components, systems and subsystems. Our products are customized to meet specific needs of aircraft operators and airframe manufacturers and are largely proprietary to TransDigm. Our parts are represented in nearly every commercial and military aircraft in service today. This worldwide installed base of an estimated 95,000 aircraft represents a reliable recurring stream of aftermarket revenue. Onward & Upward Our highly consistent business model, continues to create significant intrinsic value for our shareholders. Since our IPO in 2006, total enterprise value has grown at a compound annual rate of more than 30%. Steady growth in passenger traffic, our strong position on diverse and growing platforms, and significant opportunities to complete accretive acquisitions give us confidence that we can continue our onward and upward trajectory of profitable performance. $3,171 $10.39 $1,495 $11.49 $586 $2,707 $1,234 $9.01 $2,373 $447 $7.84 $1,073 $7.76 $1,924 $6.90 $900 $6.67 $5.97 $1,700 $325 $809 $307 $303 $3.16 $2.39 12 13 14 15 16 12 13 14 15 16 12 13 14 15 16 12 13 14 15 16 12 13 14 15 16 SALES NET INCOME EARNINGS ADJUSTED EBITDA (in millions) (in millions) PER SHARE EARNINGS AS DEFINED2 PER SHARE1 (in millions) 1 Adjusted Net Income is a non-GAAP financial measure presented here as supplemental disclosure to net income and reported results. Please see a reconciliation of Adjusted Net Income to net income immediately following the Form 10-K incorporated in this annual report. Adjusted Earnings per Share is defined as Adjusted Net Income divided by diluted shares outstanding. 2 EBITDA As Defined is a non-GAAP financial measure presented here as supplemental disclosure to net income and reported results. For a presentation of the most directly comparable GAAP measure and a reconciliation of EBITDA As Defined, please see page 21 of the Form 10-K incorporated in this annual report, under Item 6, Selected Financial Data. This annual report contains forward-looking statements. These statements are based on certain assumptions and management’s current knowledge. Accordingly, we caution you not to unduly rely on forward-looking statements, which speak only as of the date hereof. We intend these statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “expect,” “anticipate,” “believe,” and similar expressions are intended to identify forward-looking statements. We caution you that forward-looking statements involve risks and uncertainties that could cause actual results to vary from those statements. For a discussion of these risks see “Risk Factors” on page 8 of the Form 10-K incorporated in this annual report.


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    Fellow Shareholders: Fiscal 2016 was the tenth anniversary of our aftermarket was partially offset by weakness in initial public offering and another year of strong the smaller business jet, helicopter and freighter value creation for our shareholders. Adjusted markets. Defense revenues for the year were earnings per share and EBITDA As Defined, modestly better than we anticipated. key metrics of value creation, both grew by Net income for fiscal 2016 increased 31% over more than 20%. We acquired three proprietary last year to $586 million, or $10.39 per share. aerospace businesses for approximately On an adjusted basis, net income rose 27% $1.4 billion in purchase price. We also returned to $645 million, or $11.49 per share, compared about $1.6 billion to our shareholders in the W. Nicholas Howley, to fiscal 2015. form of approximately $200 million of share Chief Executive Officer and Chairman of the Board of Directors repurchases and a $1.4 billion special dividend EBITDA As Defined, a meaningful indicator paid in early 2017. Shareholder return for of operating performance, increased 21% fiscal 2016 was an impressive 36%. to $1.5 billion over last year. Our EBITDA As Defined margin remained strong at 47.1%. All this was accomplished while continuing Fiscal 2016 EBITDA As Defined margin, without to create real intrinsic value. We again invested dilution of the acquisitions purchased in 2015 fully in our new and existing businesses to and 2016, was approximately 49%, up 2.5 continue producing innovative proprietary margin points from last year. The margins in products, and we successfully integrated a our core businesses again improved year over number of recent acquisitions – all while year, reflecting the power of our steady value maintaining our financial flexibility. We were generation strategy. once again named to Forbes’ list of the world’s most innovative companies. The award Shareholder return CREATING VALUE: identifies TransDigm as one of the top 100 UNIQUE BUSINESS MODEL global companies for innovation. We are for fiscal 2016 This strong performance reflects the ability the only European or American aerospace of our uniquely consistent business model was an impressive company so recognized. CREATING VALUE: CONSISTENTLY PROFITABLE and strategy to create and sustain intrinsic shareholder value through all phases of the aerospace market cycle. 36% Fiscal 2016 net sales rose 17% to $3.17 billion, Proprietary products generate about 90% from $2.7 billion in fiscal 2015. Our commercial of our sales, and about 80% of our sales come business, which accounts for about 70% of from products for which we believe we are revenue, increased over the prior year. Growth the sole source provider. More than half of our in both the commercial transport OEM and revenues and a higher percent of our EBITDA $600 FIVE-YEAR TOTAL RETURN TransDigm Group Inc. S&P MidCap 400 S&P Aerospace & Defense Index 500 S&P MidCap 400 Index S&P 500 Index 400 This graph compares the cumulative total return of a hypothetical investment in the shares of common stock of TransDigm Group with the cumulative total 300 return of the same hypothetical investment in the S&P MidCap 400 S&P Aerospace & Defense Index, 200 S&P MidCap 400 Index and S&P 500 Index. The values are based on the respective market prices of each on the dates shown. This assumes an initial 100 investment of $100 on September 30, 2011, including reinvestment of dividends. 0 9/11 9/12 9/13 9/14 9/15 9/16 1 TRANSDIGM 2016


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    come from aftermarket sales. Aftermarket revenues have historically produced a higher Creating Value Through New Business gross margin and have provided relative and Product Innovation stability through the aerospace and defense cycles. TransDigm’s business units continue to develop innovative product solutions for the Company’s broad base of customers. Here are some examples: Our longstanding goal is to give our sharehold- ers private equity-like returns with the liquidity ADELWIGGINS was awarded both the fuel and hydraulic lightning isolators for the new of a public market. To do this, we stay focused Boeing 777X aircraft and the Bombardier Global 7000 and 8000 programs. These parts on both the basic elements of value creation protect the aircraft in the event of a lightning strike by preventing high electric energy as well as careful management of our balance from flowing through the fuel and hydraulic lines within the fuel tanks. These isolators are sheet. We follow a consistent long-term increasingly important on new composite-skin aircraft. strategy: AERO FLUID PRODUCTS was selected by Pratt and Whitney to supply the Oil Control › We own and operate proprietary aerospace Manifold for the Airbus A320neo platform leveraging their expertise in integrating businesses with significant aftermarket system valves, providing for line replaceable units for improved maintenance access, content. and eliminating oil line assemblies and leakage concerns with weight reductions. › We have a simple, well-proven operating PNEUDRAULICS was awarded components in four major hydraulic system areas by methodology based on our three value Textron Aviation for the Cessna Longitude Program. The new awards consisted of driver concepts: profitable new business, improvements to our cost structure and hydraulic components for spoiler actuation, brake systems, landing gear and central value-based pricing. hydraulic systems. Additionally, this represents the largest total shipset award for PneuDraulics to date. › We maintain a decentralized organization structure that keeps us close to the TELAIR US CARGO GROUP was able to overcome a difficult engineering challenge on customer and a compensation system the Airbus A400M and recently upgraded the design of the X-Lock cargo lockdown that is closely aligned with shareholders. mechanism, which holds containers in place during flight. This retrofit program is a This enables us to attract and retain one-time upgrade and will become part of the OEM package sold to Airbus going entrepreneurial managers who think forward. We anticipate normal defense aftermarket demand for maintenance and act like owners. of this critical cargo handling system. › We execute a focused and disciplined acquisition process, buying proprietary aerospace businesses where we see a clear path to value creation. › We remain appropriately leveraged to optimize shareholder returns. Fuel and Hydraulic Oil Control Landing Gear X-Lock Cargo Lighting Isolators Manifold Control Manifold Lockdown Mechanism We view our capital structure and the efficient allocation of capital as a key part of creating shareholder value. We are willing to increase our debt leverage when we see good opportu- nities or view our leverage as suboptimal for value creation. We also are willing to return money to our shareholders when and if that seems an appropriate way to create value. Our capital allocation choices over the past three years of distinct business environments reflect our willingness to manage our capital structure to take advantage of current business and capital market environments. Dollars per shipset content on new aircraft platforms exceeds content on predecessor aircraft. 2-3 TRANSDIGM 2016


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    In fiscal 2014, with limited acquisition aerospace and defense vehicles; and announced when Terry Paradie was opportunities that met our criteria, we Young & Franklin and the subsidiary appointed Chief Financial Officer in 2015. returned about $1.6 billion to our shareholders Tactair Fluid Controls, which manufacture We are extremely grateful for Greg’s in the form of a special dividend and modest highly engineered valves and actuators. leadership and partnership. share repurchase program. Fiscal 2015 The 2016 acquisitions are all consistent John Leary has also been with TransDigm we saw a number of attractive acquisition with our disciplined focus. The integration for about the same 16 years. Like Greg, candidates. We acquired $1.6 billion of of those acquisitions is proceeding well and he has been a substantial contributor to proprietary aerospace businesses that met our meeting our expectation for value creation. the outstanding growth of TransDigm over strategic and shareholder return requirements. Since TransDigm’s founding in 1993, the that period. John served as President of a In fiscal 2016, we acquired another $1.4 billion company has acquired 58 businesses, including number of our larger divisions and driven of attractive aerospace businesses. The 43 since the IPO in 2006. The ability to quickly substantial value creation in these businesses. combination of our usual high cash flow and integrate acquired businesses and improve He has also been a key member of the senior continuing attractive credit markets allowed their margins is critical to our business strategy, management team as Executive Vice President. us also to return $1.6 billion more to our propelling us ever onward and upward. John will continue to assist us on an as-needed shareholders through share repurchases and basis with interim management and training. large special dividend, paid out in early 2017. MANAGEMENT CHANGES We are very grateful for his leadership over In total, over the last three years, we have Effective January 1, 2017, Kevin Stein, the last 16 years. returned $3.2 billion to our shareholders. previously Chief Operating Officer of the Power segment, was appointed President In summary, 2016 was a good and busy In that same period, we made nine acquisitions and Chief Operating Officer of TransDigm year for TransDigm. I’m confident with our for about $3.3 billion. We also invested in Group Incorporated. He is responsible consistent value-focused strategy and strong our existing businesses, kept a healthy for almost all aspects of the Company’s mix of business we can continue to create balance sheet and have sufficient capacity operations. Bob Henderson, who was long-term intrinsic value for our investors. for additional acquisitions. Since our IPO in Chief Operating Officer of the Airframe We thank our shareholders for their investment, 2006, TransDigm’s total return to shareholders segment, is now Vice Chairman of the our customers for choosing TransDigm, and totals almost 1,400%. Company. He will continue to oversee select our managers and employees for their hard CREATING VALUE: operating units and will be more focused work and dedication. We look forward to ACQUISITIONS AND INTEGRATION on acquisition, integration and business reporting to you on our progress during 2017. We raised $3.8 billion during fiscal 2016 development activities. Kevin and Bob and early 2017, primarily to fund acquisitions Sincerely, are valued members of our executive and pay the special dividend. At the end management team and esteemed partners of fiscal 2016 (September 30, 2016), based and advisers to me as I continue in the role on the current capital market conditions and of Chairman and Chief Executive Officer. adjusting for the $1.4 billion special dividend and recent financing, we have adequate Two members of our management team capacity to make more than $1 billion of have recently retired: Greg Rufus, Senior W. Nicholas Howley Chief Executive Officer and additional acquisitions without issuing equity. Executive Vice President and former Chairman of the Board of Directors This capacity grows steadily to more than Chief Financial Officer, and John Leary, January 20, 2017 $2 billion as the year proceeds. We will Executive Vice President and Acting continue to evaluate acquisition opportunities President of Adams Rite Aerospace, Inc., that meet our selective criteria. a TransDigm Group company. We acquired three proprietary aerospace Greg Rufus served as a major contributor businesses in 2016: Breeze-Eastern, a during his 16 years with the company, leading global designer and manufacturer helping it to grow enterprise value from of high performance lifting and pulling devices $400 million to $25 billion, transitioning from for military and civilian aircraft; Data Device a private company to a NYSE-listed member Corporation, the world leader in the design and of the S&P 500 and completing approximately manufacture of high reliability data bus control 50 acquisitions, among many other accom- components and systems products for plishments. Greg’s retirement was previously


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    Proven Strategy. Proven Performance. Our value-focused strategy and strong mix of businesses, driven by a steady increase in revenue passenger miles, continues to deliver long-term growth while creating intrinsic value for shareholders. Shareholders have realized a total return of almost 1,400% since our IPO in 2006. FORECAST Source: June 2016 Airline Monitor 4 TRANSDIGM 2016


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    TransDigm Business Groups ADAMS RITE AEROSPACE ARKWIN INDUSTRIES John F. Leary, David French, President Acting President Precision hydraulic and fuel system Cockpit security systems, aircraft components hardware, cabin lighting, water faucets Westbury, New York and systems and throttle quadrants Fullerton, California AVIONIC INSTRUMENTS Vincent Ciolli, President ADELWIGGINS GROUP Power conversion equipment, including Jeff Zielinski, President static inverters, frequency converters Flexible fluid line connectors, special and transformer rectifiers connectors and quick disconnects, Avenel, New Jersey heaters, hoses, refueling systems and clamps AVTECHTYEE Los Angeles, California Harry Ray, President Flight deck audio, metallic and carbon TM AERO FLUID PRODUCTS fiber composite engineered structural Paula Wheeler, President rods and power control products Fuel, hydraulic and pneumatic valves; Everett, Washington fluid regulator systems Painesville, Ohio BREEZE EASTERN Rodger Hahneman, President AEROCONTROLEX GROUP Rescue hoists, winches, cargo hooks Todd Loschelder, President and weapons-handling systems Fuel, hydraulic and lubrication pumps; Whippany, New Jersey mechanical controls and gear box actuators CDA INTERCORP South Euclid, Ohio Joseph K. Grote, President Specialized controllable drive actuators, AEROSONIC motors, transducers and gearing Joseph K. Grote, President for technologically advanced control Air data sensing, test and display systems components Deerfield Beach, Florida Clearwater, Florida CHAMPION AEROSPACE AIRBORNE SYSTEMS Jason Marlin, President EUROPE Igniters, exciters, and leads for turbine Chris Rowe, President engines, spark plugs, oil filters and Naval decoys, emergency escape ignition harnesses for reciprocating systems and other related products engines Llangeinor and Bridgend, Wales UK Liberty, South Carolina AIRBORNE SYSTEMS DATA DEVICE CORP NORTH AMERICA Vincent Buffa, President Bryce Wiedeman, President Data bus, motion control and Military parachutes, cargo aerial solid-state power controller products delivery systems and other related Bohemia, New York products Pennauken, New Jersey DUKES AEROSPACE Scott Cummings, President AMSAFE PASSENGER RESTRAINTS Fuel pumps, solenoids, pneumatic Herb Mardany, President valves and cabin pressure control Passenger seatbelts and unique systems seatbelt airbag applications Northridge, California Phoenix, Arizona ELECTROMECH TECHNOLOGIES AMSAFE RESTRAINTS & SPECIALTY DEVICES Patrick O’Brien, President Ian Kentfield, President Electromechanical equipment including Airframe barrier nets, lightweight cargo actuators, motors, blowers, valves, nets, fire containment covers and liquid level sensors and electronics Tarian ballistic shields Wichita, Kansas Bridport, Dorset UK


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    ELEKTRO-METALL EXPORT SKURKA AEROSPACE Uwe Basler, President Michael Barnaba, President Electromechanical actuators, electrical AC/DC motors, fans, blowers, speed and electromechanical components and transducers and tachometers assemblies Camarillo, California Ingolstadt, Germany TACTAIR / HARCO YOUNG & FRANKLIN Patrick Murphy, President Michael Yates, President Engine thermocouples, sensors, cable Hydraulic and pneumatic valves assemblies, and air data systems and actuators Branford, Connecticut Liverpool, New York HARTWELL TECHNICAL AIRBORNE Michael Couitt, President COMPONENTS Access latches, latching systems, Dirk Dhooge, President complex door assemblies and other Custom-engineered control, structural assemblies for aircraft and system rods Placentia, California Milmort, Belgium MARATHONNORCO TELAIR INTERNATIONAL AEROSPACE Marko Enderlein, President Sergio Rodriguez, President Containerized cargo handling systems Nickel-cadmium batteries, battery and unit load devices chargers, hold-open rods, support struts Miesbach, Germany and coupling devices Waco, Texas TELAIR US CARGO SYSTEMS Timothy Dumbauld, President NORDISK AVIATION Onboard cargo handling systems Neal McKeever, President Goldsboro, North Carolina Air transport cargo containers Holmestrand, Norway WHIPPANY ACTUATION SYSTEMS Rodrigo Rubiano, President PEXCO AEROSPACE Electromechanical motion control Joseph Glover, President subsystems including control electron- Extruded plastic interior parts ics, motors, high power mechanical Yakima, Washington transmissions and actuators Whippany, New Jersey PNEUDRAULICS Dain Miller, President Pneumatic and hydraulic components Rancho Cucamonga, California SCHNELLER Alex Feil, President Decorative laminates and non-textile flooring for all commercial aircraft platforms Kent, Ohio SHIELD RESTRAINTS SYSTEMS Brian Babin, President Specialty vehicle restraint products Elkhart, Indiana


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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32833 TransDigm Group Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 41-2101738 (I.R.S. Employer Identification No.) 1301 East 9th Street, Suite 3000, Cleveland, Ohio 44114 (Address of principal executive offices) (Zip Code) (216) 706-2960 (Registrants’ telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock New York Stock Exchange (Title) (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March 31, 2016, based upon the last sale price of such voting and non-voting common stock on that date, was $10,869,510,353. The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 53,347,732 as of November 6, 2016. Documents incorporated by reference: The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2017 Annual Meeting of Stockholders.


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    TABLE OF CONTENTS Page PART I ITEM 1 BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 1A RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ITEM 1B UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ITEM 2 PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ITEM 3 LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 PART II ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . 19 ITEM 6 SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . 48 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . 48 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 ITEM 9A CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 ITEM 9B OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . 51 ITEM 11 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . 53 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . 54 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . 79


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    Special Note Regarding Forward-Looking Statements This report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 27A of the Securities Act of 1933, as amended. Discussions containing such forward-looking statements may be found in Items 1, 1A, 2, 3, 5, 7 and 7A hereof and elsewhere within this Report generally. In addition, when used in this Report, the words “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning are intended to identify forward-looking statements. Although the Company (as defined below) believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made in this Report. The more important of such risks and uncertainties are set forth under the caption “Risk Factors” and elsewhere in this Report. Many such factors are outside the control of the Company. Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We do not undertake, and specifically decline, any obligation, to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Important factors that could cause actual results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K include but are not limited to: the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; future geopolitical or other worldwide events; cyber-security threats and natural disasters; our reliance on certain customers; the U.S. defense budget and risks associated with being a government supplier; failure to maintain government or industry approvals; failure to complete or successfully integrate acquisitions; our indebtedness; potential environmental liabilities; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; risks and costs associated with our international sales and operations; and other factors. In this report, the term “TD Group” refers to TransDigm Group Incorporated, which holds all of the outstanding capital stock of TransDigm Inc. The terms “Company,” “TransDigm,” “we,” “us,” “our” and similar terms refer to TD Group, together with TransDigm Inc. and its direct and indirect subsidiaries. References to “fiscal year” mean the year ending or ended September 30. For example, “fiscal year 2016” or “fiscal 2016” means the period from October 1, 2015 to September 30, 2016. PART I ITEM 1. BUSINESS The Company TransDigm Inc. was formed in 1993 in connection with a leveraged buyout transaction. TD Group was formed in 2003 to facilitate a leveraged buyout of TransDigm Inc. The Company was owned by private equity funds until its initial public offering in 2006. TD Group’s common stock is publicly traded on the New York Stock Exchange, or NYSE, under the ticker symbol “TDG.” We believe we are a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Our business is well diversified due to the broad range of products we offer to our customers. We estimate that about 90% of our net sales for fiscal year 2016 were generated by proprietary products. In addition, for fiscal year 2016, we estimate that we generated about 80% of our net sales from products for which we are the sole source provider. Most of our products generate significant aftermarket revenue. Once our parts are designed into and sold on a new aircraft, we generate net sales from aftermarket consumption over the life of that aircraft, which is 1


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    generally estimated to be approximately 25 to 30 years. A typical platform can be produced for 20 to 30 years, giving us an estimated product life cycle in excess of 50 years. We estimate that approximately 54% of our net sales in fiscal year 2016 were generated from aftermarket sales, the vast majority of which come from the commercial and military aftermarkets. These aftermarket revenues have historically produced a higher gross margin and been more stable than sales to original equipment manufacturers, or OEMs. Products We primarily design, produce and supply highly engineered proprietary aerospace components (and certain systems/subsystems) with significant aftermarket content. We seek to develop highly customized products to solve specific needs for aircraft operators and manufacturers. We attempt to differentiate ourselves based on engineering, service and manufacturing capabilities. We typically choose not to compete for non-proprietary “build to print” business because it frequently offers lower margins than proprietary products. We believe that our products have strong brand names within the industry and that we have a reputation for high quality, reliability and customer support. Our business is well diversified due to the broad range of products that we offer to our customers. Some of our more significant product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices and cargo loading, handling and delivery systems. Segments The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation. The Power & Control segment includes operations that primarily develop, produce and market systems and components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. Major product offerings include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, databus and power controls, high performance hoists, winches and lifting devices and cargo loading and handling systems. Primary customers of this segment are engine and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the OEM and aftermarket market channels. The Airframe segment includes operations that primarily develop, produce and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. Major product offerings include engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes and cargo delivery systems. Primary customers of this segment are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the OEM and aftermarket market channels. The Non-aviation segment includes operations that primarily develop, produce and market products for non- aviation markets. Major product offerings include seat belts and safety restraints for ground transportation 2


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    applications, mechanical/electro-mechanical actuators and controls for space applications, and refueling systems for heavy equipment used in mining, construction and other industries. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers and manufacturers of heavy equipment used in mining, construction and other industries. For financial information about our segments, see Note 16, “Segments” to our consolidated financial statements included herein. Sales and Marketing Consistent with our overall strategy, our sales and marketing organization is structured to continually develop technical solutions that meet customer needs. In particular, we attempt to focus on products and programs that will lead to high-margin, repeatable sales in the aftermarket. We have structured our sales efforts along our major product offerings, assigning a business unit manager to certain products. Each business unit manager is expected to grow the sales and profitability of the products for which he or she is responsible and to achieve the targeted annual level of bookings, sales, new business and profitability for such products. The business unit managers are assisted by account managers and sales engineers who are responsible for covering major OEM and aftermarket accounts. Account managers and sales engineers are expected to be familiar with the personnel, organization and needs of specific customers to achieve total bookings and new business goals at each account and, together with the business unit managers, to determine when additional resources are required at customer locations. Most of our sales personnel are evaluated, in part, on their bookings and their ability to identify and obtain new business opportunities. Though typically performed by employees, the account manager function may be performed by independent representatives depending on the specific customer, product and geographic location. We also use a number of distributors to provide logistical support as well as serve as a primary customer contact with certain smaller accounts. Our major distributors are Aviall, Inc. (a subsidiary of The Boeing Company) and Satair A/S (a subsidiary of Airbus S.A.S.). Manufacturing and Engineering We maintain 57 principal manufacturing facilities. Most of our manufacturing facilities are comprised of manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance. We continually strive to improve productivity and reduce costs, including rationalization of operations, developing improved control systems that allow for accurate accounting and reporting, investing in equipment, tooling, information systems and implementing broad-based employee training programs. Management believes that our manufacturing systems and equipment contribute to our ability to compete by permitting us to meet the rigorous tolerances and cost sensitive price structure of aircraft component customers. We attempt to differentiate ourselves from our competitors by producing uniquely engineered products with high quality and timely delivery. Our engineering costs are recorded in cost of sales and in selling and administrative expenses and research and development costs are recorded in selling and administrative expenses in our consolidated statements of income. The aggregate of engineering expense and research and development expense represents approximately 7% of our operating units’ aggregate costs, or approximately 4% of our consolidated net sales. Our proprietary products, and particularly our new product initiatives, are designed by our engineers and are intended to serve the needs of the aircraft component industry. These proprietary designs must withstand the extraordinary conditions and stresses that will be endured by products during use and meet the rigorous demands of our customers’ tolerance and quality requirements. We use sophisticated equipment and procedures to comply with quality requirements, specifications and Federal Aviation Administration (“FAA”) and OEM requirements. We perform a variety of testing procedures as 3


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    required by our customers, such as testing under different temperature, humidity and altitude levels, shock and vibration testing and X-ray fluorescent measurement. These procedures, together with other customer approved techniques for document, process and quality control, are used throughout our manufacturing facilities. Refer to Note 3, “Summary of Significant Accounting Policies” to the consolidated financial statements included herein with respect to total costs of research and development, which is incorporated herein by reference. Customers We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which accounts for approximately 37% of total sales; the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which accounts for approximately 29% of total sales; and the defense market, which accounts for approximately 30% of total sales. Non-aerospace sales comprise approximately 4% of our total sales. Our customers include: (1) distributors of aerospace components; (2) worldwide commercial airlines, including national and regional airlines; (3) large commercial transport and regional and business aircraft OEMs; (4) various armed forces of the United States and friendly foreign governments; (5) defense OEMs; (6) system suppliers; and (7) various other industrial customers. For the year ended September 30, 2016, Airbus S.A.S. (which includes Satair A/S, a distributor of commercial aftermarket parts to airlines throughout the world) accounted for approximately 13% of our net sales and The Boeing Company (which includes Aviall, Inc., also a distributor of commercial aftermarket parts to airlines throughout the world) accounted for approximately 12% of our net sales. Our top ten customers for fiscal year 2016 accounted for approximately 45% of our net sales. Products supplied to many of our customers are used on multiple platforms. Active commercial production programs include the Boeing 737, 747, 767, 777 and 787, the Airbus A318/19/20/21 (including neo), A330/A340, A350 and A380, the Bombardier CRJ’s, Challenger and Learjets, the Embraer RJ’s, the Cessna Citation family, the Raytheon Premier and Hawker and most Gulfstream airframes. Military platforms include aircraft such as the Boeing C-17, F-15, F-18, P-8 and V-22, the Airbus A400M, the Lockheed Martin C-130J, F-16 and F-35 Joint Strikefighter, the Northrop Grumman E-2C Hawkeye, the Sikorsky UH-60 helicopter, CH-47 Chinook and AH-64 Apache helicopters, the General Atomics Predator Drone and the Raytheon Patriot Missile. TransDigm has been awarded numerous contracts for the development of engineered products for production on the Airbus A330neo, the Boeing 737 MAX and 777X, the Embraer 175/190/195 E2, the Sikorsky S-97 and JMR helicopter. The markets in which we sell our products are, to varying degrees, cyclical and have experienced upswings and downturns. The demand for our commercial aftermarket parts and services depends on, among other things, the breadth of our installed OEM base, revenue passenger miles (“RPMs”), the size and age of the worldwide aircraft fleet and, to a lesser extent, airline profitability. The demand for defense products is specifically dependent on government budget trends, military campaigns and political pressures. Competition The niche markets within the aerospace industry that we serve are relatively fragmented and we face several competitors for many of the products and services we provide. Due to the global nature of the commercial aircraft industry, competition in these categories comes from both U.S. and foreign companies. Competitors in our product offerings range in size from divisions of large public corporations to small privately-held entities with only one or two components in their entire product portfolios. We compete on the basis of engineering, manufacturing and marketing high quality products, which we believe meet or exceed the performance and maintenance requirements of our customers, consistent and timely delivery, and superior customer service and support. The industry’s stringent regulatory, certification and technical requirements, and the investments necessary in the development and certification of products, create 4


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    barriers to entry for potential new competitors. As long as customers receive products that meet or exceed expectations and performance standards, we believe that they will have a reduced incentive to certify another supplier because of the cost and time of the technical design and testing certification process. In addition, we believe that the availability, dependability and safety of our products are reasons for our customers to continue long-term supplier relationships. Government Contracts Companies engaged in supplying defense-related equipment and services to U.S. Government agencies are subject to business risks specific to the defense industry. These risks include the ability of the U.S. Government to unilaterally: (1) suspend us from receiving new contracts based on alleged violations of procurement laws or regulations; (2) terminate existing contracts; (3) reduce the value of existing contracts; (4) audit our contract- related costs and fees, including allocated indirect costs; and (5) control and potentially prohibit the export of our products. Governmental Regulation The commercial aircraft component industry is highly regulated by the FAA in the United States and by the Joint Aviation Authorities in Europe and other agencies throughout the world, while the military aircraft component industry is governed by military quality specifications. We, and the components we manufacture, are required to be certified by one or more of these entities or agencies, and, in many cases, by individual OEMs, in order to engineer and service parts and components used in specific aircraft models. We must also satisfy the requirements of our customers, including OEMs and airlines that are subject to FAA regulations, and provide these customers with products and services that comply with the government regulations applicable to commercial flight operations. In addition, the FAA requires that various maintenance routines be performed on aircraft components. We believe that we currently satisfy or exceed these maintenance standards in our repair and overhaul services. We also maintain several FAA approved repair stations. In addition, our businesses are subject to many other laws and requirements typically applicable to manufacturers and exporters. Without limiting the foregoing, sales of many of our products that will be used on aircraft owned by foreign entities are subject to compliance with export control laws and the manufacture of our products and the operations of our businesses, including the disposal of hazardous wastes, are subject to compliance with applicable environmental laws. Market Channels The commercial aerospace industry, including the aftermarket and OEM market, is impacted by the health of the global economy and geo-political events around the world. The commercial aerospace industry had shown strength with increases in revenue passenger miles, or RPMs, between 2003 and 2008, as well as increases in OEM production and backlog. However, in 2009, the global economic downturn negatively impacted the commercial aerospace industry causing RPMs to decline slightly. This market sector began to rebound in 2010 and positive growth has continued through 2016 with increases in RPMs, as well as the growth in the large commercial OEM sector (aircraft with 100 or more seats) with order announcements by The Boeing Company and Airbus S.A.S. leading to planned increases in production. The 2017 leading indicators and industry consensus suggest a continuation of current trends in the commercial transport market sector supported by continued RPM growth and increases in production at the OEM level. The defense aerospace market is dependent on government budget constraints, the timing of orders and the extent of global conflicts. It is not necessarily affected by general economic conditions that affect the commercial aerospace industry. 5


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    Our presence in both the commercial aerospace and military sectors of the aerospace industry may mitigate the impact on our business of any specific industry risk. We service a diversified customer base in the commercial and military aerospace industry, and we provide components to a diverse installed base of aircraft, which mitigates our exposure to any individual airframe platform. At times, declines in sales in one channel have been offset by increased sales in another. However, due to differences between the profitability of our products sold to OEM and aftermarket customers, variation in product mix can cause variation in gross margin. There are many short-term factors (including inventory corrections, unannounced changes in order patterns, strikes and mergers and acquisitions) that can cause short-term disruptions in our quarterly shipment patterns as compared to previous quarters and the same periods in prior years. As such, it can be difficult to determine longer-term trends in our business based on quarterly comparisons. To normalize for short-term fluctuations, we tend to look at our performance over several quarters or years of activity rather than discrete short-term periods. There are also fluctuations in OEM and aftermarket ordering and delivery requests from quarter-to-quarter, as well as variations in product mix from quarter-to-quarter, that may cause positive or negative variations in gross profit margins since commercial aftermarket sales have historically produced a higher gross margin than sales to commercial OEMs. Again, in many instances these are timing events between quarters and must be balanced with macro aerospace industry indicators. Commercial Aftermarket The key growth factors in the commercial aftermarket include worldwide RPMs and the size and activity level of the worldwide fleet of aircraft. After a decline in RPMs in 2009, worldwide RPMs returned to growth between 2010 and 2016 and current industry consensus indicates that positive RPM growth will continue in 2017. Commercial OEM Market The commercial transport market sector, the largest sector in the commercial OEM market, grew modestly during 2016. Our commercial transport OEM shipments and revenues generally run ahead of the Boeing and Airbus airframe delivery schedules. As a result and consistent with prior years, our fiscal 2017 shipments will be a function of, among other things, the estimated 2017 and 2018 commercial airframe production rates. We have been experiencing increased sales in the large commercial OEM sector (aircraft with 100 or more seats) driven by an increase in production by The Boeing Company and Airbus S.A.S tied to previous order announcements. Industry consensus indicates this production increase will continue in 2017 and 2018, though the growth may continue to moderate and begin to flatten. Defense Our military business fluctuates from year to year, and is dependent, to a degree, on government budget constraints, the timing of orders and the extent of global conflicts. In recent years, defense spending has reached historic highs, due in part to the military engagements in Afghanistan and Iraq and the war on terrorism. For a variety of reasons, the military spending outlook is very uncertain. For planning purposes we assume that military related sales of our types of products to be flat in future years over the recent high levels. Raw Materials We require the use of various raw materials in our manufacturing processes. We also purchase a variety of manufactured component parts from various suppliers. At times, we concentrate our orders among a few suppliers in order to strengthen our supplier relationships. Most of our raw materials and component parts are generally available from multiple suppliers at competitive prices. 6


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    Intellectual Property We have various trade secrets, proprietary information, trademarks, trade names, patents, copyrights and other intellectual property rights, which we believe, in the aggregate but not individually, are important to our business. Backlog As of September 30, 2016, the Company estimated its sales order backlog at $1,554 million compared to an estimated sales order backlog of $1,428 million as of September 30, 2015. The increase in estimated sales order backlog is primarily due to acquisitions. The majority of the purchase orders outstanding as of September 30, 2016 are scheduled for delivery within the next twelve months. Purchase orders may be subject to cancellation or deferral by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the timing of the Company’s receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Company’s backlog as of September 30, 2016 may not necessarily represent the actual amount of shipments or sales for any future period. Foreign Operations Although we manufacture a significant portion of our products in the United States, we manufacture some products in Belgium, China, Germany, Hungary, Malaysia, Mexico, Norway, Sri Lanka, Sweden, and the United Kingdom. Although the majority of sales of our products are made to customers (including distributors) located in the United States, our products are ultimately sold to and used by customers (including airlines and other end users of aircraft) throughout the world. A number of risks inherent in international operations could have a material adverse effect on our results of operations, including currency fluctuations, difficulties in staffing and managing multi-national operations, general economic and political uncertainties and potential for social unrest in countries in which we operate, limitations on our ability to enforce legal rights and remedies, restrictions on the repatriation of funds, change in trade policies, tariff regulation, difficulties in obtaining export and import licenses and the risk of government financed competition. Environmental Matters Our operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the health and safety of our employees. Environmental laws and regulations may require that the Company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. Certain facilities and third-party sites utilized by the Company have been identified as potentially responsible parties under the federal superfund laws and comparable state laws. The Company is currently involved in the investigation and remediation of a number of sites under applicable laws. Employees As of September 30, 2016, we had approximately 9,300 full-time, part-time and temporary employees. Approximately 11% of our full-time and part-time employees were represented by labor unions. Collective bargaining agreements between us and these labor unions expire at various dates ranging from November 2016 to April 2020. We consider our relationship with our employees generally to be satisfactory. Available Information TD Group’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments, will be made available free of charge on the Company’s website, www.transdigm.com, as soon as reasonably practicable, following the filing of the reports with the Securities and Exchange Commission. 7


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    ITEM 1A. RISK FACTORS Set forth below are important risks and uncertainties that could negatively affect our business and financial condition and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this report. Our commercial business is sensitive to the number of flight hours that our customers’ planes spend aloft, the size and age of the worldwide aircraft fleet and our customers’ profitability. These items are, in turn, affected by general economic and geopolitical and other worldwide conditions. Our commercial business is directly affected by, among other factors, changes in revenue passenger miles (RPMs), the size and age of the worldwide aircraft fleet and, to a lesser extent, changes in the profitability of the commercial airline industry. RPMs and airline profitability have historically been correlated with the general economic environment, although national and international events also play a key role. For example, in the past, the airline industry has been severely affected by the downturn in the global economy, higher fuel prices, the increased security concerns among airline customers following the events of September 11, 2001, the Severe Acute Respiratory Syndrome (SARS) epidemic, and the conflicts in Afghanistan and Iraq, and could be impacted by future geopolitical or other worldwide events, such as war, terrorist acts, or a worldwide infectious disease outbreak. In addition, global market and economic conditions have been challenging with turbulence in the U.S. and international markets and economies and have prolonged declines in business and consumer spending. As a result of the substantial reduction in airline traffic resulting from these events, the airline industry incurred large losses and financial difficulties. Some carriers have also parked or retired a portion of their fleets and have reduced workforces and flights. During periods of reduced airline profitability, some airlines may delay purchases of spare parts, preferring instead to deplete existing inventories. If demand for new aircraft and spare parts decreases, there would be a decrease in demand for certain of our products. An adverse change in demand could impact our results of operations, collection of accounts receivable and our expected cash flow generation from current and acquired businesses which may adversely impact our financial condition and access to capital markets. Our sales to manufacturers of aircraft are cyclical, and a downturn in sales to these manufacturers may adversely affect us. Our sales to manufacturers of large commercial aircraft, such as The Boeing Company, Airbus S.A.S, and related OEM suppliers, as well as manufacturers of business jets (which accounted for approximately 27% of our net sales in fiscal year 2016) have historically experienced periodic downturns. In the past, these sales have been affected by airline profitability, which is impacted by, among other things, fuel and labor costs, price competition, downturns in the global economy and national and international events. In addition, sales of our products to manufacturers of business jets are impacted by, among other things, downturns in the global economy. Downturns adversely affect our net sales, gross margin and net income. We rely heavily on certain customers for much of our sales. Our two largest customers for fiscal year 2016 were Airbus S.A.S. (which includes Satair A/S) and The Boeing Company (which includes Aviall, Inc.). Airbus S.A.S. accounted for approximately 13% of our net sales and The Boeing Company accounted for approximately 12% of our net sales in fiscal year 2016. Our top ten customers for fiscal year 2016 accounted for approximately 45% of our net sales. A material reduction in purchasing by one of our larger customers for any reason, including but not limited to economic downturn, decreased production, strike or resourcing, could have a material adverse effect on our net sales, gross margin and net income. 8


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    We generally do not have guaranteed future sales of our products. Further, when we enter into fixed price contracts with some of our customers, we take the risk for cost overruns. As is customary in our business, we do not generally have long-term contracts with most of our aftermarket customers and, therefore, do not have guaranteed future sales. Although we have long-term contracts with many of our OEM customers, many of those customers may terminate the contracts on short notice and, in most cases, our customers have not committed to buy any minimum quantity of our products. In addition, in certain cases, we must anticipate the future volume of orders based upon the historic purchasing patterns of customers and upon our discussions with customers as to their anticipated future requirements, and this anticipated future volume of orders may not materialize. We also have entered into multi-year, fixed-price contracts with some of our customers, pursuant to which we have agreed to perform the work for a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs of making these products. Sometimes we accept a fixed- price contract for a product that we have not yet produced, and this increases the risk of cost overruns or delays in the completion of the design and manufacturing of the product. Most of our contracts do not permit us to recover increases in raw material prices, taxes or labor costs. U.S. military spending is dependent upon the U.S. defense budget. The military and defense market is significantly dependent upon government budget trends, particularly the U.S. Department of Defense (the “DOD”) budget. In addition to normal business risks, our supply of products to the United States Government is subject to unique risks largely beyond our control. DOD budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy by the current presidential administration, the U.S. Government’s budget deficits, spending priorities, the cost of sustaining the U.S. military presence in the Middle East and possible political pressure to reduce U.S. Government military spending, each of which could cause the DOD budget to remain unchanged or to decline. A significant decline in U.S. military expenditures could result in a reduction in the amount of our products sold to the various agencies and buying organizations of the U.S. Government. We intend to pursue acquisitions. Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. A significant portion of our growth has occurred through acquisitions. Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions that we believe will present opportunities consistent with our overall business strategy. However, we may not be able to find suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on economically acceptable terms. In addition, we may not be able to raise the capital necessary to fund future acquisitions. Because we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight. We regularly engage in discussions with respect to potential acquisition and investment opportunities. If we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions could result in margin dilution and further likely result in the incurrence of additional debt and contingent liabilities and an increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs. Acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect. In addition, we may not be able to successfully integrate any business we acquire into our existing 9


  • Page 20

    business. The successful integration of new businesses depends on our ability to manage these new businesses and cut excess costs. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service, attract customers and develop new products and services or attend to other acquisition opportunities. We are subject to certain unique business risks as a result of supplying equipment and services to the U.S. Government. Companies engaged in supplying defense-related equipment and services to U.S. Government agencies are subject to business risks specific to the defense industry. These risks include the ability of the U.S. Government to unilaterally: • suspend us from receiving new contracts based on alleged violations of procurement laws or regulations; • terminate existing contracts; • reduce the value of existing contracts; and • audit our contract-related costs and fees, including allocated indirect costs. Most of our U.S. Government contracts can be terminated by the U.S. Government for its convenience without significant notice. Termination for convenience provisions provide only for our recovery of costs incurred or committed, settlement expenses and profit on the work completed prior to termination. On contracts for which the price is based on cost, the U.S. Government may review our costs and performance, as well as our accounting and general business practices. Based on the results of such audits, the U.S. Government may adjust our contract-related costs and fees, including allocated indirect costs. In addition, under U.S. Government purchasing regulations, some of our costs, including most financing costs, amortization of intangible assets, portions of research and development costs, and certain marketing expenses may not be subject to reimbursement. Furthermore, even where the price is not based on cost, the U.S. Government may seek to review our costs to determine whether our pricing is “fair and reasonable.” Our subsidiaries are periodically subject to a pricing review. Such a review could be costly and time consuming for our management and could distract from our ability to effectively manage the business. As a result of such a review, we could be subject to providing a refund to the U.S. Government or we could be asked to enter into an arrangement whereby our prices would be based on cost or the DOD could seek to pursue alternative sources of supply for our parts. Any of those occurrences could lead to a reduction in our revenue from, or the profitability of certain of our supply arrangements with, certain agencies and buying organizations of the U.S. Government. Moreover, U.S. Government purchasing regulations contain a number of additional operation requirements, which do not apply to entities not engaged in government contracting. Failure to comply with such government contracting requirements could result in civil and criminal penalties that could have a material adverse effect on the Company’s results of operations. Our business may be adversely affected if we would lose our government or industry approvals or if more stringent government regulations are enacted or if industry oversight is increased. The aerospace industry is highly regulated in the United States and in other countries. In order to sell our components, we and the components we manufacture must be certified by the FAA, the DOD and similar agencies in foreign countries and by individual manufacturers. If new and more stringent government regulations are adopted or if industry oversight increases, we might incur significant expenses to comply with any new regulations or heightened industry oversight. In addition, if material authorizations or approvals were revoked or suspended, our business would be adversely affected. 10


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    In addition to the aviation approvals, we are at times required to obtain approval from U.S. Government agencies to export our products. Failure to obtain approval to export or determination by the U.S. Government that we failed to receive required approvals or licenses could eliminate or restrict our ability to sell our products outside the United States, and the penalties that could be imposed by the U.S. Government for failure to comply with these laws could be significant. Our indebtedness could adversely affect our financial health and could harm our ability to react to changes to our business and prevent us from fulfilling our obligations under our indebtedness. We have a significant amount of indebtedness. As of September 30, 2016, our total indebtedness, excluding approximately $17 million of outstanding letters of credit, was approximately $10.2 billion, which was 106.8% of our total book capitalization as a result of our prior year dividends being funded with indebtedness and the addition of approximately $1.8 billion in net new debt during fiscal 2016. We also incurred additional indebtedness subsequent to September 30, 2016 more fully described in Note 23, “Subsequent Events” in the notes to consolidated financial statements included herein. In addition, we may be able to incur substantial additional indebtedness in the future. For example, as of September 30, 2016, we had approximately $583 million of unused commitments under our revolving loan facility and $50 million of unused capacity under our trade receivable securitization facility (the “Securitization Facility”) (with the availability of the capacity under the Securitization Facility being dependent on the amount of our trade receivables). Although our senior secured credit facility and the indentures governing the various senior subordinated notes outstanding (the “Indentures”) contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these qualifications and exceptions could be substantial. For example, if the usage of the revolving loan facility exceeds 25% of the total revolving commitments, the Company will be required to maintain a maximum consolidated net leverage ratio of net debt, as defined, to trailing four-quarter EBITDA As Defined. A breach of any of the covenants or an inability to comply with the required leverage ratio could result in a default under the senior secured credit facility or the Indentures. Our substantial debt could also have other important consequences to investors. For example, it could: • increase our vulnerability to general economic downturns and adverse competitive and industry conditions; • increase the risk we are subjected to downgrade or put on a negative watch by the ratings agencies; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital requirements, capital expenditures, acquisitions, research and development efforts and other general corporate requirements; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared to competitors that have less debt; and • limit, along with the financial and other restrictive covenants contained in the documents governing our indebtedness, among other things, our ability to borrow additional funds, make investments and incur liens. In addition, all of our debt under the senior secured credit facility, which includes $5.3 billion in term loans and a revolving loan facility of $600 million, bears interest at floating rates. Accordingly, if interest rates increase, our debt service expense will also increase. Interest rate swap and cap agreements are used to manage interest rate risk associated with floating-rate borrowings under our credit facilities. For information about our interest rate swap and cap agreements, see Note 20, “Derivatives and Hedging Instruments” in the notes to the consolidated financial statements included herein. 11


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    Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness, including the Indentures. We cannot assure that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to enable us to service our indebtedness. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control and any failure to meet our debt service obligations could harm our business, financial condition and results of operations. Our ability to make payments on and to refinance our indebtedness, including the Indentures, amounts borrowed under the senior secured credit facility, amounts due under our Securitization Facility, and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule, or at all, or that future borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to enable us to service our indebtedness, including the amounts borrowed under the senior secured credit facility, amounts borrowed under our Securitization Facility and the Indentures, or to fund our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We cannot assure that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, the Securitization Facility, the Indentures and the senior secured credit facility may restrict us from adopting any of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms and would otherwise adversely affect the Indentures. The terms of the senior secured credit facility and Indentures may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions. Our senior secured credit facility and the Indentures contain a number of restrictive covenants that impose significant operating and financial restrictions on TD Group, TransDigm Inc. and its subsidiaries (in the case of the senior secured credit facility) and TransDigm Inc. and its subsidiaries (in the case of the Indentures) and may limit their ability to engage in acts that may be in our long-term best interests. The senior secured credit facility and Indentures include covenants restricting, among other things, the ability of TD Group, TransDigm Inc. and its subsidiaries (in the case of the senior secured credit facility) and TransDigm Inc. and its subsidiaries (in the case of the Indentures) to: • incur or guarantee additional indebtedness or issue preferred stock; • pay distributions on, redeem or repurchase our capital stock or redeem or repurchase our subordinated debt; • make investments; • sell assets; • enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; 12


  • Page 23

    • incur or allow to exist liens; • consolidate, merge or transfer all or substantially all of our assets; • engage in transactions with affiliates; • create unrestricted subsidiaries; and • engage in certain business activities. A breach of any of these covenants could result in a default under the senior secured credit facility or the Indentures. If any such default occurs, the lenders under the senior secured credit facility and the holders of the senior subordinated notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under the senior secured credit facility also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event of default under the senior secured credit facility, the lenders under that facility will have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash, and they will also have the right to prevent us from making debt service payments on the senior subordinated notes. If the debt under the senior secured credit facility or the senior subordinated notes were to be accelerated, we cannot assure that our assets would be sufficient to repay in full our debt. We could incur substantial costs as a result of violations of or liabilities under environmental laws and regulations. Our operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the health and safety of our employees. Environmental laws and regulations may require that the Company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. Certain facilities and third-party sites utilized by subsidiaries of the Company have been identified as potentially responsible parties under the federal superfund laws and comparable state laws. The Company is currently involved in the investigation and remediation of a number of sites under applicable laws. Estimates of the Company’s environmental liabilities are based on current facts, laws, regulations and technology. These estimates take into consideration the Company’s prior experience and professional judgment of the Company’s environmental advisors. Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluations and cost estimates, the extent of corrective actions that may be required and the number and financial condition of other potentially responsible parties, as well as the extent of their responsibility for the remediation. Accordingly, as investigation and remediation proceed, it is likely that adjustments in the Company’s accruals will be necessary to reflect new information. The amounts of any such adjustments could have a material adverse effect on the Company’s results of operations or cash flows in a given period. Based on currently available information, however, the Company does not believe that future environmental costs in excess of those accrued with respect to sites for which the Company has been identified as a potentially responsible party are likely to have a material adverse effect on the Company’s financial condition. We are dependent on our highly trained employees and any work stoppage or difficulty hiring similar employees could adversely affect our business. Because our products are complicated and highly engineered, we depend on an educated and trained workforce. There is substantial competition for skilled personnel in the aircraft component industry, and we could be adversely affected by a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or turnover or attract and retain qualified personnel. 13


  • Page 24

    Although we believe that our relations with our employees are satisfactory, we cannot assure that we will be able to negotiate a satisfactory renewal of collective bargaining agreements or that our employee relations will remain stable. Because we maintain a relatively small inventory of finished goods, any work stoppage could materially and adversely affect our ability to provide products to our customers. Our business is dependent on the availability of certain components and raw materials from suppliers. Our business is affected by the price and availability of the raw materials and component parts that we use to manufacture our components. Our business, therefore, could be adversely impacted by factors affecting our suppliers (such as the destruction of our suppliers’ facilities or their distribution infrastructure, a work stoppage or strike by our suppliers’ employees or the failure of our suppliers to provide materials of the requisite quality), or by increased costs of such raw materials or components if we were unable to pass along such price increases to our customers. Because we maintain a relatively small inventory of raw materials and component parts, our business could be adversely affected if we were unable to obtain these raw materials and components from our suppliers in the quantities we require or on favorable terms. Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive FAA and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part. Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production. A number of our manufacturing facilities are located in the greater Los Angeles area, an area known for earthquakes, and are thus vulnerable to damage. In addition, a number of our manufacturing facilities are located along the Eastern seaboard area susceptible to hurricanes. We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods, communications failures, terrorist attacks and similar events. Disruptions could also occur due to cyber-attacks, computer or equipment malfunction (accidental or intentional), operator error or process failures. Any disruption of our ability to operate our business could result in a material decrease in our revenues or significant additional costs to replace, repair or insure our assets, which could have a material adverse impact on our financial condition and results of operations. Operations and sales outside of the United States may be subject to additional risks. A number of risks inherent in international operations could have a material adverse effect on our results of operations, including currency fluctuations, difficulties in staffing and managing multi-national operations, general economic and political uncertainties and potential for social unrest in countries in which we operate, limitations on our ability to enforce legal rights and remedies, restrictions on the repatriation of funds, change in trade policies, tariff regulation, difficulties in obtaining export and import licenses and the risk of government financed competition. Furthermore, the Company is subject to laws and regulations, such as the Foreign Corrupt Practices Act, UK Bribery Act and similar local anti-bribery laws, which generally prohibit companies and their employees, agents and contractors from making improper payments for the purpose of obtaining or retaining business. Failure to comply with these laws could subject the Company to civil and criminal penalties that could materially adversely affect the Company’s results of operations. We face significant competition. We operate in a highly competitive global industry and compete against a number of companies. Competitors in our product lines are both U.S. and foreign companies and range in size from divisions of large public corporations to small privately held entities. We believe that our ability to compete depends on high product performance, consistent high quality, short lead-time and timely delivery, competitive pricing, superior customer service and support and continued certification under customer quality requirements and assurance programs. We may have to adjust the prices of some of our products to stay competitive. 14


  • Page 25

    We could be adversely affected if one of our components causes an aircraft to crash. Our operations expose us to potential liabilities for personal injury or death as a result of the failure of an aircraft component that we have designed, manufactured or serviced. While we maintain liability insurance to protect us from future product liability claims, in the event of product liability claims our insurers may attempt to deny coverage or any coverage we have may not be adequate. We also may not be able to maintain insurance coverage in the future at an acceptable cost. Any liability not covered by insurance or for which third party indemnification is not available could result in significant liability to us. In addition, a crash caused by one of our components could damage our reputation for quality products. We believe our customers consider safety and reliability as key criteria in selecting a provider of aircraft components. If a crash were to be caused by one of our components, or if we were to otherwise fail to maintain a satisfactory record of safety and reliability, our ability to retain and attract customers may be materially adversely affected. We could incur substantial costs as a result of data protection concerns. The interpretation and application of data protection laws in the U.S., Europe and elsewhere are uncertain and evolving. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. Compliance could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. In addition, despite our efforts to protect confidential information, our facilities and systems may be vulnerable to data loss, including cyber-attacks. This could lead to negative publicity, legal claims, theft, modification or destruction of proprietary or key information, damage to or inaccessibility of critical systems, manufacture of defective products, production downtimes, operational disruptions and other significant costs, which could adversely affect our reputation, financial condition and results of operations. We have recorded a significant amount of intangible assets, which may never generate the returns we expect. Mergers and acquisitions have resulted in significant increases in identifiable intangible assets and goodwill. Identifiable intangible assets, which primarily include trademarks, trade names, trade secrets, and technology, were approximately $1.8 billion at September 30, 2016, representing approximately 16% of our total assets. Goodwill recognized in accounting for the mergers and acquisitions was approximately $5.7 billion at September 30, 2016, representing approximately 53% of our total assets. We may never realize the full value of our identifiable intangible assets and goodwill, and to the extent we were to determine that our identifiable intangible assets or our goodwill were impaired within the meaning of applicable accounting standards, we would be required to write-off the amount of any impairment. The Company may be subject to risks relating to changes in its tax rates or exposure to additional income tax liabilities. The Company is subject to income taxes in the United States and various non-U.S. jurisdictions. The Company’s domestic and international tax liabilities are dependent upon the location of earnings among these different jurisdictions. The Company’s future results of operations could be adversely affected by changes in the Company’s effective tax rate as a result of changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets, challenges by tax authorities or changes in tax laws or regulations. In addition, the amount of income taxes paid by the Company is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to the Company’s tax liabilities, which could have a material adverse effect on the Company’s results of operations. 15


  • Page 26

    Our stock price may be volatile, and an investment in our common stock could suffer a decline in value. There has been significant volatility in the market price and trading volume of equity securities, which is unrelated to the financial performance of the companies issuing the securities. These broad market fluctuations may negatively affect the market price of our common stock. Shareholders may not be able to sell their shares at or above the purchase price due to fluctuations in the market price of our common stock caused by changes in our operating performance or prospects, including possible changes due to the cyclical nature of the aerospace industry and other factors such as fluctuations in OEM and aftermarket ordering, which could cause short-term swings in profit margins, or unrelated to our operating performance, including market conditions affecting the stock market generally or the stocks of aerospace companies more specifically. Future sales of our common stock in the public market could lower our share price. We may sell additional shares of common stock into the public markets or issue convertible debt securities to raise capital in the future. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the public markets or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities to raise capital at a time and price that we deem appropriate. Our corporate documents and Delaware law contain certain provisions that could discourage, delay or prevent a change in control of our company. Provisions in our amended and restated certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our amended and restated certificate of incorporation authorizes our Board of Directors to issue up to 149,600,000 shares of “blank check” preferred stock. Without stockholder approval, the Board of Directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, holders of preferred stock could make it more difficult for a third party to acquire us. Our amended and restated certificate of incorporation also provides that the affirmative vote of the holders of at least 75% of the voting power of our issued and outstanding capital stock, voting together as a single class, is required for the alteration, amendment or repeal of certain provisions of our amended and restated certificate of incorporation and certain provisions of our amended and restated bylaws, including the provisions relating to our stockholders’ ability to call special meetings, notice provisions for stockholder business to be conducted at an annual meeting, requests for stockholder lists and corporate records, nomination and removal of directors, and filling of vacancies on our Board of Directors. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203, “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203. We do not regularly declare and pay quarterly or annual cash dividends on our stock. On July 3, 2013, June 4, 2014 and October 14, 2016, the Company’s Board of Directors authorized and declared special cash dividends of $22.00, $25.00 and $24.00, respectively, on each outstanding share of common stock and cash dividend equivalent payments to holders of options under its stock option plans. Notwithstanding the special cash dividends declared in July 2013, June 2014 and October 2016, we do not anticipate declaring regular quarterly or annual cash dividends on our common stock or any other equity security 16


  • Page 27

    in the foreseeable future. The amounts that may be available to us to pay future special cash dividends are restricted under our debt and other agreements. Any payment of special cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors. Therefore, shareholders should not rely on regular quarterly or annual dividend income from shares of our common stock and should not rely on special dividends with any regularity or at all. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES TransDigm’s principal owned properties as of September 30, 2016 are as follows: Square Location Reporting Segment Footage Miesbach, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 242,000 Liberty, SC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 219,000 Waco, TX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 218,800 Ingolstadt, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 191,900 Kent, OH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 185,000 Liverpool, NY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 177,000 Bridport, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 174,700 Union Gap, WA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 142,000 Phoenix, AZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 138,700 Paks, Hungary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 137,800 Los Angeles, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 131,000 Bohemia, NY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 124,000 Westbury, NY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 112,300 Llangeinor, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 110,000 Letchworth, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 88,200 Placentia, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 86,600 Addison, IL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 83,300 Painesville, OH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 63,900 Clearwater, FL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 61,000 South Euclid, OH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 60,000 Wichita, KS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 57,000 Earlysville, VA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 53,000 Branford, CT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 52,000 Avenel, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 48,500 Herstal, Belgium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 45,700 Rancho Cucamonga, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 45,000 Valencia, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 38,000 Pennsauken, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 38,000 Ryde, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 33,200 Rancho Cucamonga, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 32,700 Melaka, Malaysia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 24,800 Deerfield Beach, FL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-aviation 20,000 The Liberty, Waco, Kent, Union Gap, Phoenix, Los Angeles, Placentia, Addison, Painesville, South Euclid, Wichita, Avenel and Deerfield Beach properties and the two Rancho Cucamonga properties are subject to 17


  • Page 28

    mortgage liens under our senior secured credit facility. The Bohemia property will also become subject to a mortgage lien under our senior secured credit facility. The Earlysville property is currently vacant. TransDigm’s principal leased properties as of September 30, 2016 are as follows: Square Location Reporting Segment Footage Holmestrand, Norway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 149,000 Santa Ana, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 144,300 Dayton, NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 144,000 Everett, WA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 121,000 Whippany, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 115,300 Whippany, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 114,300 Nittambuwa, Sri Lanka . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 113,000 Goldsboro, NC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 101,000 Fullerton, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 100,000 Anaheim, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 99,900 Collegeville, PA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 90,000 Miesbach, Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 81,000 Kunshan, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-aviation 75,300 Camarillo, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 70,000 Matamoros, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 60,500 Elkhart, IN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-aviation 51,500 Tempe, AZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 40,200 Chongqing, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 37,700 Northridge, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 35,000 Erie, PA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 30,500 Ashford, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 28,000 London, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 27,400 Nogales, Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 27,000 Kunshan, China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 25,600 Bridgend, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 24,800 Memphis, TN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 20,800 Pennsauken, NJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 20,500 San Diego, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 19,000 Lund, Sweden . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 17,600 Lake Elsinore, CA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Airframe 16,100 Cleveland, OH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Power & Control 13,100 Our Cleveland, OH and Pasadena, CA corporate facilities house our principal executive offices, and we currently lease approximately 20,100 square feet and 5,300 square feet, respectively, for those purposes. TransDigm also leases certain of its other non-material facilities. Management believes that our machinery, plants and offices are in satisfactory operating condition and that it will have sufficient capacity to meet foreseeable future needs without incurring significant additional capital expenditures. ITEM 3. LEGAL PROCEEDINGS During the ordinary course of business, TransDigm is from time to time a party to legal actions and other proceedings related to its businesses, products or operations. While TransDigm is currently involved in some legal proceedings, management believes the results of these proceedings will not have a material effect on its financial condition, results of operations, or cash flows. 18


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    PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “TDG.” The following chart sets forth, for the periods indicated, the high and low sales prices of the common stock on the NYSE. Quarterly Stock Prices High Low Fiscal 2015 For Quarter ended December 27, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $201.04 $166.61 For Quarter ended March 28, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226.21 194.30 For Quarter ended June 27, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232.18 211.33 For Quarter ended September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244.90 208.35 Fiscal 2016 For Quarter ended January 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $238.51 $210.22 For Quarter ended April 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232.42 180.76 For Quarter ended July 2, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268.00 218.56 For Quarter ended September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294.38 257.28 Holders On November 4, 2016, there were 36 stockholders of record of our common stock. We estimate that there were approximately 48,000 beneficial stockholders as of November 4, 2016, which includes an estimated amount of stockholders who have their shares held in their accounts by banks and brokers. Dividends In June 2014, TD Group’s Board of Directors declared and paid a special cash dividend of $25.00 on each outstanding share of common stock. No dividends were declared in fiscal 2015 or fiscal 2016. On October 14, 2016, TD Group’s Board of Directors authorized and declared a special cash dividend of $24.00 on each outstanding share of common stock and cash dividend equivalent payments under options granted under its stock option plans. The record date for the special dividend was October 24, 2016, and the payment date for the dividend was November 1, 2016. We do not anticipate declaring regular quarterly or annual cash dividends on our common stock in the near future. Any declaration of special cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions under the senior secured credit facility and Indentures, the availability of surplus under Delaware law and other factors deemed relevant by our Board of Directors. TD Group is a holding company and conducts all of its operations through direct and indirect subsidiaries. Unless TD Group receives dividends, distributions, advances, transfers of funds or other payments from our subsidiaries, TD Group will be unable to pay any dividends on our common stock in the future. The ability of any subsidiaries to take any of the foregoing actions is limited by the terms of our senior secured credit facility and Indentures and may be limited by future debt or other agreements that we may enter into. Performance Graph Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of TD Group with the cumulative total return of a hypothetical investment in each of the 19


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    S&P Midcap 400 Index, the S&P 500 Index (“S&P 500”) and the S&P MidCap 400 S&P Aerospace & Defense Index based on the respective market prices of each such investment on the dates shown below, assuming an initial investment of $100 on September 30, 2011. The following performance graph and related information shall not be deemed “soliciting material” nor to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among TransDigm Group Inc., the S&P MidCap 400 Index, the S&P 500 and S&P MidCap 400 S&P Aerospace & Defense Index $600 $500 $400 $300 $200 $100 $0 9/11 9/12 9/13 9/14 9/15 9/16 TransDigm Group Inc. S&P MidCap 400 Index S&P 500 S&P MidCap 400 S&P Aerospace & Defense Index *$100 invested on 9/30/11 in stock or index, including reinvestment of dividends. Fiscal year ending September 30. Copyright 2016 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. 9/30/11 9/30/12 9/30/13 9/30/14 9/30/15 9/30/16 TransDigm Group Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00 173.71 215.42 328.96 379.07 515.97 S&P MidCap 400 Index . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00 128.54 164.12 183.51 186.07 214.59 S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00 130.20 155.39 186.05 184.91 213.44 S&P MidCap 400 S&P Aerospace & Defense Index . . . . 100.00 123.91 202.38 255.90 228.69 274.73 Purchases of Equity Securities by the Issuer or Affiliated Purchaser On October 22, 2014, our Board of Directors authorized a stock repurchase program permitting us to repurchase a portion of our outstanding stock not to exceed $300 million in the aggregate. During fiscal 2016, until the $300 million program was replaced on January 21, 2016, the Company had repurchased 452,187 shares of its common stock at a gross cost of approximately $98.7 million at the weighted-average price per share of $218.23. 20


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    On January 21, 2016, our Board of Directors authorized a stock repurchase program replacing the $300 million program with a repurchase program permitting us to repurchase a portion of our outstanding common shares not to exceed $450 million in the aggregate. As of September 30, 2016, the Company had repurchased 563,200 shares of its common stock at a gross cost of approximately $109.1 million at the weighted-average price per share of $193.67 under the $450 million stock repurchase program. During the thirteen week period ended September 30, 2016, there were no repurchases of common stock. As of September 30, 2016, approximately $340.9 million is available for repurchase under the $450 million stock repurchase program, subject to the limitations in accordance with our credit agreement as described within the Liquidity and Capital Resources section of Item 7.—“Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” During the fiscal year ended September 30, 2016, the Company received 2,548 shares as forfeiture in lieu of payment for withholding taxes on the vesting of restricted stock, the deemed gross cost of the shares was approximately $0.6 million at a weighted-average price per share of $225.58. 21


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    ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected historical consolidated financial and other data of TD Group for the fiscal years ended September 30, 2012 to 2016, which have been derived from TD Group’s audited consolidated financial statements. Separate historical financial information of TransDigm Inc. is not presented since the 5.50% Senior Subordinated Notes issued in October 2012 (the “2020 Notes”), the 7.50% Senior Subordinated Notes issued in July 2013 (the “2021 Notes”), the 6.00% Senior Subordinated Notes issued in June 2014 (the “2022 Notes”), the 6.50% Senior Subordinated Notes issued June 2014 (the “2024 Notes”), the 6.50% Senior Subordinated Notes issued May 2015 (the “2025 Notes”) and the 6.375% Senior Subordinated Notes issued June 2016 (the “2026 Notes”) (also together with the 2020 Notes, the 2021 Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes, and the 2026 Notes, the “Notes”) are guaranteed by TD Group and all direct and indirect domestic restricted subsidiaries of TransDigm Inc. and since TD Group has no operations or significant assets separate from its investment in TransDigm Inc. Acquisitions of businesses and product lines completed by TD Group during the last five fiscal years are as follows: Date Acquisition December 9, 2011 . . . . . . . . . . . . . . . Harco Laboratories, Inc. February 15, 2012 . . . . . . . . . . . . . . . AmSafe Global Holdings, Inc. September 17, 2012 . . . . . . . . . . . . . Aero-Instruments Co., LLC June 5, 2013 . . . . . . . . . . . . . . . . . . . Aerosonic Corporation June 5, 2013 . . . . . . . . . . . . . . . . . . . Arkwin Industries, Inc. June 28, 2013 . . . . . . . . . . . . . . . . . . Whippany Actuation December 19, 2013 . . . . . . . . . . . . . . Airborne Global Inc. (“Airborne”) March 6, 2014 . . . . . . . . . . . . . . . . . . Elektro-Metall Export GmbH (“EME”) March 26, 2015 . . . . . . . . . . . . . . . . . Telair Cargo Group (comprised of Telair International GmbH, Telair US LLC and Nordisk Aviation Products) March 31, 2015 . . . . . . . . . . . . . . . . . Franke Aquarotter GmbH (“Adams Rite Aerospace GmbH”) May 14, 2015 . . . . . . . . . . . . . . . . . . Pexco LLC (“Pexco Aerospace”) August 19, 2015 . . . . . . . . . . . . . . . . PneuDraulics, Inc. (“PneuDraulics”) January 4, 2016 . . . . . . . . . . . . . . . . . Breeze-Eastern Corporation (“Breeze-Eastern”) June 23, 2016 . . . . . . . . . . . . . . . . . . Data Device Corporation (“DDC”) September 23, 2016 . . . . . . . . . . . . . Young & Franklin Inc. / Tactair Fluid Controls Inc. (“Tactair”) All of the acquisitions were accounted for using the acquisition method. The results of operations of the acquired businesses and product lines are included in TD Group’s consolidated financial statements from the effective date of each acquisition. 22


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    The information presented below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes included elsewhere herein. Fiscal Years Ended September 30, 2016 2015 2014 2013 2012 (in thousands, except per share amounts) Statement of Income Data: Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,171,411 $2,707,115 $2,372,906 $1,924,400 $1,700,208 Gross profit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,728,063 1,449,845 1,267,874 1,049,562 945,717 Selling and administrative expenses . . . . . . . . . . 382,858 321,624 276,446 254,468 201,709 Amortization of intangible assets . . . . . . . . . . . . 77,445 54,219 63,608 45,639 44,233 Income from operations(1) . . . . . . . . . . . . . . . . . . 1,267,760 1,074,002 927,820 749,455 699,775 Interest expense—net . . . . . . . . . . . . . . . . . . . . . 483,850 418,785 347,688 270,685 211,906 Refinancing costs . . . . . . . . . . . . . . . . . . . . . . . . 15,794 18,393 131,622 30,281 — Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 768,116 636,824 448,510 448,489 487,869 Income tax provision(2) . . . . . . . . . . . . . . . . . . . . 181,702 189,612 141,600 145,700 162,900 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 586,414 $ 447,212 $ 306,910 $ 302,789 $ 324,969 Net income applicable to common stock . . . . . . $ 583,414 $ 443,847 $ 180,284 $ 131,546 $ 321,670 Denominator for basic and diluted earnings per share under the two-class method: Weighted-average common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . 53,326 53,112 52,748 52,258 50,996 Vested options deemed participating securities . . . . . . . . . . . . . . . . . . . . . . . . . 2,831 3,494 4,245 2,822 2,886 Total shares for basic and diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . 56,157 56,606 56,993 55,080 53,882 Net earnings per share: Net earnings per share(3) . . . . . . . . . . . . . . . $ 10.39 $ 7.84 $ 3.16 $ 2.39 $ 5.97 Cash dividends paid per common share . . . $ — $ — $ 25.00 $ 34.85 $ — As of September 30, 2016 2015 2014 2013 2012 (in thousands) Balance Sheet Data: Cash and cash equivalents . . . . . . . . . . . . . . . . . . $ 1,586,994 $ 714,033 $ 819,548 $ 564,740 $ 440,524 Working capital(4,5) . . . . . . . . . . . . . . . . . . . . . . . 2,178,094 1,128,993 1,066,735 968,207 787,834 Total assets(4,5) . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,726,277 8,303,935 6,626,786 6,046,029 5,368,293 Long-term debt, including current portion(5) . . . . 10,195,607 8,349,602 7,380,738 5,658,570 3,556,935 Stockholders’ (deficit) equity . . . . . . . . . . . . . . . (651,490) (1,038,306) (1,556,099) (336,381) 1,218,834 (1) Gross profit and income from operations include the effect of charges relating to purchase accounting adjustments to inventory associated with the acquisition of various businesses and product lines for the fiscal years ended September 30, 2016, 2015, 2014, 2013 and 2012 of $23,449, $11,362, $10,441, $7,352 and $12,882, respectively. (2) For the fiscal year ended September 30, 2016, the income tax provision was impacted by the adoption of Accounting Standards Update (“ASU”) 2016-09, “Improvements to Employee Share-Based Payment Accounting.” Refer to Note 4, “Recent Accounting Pronouncements,” and Note 13, “Income Taxes” in the notes to the consolidated financial statements included herein for additional information. 23


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    (3) Net earnings per share is calculated by dividing net income applicable to common stock by the basic and diluted weighted average common shares outstanding. (4) In connection with adopting ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” for reporting periods ended after October 1, 2015, the Company reclassified $45,375, $37,669, $30,182 and $29,134 from current deferred income tax assets in our consolidated balance sheets as of September 2015, 2014, 2013 and 2012, respectively, to non-current deferred income tax liabilities. Refer to Note 4, “Recent Accounting Pronouncements,” in the notes to the consolidated financial statements included herein for additional information. (5) In connection with adopting ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” for reporting periods ended after October 1, 2015, the Company reclassified $77,740, $92,393, $72,668 and $62,190 from debt issuance costs in our consolidated balance sheets as of September 2015, 2014, 2013 and 2012, respectively, to the current portion of long-term and long-term-term debt. Refer to Note 4, “Recent Accounting Pronouncements,” in the notes to the consolidated financial statements included herein for additional information. Non-GAAP Financial Measures We present below certain financial information based on our EBITDA and EBITDA As Defined. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to “EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under accounting principles generally accepted in the United States of America (“GAAP”). We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating operating performance and liquidity. Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. In addition, EBITDA As Defined is useful to investors because the revolving commitments under our senior secured credit facility requires compliance under certain circumstances, on a pro forma basis, with a financial covenant that measures the ratio of the amount of our secured indebtedness to the amount of our Consolidated EBITDA defined in the same manner as we define EBITDA As Defined herein. In addition to the above, our management uses EBITDA As Defined to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions. Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with GAAP. Some of these limitations are: • 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 24


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    • 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. Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies. Fiscal Years Ended September 30, 2016 2015 2014 2013 2012 (in thousands) Other Financial Data: Cash flows provided by (used in): Operating activities . . . . . . . . . . . . . . . . $ 668,930 $ 520,938 $ 541,222 $ 470,205 $ 413,885 Investing activities . . . . . . . . . . . . . . . . . (1,443,046) (1,679,149) (329,638) (502,442) (876,292) Financing activities . . . . . . . . . . . . . . . . 1,646,835 1,054,947 43,973 156,195 527,186 Depreciation and amortization . . . . . . . . . . . . 121,670 93,663 96,385 73,515 68,227 Capital expenditures . . . . . . . . . . . . . . . . . . . 43,982 54,871 34,146 35,535 25,246 Ratio of earnings to fixed charges(1) . . . . . . . 2.6x 2.5x 2.3x 2.6x 3.3x Other Data: EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,373,636 $ 1,149,272 $ 892,583 $ 792,689 $ 768,002 EBITDA As Defined(2) . . . . . . . . . . . . . . . . . . $ 1,495,196 $ 1,233,654 $1,073,207 $ 900,278 $ 809,019 (1) For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and the portion (approximately 33%) of rental expense that management believes is representative of the interest component of rental expense. (2) EBITDA represents earnings from continuing operations before interest, taxes, depreciation and amortization. EBITDA As Defined represents EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliation of net income to EBITDA and EBITDA As Defined and the reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below. See “Non-GAAP Financial Measures” for additional information and limitations regarding these non-GAAP financial measures. 25


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    The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined: Fiscal Years Ended September 30, 2016 2015 2014 2013 2012 (in thousands) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 586,414 $ 447,212 $ 306,910 $302,789 $324,969 Adjustments: Depreciation and amortization expense . . . 121,670 93,663 96,385 73,515 68,227 Interest expense, net . . . . . . . . . . . . . . . . . . 483,850 418,785 347,688 270,685 211,906 Income tax provision(1) . . . . . . . . . . . . . . . . 181,702 189,612 141,600 145,700 162,900 EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,373,636 1,149,272 892,583 792,689 768,002 Adjustments: Inventory purchase accounting adjustments(2) . . . . . . . . . . . . . . . . . . . . . . 23,449 11,362 10,441 7,352 12,882 Acquisition integration costs(3) . . . . . . . . . . 18,539 12,554 7,239 10,942 7,896 Acquisition transaction-related expenses(4) . . . . . . . . . . . . . . . . . . . . . . . . 15,711 12,289 3,480 8,139 5,880 Acquisition earn-out adjustments(5) . . . . . . . — — — — (5,000) Other acquisition accounting adjustments . . . . . . . . . . . . . . . . . . . . . . . — — — — (2,792) Non-cash stock and deferred compensation expense(6) . . . . . . . . . . . . . . . . . . . . . . . . . 48,306 31,500 26,332 48,884 22,151 Refinancing costs(7) . . . . . . . . . . . . . . . . . . . 15,794 18,393 131,622 30,281 — Other, net(8) . . . . . . . . . . . . . . . . . . . . . . . . . (239) (1,716) 1,510 1,991 — EBITDA As Defined . . . . . . . . . . . . . . . . . . . . . . $1,495,196 $1,233,654 $1,073,207 $900,278 $809,019 (1) For the period ended September 30, 2016, the income tax provision was impacted by the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” Refer to Note 4, “Recent Accounting Pronouncements,” and Note 13, “Income Taxes” in the notes to the consolidated financial statements included herein for additional information. (2) 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. (3) Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs. (4) 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. (5) Represents the reversal of the earn-out liability related to the Dukes Aerospace acquisition based on lower growth projections relative to the required growth targets of the four-year earn-out arrangement. (6) Represents the compensation expense recognized by TD Group under our stock incentive plans. (7) For the period ended September 30, 2016, represents debt issuance costs expensed in conjunction with the refinancing of our 2013 Tranche C Term Loans in June 2016. For the period ended September 30, 2015, represents debt issuance costs expensed in conjunction with the refinancing of our 2013 Tranche B Term Loans in May 2015. For the period ended September 30, 2014, represents debt issuance costs including the premium paid to redeem our 2018 Notes in June 2014. For the period ended September 30, 2013, represents debt issuance costs expensed in conjunction with the refinancing of our 2010 Term Loans and 2011 Term Loans in February 2013. (8) Primarily represents foreign currency transaction gain or loss on intercompany loans to be settled and gain or loss on sale of fixed assets. 26


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    The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined: Fiscal Years Ended September 30, 2016 2015 2014 2013 2012 (in thousands) Net cash provided by operating activities . . . . . . $ 668,930 $ 520,938 $ 541,222 $470,205 $413,885 Adjustments: Changes in assets and liabilities, net of effects from acquisitions of businesses . . . . . . . . . . . . . . . . . . . . . . . . 110,905 24,322 (27,967) (71,618) (11,749) Net gain on sale of real estate . . . . . . . . . . . — — 804 — — Interest expense, net(1) . . . . . . . . . . . . . . . . . 467,639 402,988 333,753 258,752 199,362 Income tax provision—current(2) . . . . . . . . 175,894 188,952 151,016 148,314 138,100 Non-cash stock and deferred compensation expense(3) . . . . . . . . . . . . . . . . . . . . . . . . . (48,306) (31,500) (26,332) (48,884) (22,151) Excess tax benefit from exercise of stock options(2) . . . . . . . . . . . . . . . . . . . . . . . . . — 61,965 51,709 66,201 50,555 Refinancing costs(4) . . . . . . . . . . . . . . . . . . . (1,426) (18,393) (131,622) (30,281) — EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,373,636 1,149,272 892,583 792,689 768,002 Adjustments: Inventory purchase accounting adjustments(5) . . . . . . . . . . . . . . . . . . . . . . 23,449 11,362 10,441 7,352 12,882 Acquisition integration costs(6) . . . . . . . . . . 18,539 12,554 7,239 10,942 7,896 Acquisition transaction-related expenses(7) . . . . . . . . . . . . . . . . . . . . . . . . 15,711 12,289 3,480 8,139 5,880 Acquisition earn-out adjustments(8) . . . . . . . — — — — (5,000) Other acquisition accounting adjustments . . . . . . . . . . . . . . . . . . . . . . . — — — — (2,792) Non-cash stock and deferred compensation expense(3) . . . . . . . . . . . . . . . . . . . . . . . . . 48,306 31,500 26,332 48,884 22,151 Refinancing costs(4) . . . . . . . . . . . . . . . . . . . 15,794 18,393 131,622 30,281 — Other, net(9) . . . . . . . . . . . . . . . . . . . . . . . . . (239) (1,716) 1,510 1,991 — EBITDA As Defined . . . . . . . . . . . . . . . . . . . . . . $1,495,196 $1,233,654 $1,073,207 $900,278 $809,019 (1) Represents interest expense excluding the amortization of debt issuance costs and note premium and discount. (2) For the period ended September 30, 2016, the income tax provision and Excess tax benefit from exercise of stock options were impacted by the adoption of ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” Refer to Note 4, “Recent Accounting Pronouncements,” and Note 13, “Income Taxes” in the notes to the consolidated financial statements included herein for additional information. (3) Represents the compensation expense recognized by TD Group under our stock incentive plans. (4) For the period ended September 30, 2016, represents debt issuance costs expensed in conjunction with the refinancing of our 2013 Tranche C Term Loans in June 2016. For the period ended September 30, 2015, represents debt issuance costs expensed in conjunction with the refinancing of our 2013 Tranche B in May 2015. For the period ended September 30, 2014, represents debt issuance costs including the premium paid to redeem our 2018 Notes in June 2014. For the period ended September 30, 2013, represents debt issuance costs expensed in conjunction with the refinancing of our 2010 Term Loans and 2011 Term Loans in February 2013. (5) 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. 27


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    (6) Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs. (7) 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. (8) Represents the reversal of the earn-out liability related to the Dukes Aerospace acquisition based on lower growth projections relative to the required growth targets of the four-year earn-out arrangement. (9) Primarily represents foreign currency transaction gain or loss on intercompany loans to be settled and gain or loss on sale of fixed assets. 28


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    ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition and results of operations should be read together with “Selected Financial Data” and TD Group’s consolidated financial statements and the related notes included elsewhere in this report. The following discussion may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under the heading entitled “Risk Factors” included elsewhere in this report. These risks could cause our actual results to differ materially from any future performance suggested below. Overview For fiscal year 2016, we generated net sales of $3,171.4 million, gross profit of $1,728.1 million or 54.5% of sales, and net income of $586.4 million. We believe we have achieved steady, long-term growth in sales and improvements in operating performance since our formation in 1993 due to our competitive strengths and through execution of our value-driven operating strategy. More specifically, focusing our businesses on our value-driven operating strategy of obtaining profitable new business, carefully controlling the cost structure and pricing our highly engineered value-added products to fairly reflect the value we provide and the resources required to do so has historically resulted in improvements in gross profit and income from operations over the long term. Our selective acquisition strategy has also contributed to the growth of our business. The integration of certain acquisitions into our existing businesses combined with implementing our proven operating strategy has historically resulted in improvements of the financial performance of the acquired business. Our key competitive strengths and the elements of our business strategy are set forth in more detail below. We believe our key competitive strengths include: Large and Growing Installed Product Base with Aftermarket Revenue Stream. We provide components to a large and growing installed base of aircraft to which we supply aftermarket products. We estimate that our products are installed on approximately 95,000 commercial transport, regional transport, military and general aviation fixed wing turbine aircraft and rotary wing aircraft. Diversified Revenue Base. We believe that our diversified revenue base reduces our dependence on any particular product, platform or market channel and has been a significant factor in maintaining our financial performance. Our products are installed on almost all of the major commercial aircraft platforms now in production. We expect to continue to develop new products for military and commercial applications. Significant Barriers to Entry. We believe that the niche nature of our markets, the industry’s stringent regulatory and certification requirements, the large number of products that we sell and the investments necessary to develop and certify products create barriers to entry for potential competitors. Our business strategy is made up of two key elements: (1) a value-driven operating strategy focused around our three core value drivers and (2) a selective acquisition strategy. Value-Driven Operating Strategy. Our three core value drivers are: • Obtaining Profitable New Business. We attempt to obtain profitable new business by using our technical expertise and application skill and our detailed knowledge of our customer base and the individual niche markets in which we operate. We have regularly been successful in identifying and developing both aftermarket and OEM products to drive our growth. 29


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    • Improving Our Cost Structure. We are committed to maintaining and continuously improving our lean cost structure through detailed attention to the cost of each of the products that we offer and our organizational structure, with a focus on reducing the cost of each. • Providing Highly Engineered Value-Added Products to Customers. We focus on the engineering, manufacturing and marketing of a broad range of highly engineered niche products that we believe provide value to our customers. We believe we have been consistently successful in communicating to our customers the value of our products. This has generally enabled us to price our products to fairly reflect the value we provide and the resources required to do so. Selective Acquisition Strategy. We selectively pursue the acquisition of proprietary aerospace component businesses when we see an opportunity to create value through the application of our three core value-driven operating strategies. The aerospace industry, in particular, remains highly fragmented, with many of the companies in the industry being small private businesses or small non-core operations of larger businesses. We have significant experience among our management team in executing acquisitions and integrating acquired businesses into our company and culture. As of the date of this report, we have successfully acquired 58 businesses and/or product lines since our formation in 1993. Many of these acquisitions have been integrated into an existing TransDigm production facility, which enables a higher production capacity utilization, which in turn improves gross profit levels due to the ability to spread the fixed manufacturing overhead costs over higher production volume. Acquisitions and divestitures during the previous three fiscal years are more fully described in Note 2, “Acquisitions” in the notes to the consolidated financial statements included herein. Critical Accounting Policies Our consolidated financial statements have been prepared in conformity with GAAP, which often requires the judgment of management in the selection and application of certain accounting principles and methods. Management believes that the quality and reasonableness of our most critical policies enable the fair presentation of our financial position and results of operations. However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions. Below are those policies applied in preparing our financial statements that management believes are the most dependent on the application of estimates and assumptions. For additional accounting policies, see Note 3, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements included herein. Revenue Recognition and Related Allowances: Revenue is recognized from the sale of products when title and risk of loss passes to the customer, which is generally at the time of shipment. Substantially all product sales are made pursuant to firm, fixed-price purchase orders received from customers. Collectibility of amounts recorded as revenue is reasonably assured at the time of sale. Provisions for returns, uncollectible accounts and the cost of repairs under contract warranty provisions are provided for in the same period as the related revenues are recorded and are principally based on historical results modified, as appropriate, by the most current information available. We have a history of making reasonably dependable estimates of such allowances; however, due to uncertainties inherent in the estimation process, it is possible that actual results may vary from the estimates and the differences could be material. Management estimates the allowance for doubtful accounts based on the aging of the accounts receivable and customer creditworthiness. The allowance also incorporates a provision for the estimated impact of disputes with customers. Management’s estimate of the allowance amounts that are necessary includes amounts for specifically identified credit losses and estimated credit losses based on historical information. The determination 30


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    of the amount of the allowance for doubtful accounts is subject to significant levels of judgment and estimation by management. Depending on the resolution of potential credit and other collection issues, or if the financial condition of any of the Company’s customers were to deteriorate and their ability to make required payments were to become impaired, increases in these allowances may be required. Historically, changes in estimates in the allowance for doubtful accounts have not been significant. Inventories: Inventories are stated at the lower of cost or market. Cost of inventories is generally determined by the average cost and the first-in, first-out (FIFO) methods and includes material, labor and overhead related to the manufacturing process. Because the Company sells products that are installed on airframes that can be in- service for 25 or more years, it must keep a supply of such products on hand while the airframes are in use. Where management estimated that the current market value was below cost or determined that future demand was lower than current inventory levels, based on historical experience, current and projected market demand, current and projected volume trends and other relevant current and projected factors associated with the current economic conditions, a reduction in inventory cost to estimated net realizable value was made by recording a provision included in cost of sales. Although management believes that the Company’s estimates of excess and obsolete inventory are reasonable, actual results may differ materially from the estimates and additional provisions may be required in the future. In addition, in accordance with industry practice, all inventories are classified as current assets as all inventories are available and necessary to support current sales, even though a portion of the inventories may not be sold within one year. Historically, changes in estimates in the net realizable value of inventories have not been significant. Goodwill and Other Intangible Assets: In accordance with ASC 805, “Business Combinations,” the Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed were recognized as goodwill. The valuations of the acquired assets and liabilities will impact the determination of future operating results. In addition to using management estimates and negotiated amounts, the Company used a variety of information sources to determine the estimated fair values of acquired assets and liabilities including third-party appraisals for the estimated value and lives of identifiable intangible assets. Fair value adjustments to the Company’s assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the merger or acquisition. Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged, regardless of the Company’s intent to do so. Goodwill and identifiable intangible assets are recorded at their estimated fair value on the date of acquisition and are reviewed at least annually for impairment based on cash flow projections and fair value estimates. GAAP requires that the annual, and any interim, impairment assessment be performed at the reporting unit level. The reporting unit level is one level below an operating segment. Substantially all goodwill was determined and recognized for each reporting unit pursuant to the accounting for the merger or acquisition as of the date of each transaction. With respect to acquisitions integrated into an existing reporting unit, any acquired goodwill is combined with the goodwill of the reporting unit. At the time of goodwill impairment testing, management determines the estimated fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved for each reporting unit. If the calculated estimated fair value is less than the current carrying value, impairment of goodwill of the reporting unit may exist. The use of a discounted cash flow valuation model to determine estimated fair value is common practice in impairment testing. The key assumptions used in the discounted cash flow valuation model for impairment testing includes discount rates, growth rates, cash flow projections and terminal value rates. Discount rates are set by using the Weighted Average Cost of Capital (“WACC”) methodology. The WACC methodology considers market and industry data as well as company specific risk 31


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    factors for each reporting unit in determining the appropriate discount rates to be used. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. Management, considering industry and company-specific historical and projected data, develops growth rates, sales projections and cash flow projections for each reporting unit. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. As an indicator that each reporting unit has been valued appropriately through the use of the discounted cash flow valuation model, the aggregate of all reporting unit’s estimated fair value is reconciled to the total market capitalization of the Company. The Company had 32 reporting units with goodwill as of the first day of the fourth quarter of fiscal 2016, the date of the last annual impairment test. The estimated fair values of each of the reporting units was substantially in excess of their respective carrying values, and therefore, no goodwill impairment was recorded. The Company performed a sensitivity analysis on the discount rate, which is a significant assumption in the calculation of fair values. With a one percentage point increase in the discount rate, the reporting units would continue to have fair values substantially in excess of their respective carrying values. Management tests indefinite-lived intangible assets for impairment at the asset level, as determined by appropriate asset valuation at the time of acquisition. The impairment test for indefinite-lived intangible assets consists of a comparison between the estimated fair values and carrying values. If the carrying amounts of intangible assets that have indefinite useful lives exceed their estimated fair values, an impairment loss will be recognized in an amount equal to the difference. Management utilizes the royalty savings valuation method to determine the estimated fair value for each indefinite-lived intangible asset. In this method, management estimates the royalty savings arising from the ownership of the intangible asset. The key assumptions used in estimating the royalty savings for impairment testing include discount rates, royalty rates, growth rates, sales projections and terminal value rates. Discount rates used are similar to the rates developed by the WACC methodology considering any differences in company-specific risk factors between reporting units and the indefinite-lived intangible assets. Royalty rates are established by management with the advice of valuation experts and periodically substantiated by valuation experts. Management, considering industry and company- specific historical and projected data, develops growth rates and sales projections for each significant intangible asset. Terminal value rate determination follows common methodology of capturing the present value of perpetual sales estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. The discounted cash flow and royalty savings valuation methodologies require management to make certain assumptions based upon information available at the time the valuations are performed. Actual results could differ from these assumptions. Management believes the assumptions used are reflective of what a market participant would have used in calculating fair value considering the current economic conditions. Stock-Based Compensation: The cost of the Company’s stock-based compensation is recorded in accordance with ASC 718, “Stock Compensation.” The Company uses a Black-Scholes-Merton option pricing model to estimate the grant-date fair value of the stock options awarded. The Black-Scholes-Merton model requires assumptions regarding the expected volatility of the Company’s common shares, the risk-free interest rate, the expected life of the stock options award and the Company’s dividend yield. The Company utilizes historical data in determining these assumptions. An increase or decrease in the assumptions or economic events outside of management’s control could have an impact on the Black-Scholes-Merton model. Income Taxes: The Company estimates income taxes in each jurisdiction in which it operates. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets and possible exposures related to future tax audits. To the extent these estimates change, adjustments to deferred and accrued income taxes are made in the period in which the changes occur. Historically, such adjustments have not been significant. 32


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    Results of Operations The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in thousands): Fiscal Years Ended September 30, 2016 % of 2015 % of 2014 % of 2016 Sales 2015 Sales 2014 Sales Net sales . . . . . . . . . . . . . . . . . . . . . . . . $3,171,411 100.0% $2,707,115 100.0% $2,372,906 100.0% Cost of sales . . . . . . . . . . . . . . . . . . . . . 1,443,348 45.5 1,257,270 46.4 1,105,032 46.6 Selling and administrative expenses . . 382,858 12.1 321,624 11.9 276,446 11.7 Amortization of intangible assets . . . . 77,445 2.4 54,219 2.0 63,608 2.7 Income from operations . . . . . . . . . . . . 1,267,760 40.0 1,074,002 39.7 927,820 39.1 Interest expense, net . . . . . . . . . . . . . . 483,850 15.3 418,785 15.5 347,688 14.7 Refinancing costs . . . . . . . . . . . . . . . . . 15,794 0.5 18,393 0.7 131,622 5.5 Income tax provision . . . . . . . . . . . . . . 181,702 5.7 189,612 7.0 141,600 6.0 Net Income . . . . . . . . . . . . . . . . . . . . . . $ 586,414 18.5% $ 447,212 16.5% $ 306,910 12.9% Fiscal year ended September 30, 2016 compared with fiscal year ended September 30, 2015 Total Company Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, 2016 and 2015 were as follows (amounts in millions): Fiscal Years Ended % Change September 30, 2016 September 30, 2015 Change Total Sales Organic sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,762.2 $2,707.1 $ 55.1 2.0% Acquisition sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409.2 — 409.2 15.1% $3,171.4 $2,707.1 $464.3 17.1% Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition date. The amount of acquisition sales shown in the table above was attributable to the acquisitions of Breeze-Eastern and Data Device Corporation in fiscal year 2016 and the acquisitions of PneuDraulics, Pexco Aerospace, Adams Rite Aerospace GmbH and Telair Cargo Group in fiscal year 2015. Commercial aftermarket organic sales increased by $61.3 million, or 6.1%, commercial OEM organic sales decreased by $8.8 million, or 1.1%, and defense organic sales were flat when comparing the fiscal year ended September 30, 2016 to the fiscal year ended September 30, 2015. 33


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    Cost of Sales and Gross Profit. Cost of sales increased by $186.0 million, or 14.8%, to $1,443.3 million for the fiscal year ended September 30, 2016 compared to $1,257.3 million for the fiscal year ended September 30, 2015. Cost of sales and the related percentage of total sales for the fiscal years ended September 30, 2016 and 2015 were as follows (amounts in millions): Fiscal Years Ended September 30, 2016 September 30, 2015 Change % Change Cost of sales—excluding costs below . . . . . . . . . . . . . $1,405.6 $1,235.1 $170.5 13.8% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.3% 45.6% Inventory purchase accounting adjustments . . . . . . . . 23.4 11.4 12.0 105.3% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7% 0.4% Acquisition integration costs . . . . . . . . . . . . . . . . . . . . 8.3 6.1 2.2 36.1% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3% 0.2% Stock compensation expense . . . . . . . . . . . . . . . . . . . . 6.0 4.7 1.3 27.7% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2% 0.2% Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,443.3 1,257.3 $186.0 14.8% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.5% 46.4% Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,728.1 $1,449.8 $278.3 19.2% Gross profit percentage . . . . . . . . . . . . . . . . . . . . . . . . 54.5% 53.6% The increase in the dollar amount of cost of sales during the fiscal year ended September 30, 2016 was primarily due to increased volume associated with the sales from acquisitions and organic sales growth. Gross profit as a percentage of sales increased by 0.9 percentage points to 54.5% for the fiscal year ended September 30, 2016 from 53.6% for the fiscal year ended September 30, 2015. The dollar amount of gross profit increased by $278.3 million, or 19.2%, for the fiscal year ended September 30, 2016 compared to the comparable period last year due to the following items: • Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $171.2 million for the fiscal year ended September 30, 2016, which represented gross profit of approximately 42% of the acquisition sales. The lower gross profit margin on the acquisition sales reduced gross profit as a percentage of consolidated sales by approximately 2 percentage points. • 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 $122.6 million for the fiscal year ended September 30, 2016. • Slightly offsetting the increases in gross profit was the impact of higher inventory purchase accounting adjustments, acquisition integration costs and stock compensation expense charged to cost of sales of approximately $15.5 million. 34


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    Selling and Administrative Expenses. Selling and administrative expenses increased by $61.3 million to $382.9 million, or 12.1% of sales, for the fiscal year ended September 30, 2016 from $321.6 million, or 11.9% of sales, for the comparable period last year. Selling and administrative expenses and the related percentage of total sales for the fiscal years ended September 30, 2016 and 2015 were as follows (amounts in millions): Fiscal Years Ended September 30, 2016 September 30, 2015 Change % Change Selling and administrative expenses—excluding costs below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $314.5 $276.1 $38.4 13.9% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.9% 10.2% Stock compensation expense . . . . . . . . . . . . . . . . . . . . 42.4 26.8 15.6 58.2% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3% 1.0% Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . 26.0 18.7 7.3 39.0% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8% 0.7% Total selling and administrative expenses . . . . . . . . . . $382.9 $321.6 $61.3 19.1% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1% 11.9% The increase in the dollar amount of selling and administrative expenses during the fiscal year ended September 30, 2016 is primarily due to higher selling and administrative expenses relating to recent acquisitions of approximately $44.8 million, which was approximately 11% of acquisition sales, and higher acquisition- related and stock compensation expenses of $7.3 million and $15.6 million, respectively. Amortization of Intangible Assets. Amortization of intangible assets increased to $77.4 million for the fiscal year ended September 30, 2016 from $54.2 million for the comparable period last year. The net increase of $23.2 million was primarily due to the acquisitions of Breeze-Eastern and Data Device Corporation in fiscal 2016 and full year amortization recorded on the acquisitions made during fiscal 2015. Refinancing Costs. Refinancing costs of $15.8 million were recorded during the year ended September 30, 2016 representing debt issuance costs expensed in connection with the debt financing activity in June 2016. Included within the $15.8 million was approximately $1.4 million of unamortized debt issuance costs written off. Refinancing costs of $18.4 million were recorded during the fiscal year ended September 30, 2015 representing debt issuance costs expensed in conjunction with the debt financing activity in May 2015. Included within the $18.4 million was approximately $10.2 million of unamortized debt issuance costs written off. Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and revolving credit facility fees offset by interest income. Interest expense-net increased $65.1 million, or 15.5%, to $483.9 million for the fiscal year ended September 30, 2016 from $418.8 million for the comparable 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 $8,834 million for the fiscal year ended September 30, 2016 and approximately $7,827 million for the fiscal year ended September 30, 2015 in addition to a slight increase in the weighted average cash interest rate during the fiscal year ended September 30, 2016 of 5.3% compared to the weighted average cash interest rate during the comparable prior period of 5.2%. 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 additional incremental term loans of $950 million in June 2016, the issuance of the 2025 Notes for $450 million in May 2015 and the additional incremental term loans of $1.0 billion in May 2015. The weighted average interest rate for cash interest payments on total borrowings outstanding at September 30, 2016 was 5.2%. Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 23.7% for the fiscal year ended September 30, 2016 compared to 29.8% for the fiscal year ended September 30, 2015. The Company’s effective tax rate for these periods was less than the Federal statutory tax rate due 35


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    primarily to excess tax benefits on equity compensation, foreign earnings taxed at rates lower than the U.S. statutory rates, and the domestic manufacturing deduction. The decrease in the effective tax rate for the fiscal year ended September 30, 2016 compared to the fiscal year ended September 30, 2015 was primarily due to the excess tax benefits on equity compensation and foreign earnings taxed at rates lower than the U.S. statutory rate. Net Income. Net income increased $139.2 million, or 31.1%, to $586.4 million for the fiscal year ended September 30, 2016 compared to net income of $447.2 million for the year ended September 30, 2015, primarily as a result of the factors referred to above. Earnings per Share. The basic and diluted earnings per share were $10.39 for the fiscal year ended September 30, 2016 and $7.84 per share for the fiscal year ended September 30, 2015. Net income for the fiscal year ended September 30, 2016 of $586.4 million was decreased by dividend equivalent payments of $3.0 million resulting in net income available to common shareholders of $583.4 million. Net income for the fiscal year ended September 30, 2015 of $447.2 million was decreased by dividend equivalent payments of $3.4 million resulting in net income available to common shareholders of $443.8 million. The increase in earnings per share of $2.55 per share to $10.39 per share is a result of the factors referred to above. Business Segments Segment Net Sales. Net sales by segment for the fiscal years ended September 30, 2016 and 2015 were as follows (amounts in millions): Fiscal Years Ended September 30, 2016 % of Sales 2015 % of Sales Change % Change Power & Control . . . . . . . . . . . . . . . . . . . . . . . . $1,621.7 51.1% $1,330.1 49.1% $291.6 21.9% Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,447.9 45.7% 1,280.7 47.3% 167.2 13.1% Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . 101.8 3.2% 96.3 3.6% 5.5 5.7% $3,171.4 100.0% $2,707.1 100.0% $464.3 17.2% Organic sales for the Power & Control segment decreased $21.2 million, or a decrease of 1.6%, when compared to the fiscal year ended September 30, 2015. The organic sales decrease resulted primarily from decreases in commercial OEM sales ($31.4 million, a decrease of 9.3%) and in defense sales ($20.6 million, a decrease of 4.0%) partially offset by an increase in commercial aftermarket sales ($32.1 million, an increase of 7.1%). Acquisition sales for the Power & Control segment totaled $312.8 million, or an increase of 23.5%, resulting from the acquisitions of Breeze-Eastern and Data Device Corporation in fiscal year 2016 and the acquisitions of PneuDraulics, Telair International GmbH and Telair US LLC in fiscal year 2015. Organic sales for the Airframe segment increased $70.7 million, or an increase of 5.5%, when compared to the fiscal year ended September 30, 2015. The organic sales increase primarily resulted from increases in commercial aftermarket ($29.3 million, an increase of 5.3%), commercial OEM sales ($19.6 million, an increase of 4.5%) and defense sales ($21.6 million, an increase of 7.7%). Acquisition sales for the Airframe segment totaled $96.5 million, or an increase of 7.5%, resulting from the acquisitions of Pexco Aerospace, Adams Rite Aerospace GmbH and Nordisk Aviation Products in fiscal year 2015. Sales for the Non-aviation segment increased $5.5 million when compared to the fiscal year ended September 30, 2015. The sales increase was primarily due to an increase in commercial OEM sales of approximately $3.0 million. There was no impact from acquisitions in the results of the Non-aviation segment. 36


  • Page 47

    EBITDA As Defined. EBITDA As Defined by segment for the fiscal years ended September 30, 2016 and 2015 were as follows (amounts in millions): Fiscal Years Ended September 30, % of Segment % of Segment 2016 Sales 2015 Sales Change % Change Power & Control . . . . . . . . . . . . . . . . . . . $ 787.4 48.6% $ 653.0 49.1% $134.4 20.6% Airframe . . . . . . . . . . . . . . . . . . . . . . . . . 709.9 49.0% 585.5 45.7% 124.4 21.2% Non-aviation . . . . . . . . . . . . . . . . . . . . . . 28.2 27.7% 22.4 23.3% 5.8 25.9% $1,525.5 48.1% $1,260.9 46.6% $264.6 21.0% Organic EBITDA As Defined for the Power & Control segment increased approximately $22.9 million for the fiscal year ended September 30, 2016 compared to the fiscal year ended September 30, 2015. EBITDA As Defined from the acquisitions of Breeze-Eastern and Data Device Corporation in fiscal year 2016 and the acquisitions of PneuDraulics, Telair International GmbH and Telair US LLC in fiscal year 2015 was approximately $111.5 million for the fiscal year ended September 30, 2016. Organic EBITDA As Defined for the Airframe segment increased approximately $76.9 million for the fiscal year ended September 30, 2016 compared to the fiscal year ended September 30, 2015. EBITDA As Defined from the fiscal year 2015 acquisitions of Pexco Aerospace, Adams Rite Aerospace GmbH and Nordisk Aviation Products was approximately $47.5 million for the fiscal year ended September 30, 2016. EBITDA As Defined for the Non-aviation segment increased approximately $5.8 million for the fiscal year ended September 30, 2016 compared to the fiscal year ended September 30, 2015. There was no impact from acquisitions in the results of the Non-aviation segment. Fiscal year ended September 30, 2015 compared with fiscal year ended September 30, 2014 Total Company Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, 2015 and 2014 were as follows (amounts in millions): Fiscal Years Ended % Change September 30, 2015 September 30, 2014 Change Total Sales Organic sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,450.9 $2,372.9 $ 78.0 3.3% Acquisition sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256.2 — 256.2 10.8% $2,707.1 $2,372.9 $334.2 14.1% Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition dates. The amount of acquisition sales shown in the table above was attributable to the acquisitions of Telair Cargo Group, Adams Rite Aerospace GmbH, Pexco Aerospace and PneuDraulics in fiscal 2015 and Airborne and EME in fiscal 2014. Commercial aftermarket sales increased $36.9 million, or an increase of 4.2%, defense sales increased $29.8 million, or an increase of 4.3%, and commercial OEM sales increased $16.4 million, or an increase of 2.4%, for the fiscal year ended September 30, 2015 compared to fiscal year ended September 30, 2014. 37


  • Page 48

    Cost of Sales and Gross Profit. Cost of sales increased by $152.3 million, or 13.8%, to $1,257.3 million for the fiscal year ended September 30, 2015 compared to $1,105.0 million for the fiscal year ended September 30, 2014. Cost of sales and the related percentage of total sales for the fiscal years ended September 30, 2015 and 2014 were as follows (amounts in millions): Fiscal Years Ended September 30, 2015 September 30, 2014 Change % Change Cost of sales—excluding acquisition-related costs below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,235.1 $1,084.5 $150.6 13.9% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.6% 45.7% Inventory purchase accounting adjustments . . . . . . . . 11.4 10.4 1.0 9.6% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4% 0.4% Acquisition integration costs . . . . . . . . . . . . . . . . . . . . 6.1 6.1 — — % % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2% 0.3% Stock compensation expense . . . . . . . . . . . . . . . . . . . . 4.7 4.0 0.7 17.5% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2% 0.2% Total cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,257.3 $1,105.0 $152.3 13.8% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.6% 45.5% Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,449.8 $1,267.9 $181.9 14.3% Gross profit percentage . . . . . . . . . . . . . . . . . . . . . . . . 53.6% 53.4% The increase in the dollar amount of cost of sales during the fiscal year ended September 30, 2015 was primarily due to increased volume associated with the sales from acquisitions and organic sales growth. Gross profit as a percentage of sales increased by 0.2 percentage points to 53.6% for the fiscal year ended September 30, 2015 from 53.4% for the fiscal year ended September 30, 2014. The dollar amount of gross profit increased by $181.9 million, or 14.3%, for the fiscal year ended September 30, 2015 compared to the comparable period last year due to the following items: • Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $100 million for the fiscal year ended September 30, 2015, which represented gross profit of approximately 39% of the acquisition sales. The lower gross profit margin on the acquisition sales reduced gross profit as a percentage of consolidated sales by approximately 2 percentage points. • 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 $83 million for the fiscal year ended September 30, 2015. • Slightly offsetting the increases in gross profit was the impact of higher inventory purchase accounting adjustments charged to cost of sales of approximately $1 million. 38


  • Page 49

    Selling and Administrative Expenses. Selling and administrative expenses increased by $45.2 million to $321.6 million, or 11.9% of sales, for the fiscal year ended September 30, 2015 from $276.4 million, or 11.6% of sales, for the comparable period last year. Selling and administrative expenses and the related percentage of total sales for the fiscal years ended September 30, 2015 and 2014 were as follows (amounts in millions): Fiscal Years Ended September 30, 2015 September 30, 2014 Change % Change Selling and administrative expenses—excluding costs below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $276.1 $249.4 $26.7 10.7% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.2% 10.5% Stock compensation expense . . . . . . . . . . . . . . . . . . . . 26.8 22.4 4.4 19.6% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0% 0.9% Acquisition-related expenses . . . . . . . . . . . . . . . . . . . . 18.7 4.6 14.1 306.5% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7% 0.2% Total selling and administrative expenses . . . . . . . . . . $321.6 $276.4 $45.2 16.4% % of total sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9% 11.6% The increase in the dollar amount of selling and administrative expenses during the fiscal year ended September 30, 2015 is primarily due to higher selling and administrative expenses relating to recent acquisitions of approximately $23 million, which was approximately 9% of acquisition sales, and higher acquisition-related and stock compensation expenses of $14.1 million and $4.4 million, respectively. Amortization of Intangible Assets. Amortization of intangible assets decreased to $54.2 million for the fiscal year ended September 30, 2015 from $63.6 million for the comparable period last year. The net decrease of $9.4 million was primarily due to order backlog amortization expense from prior acquisitions becoming fully amortized. Refinancing Costs. Refinancing costs of $18.4 million were recorded during the fiscal year ended September 30, 2015 representing debt issuance costs expensed in connection with the debt financing activity in May 2015. Included within the $18.4 million was approximately $10.2 million of unamortized debt issuance costs written off. Refinancing costs of $131.6 million were recorded during the fiscal year ended September 30, 2014 representing debt issuance costs expensed in conjunction with the repurchase of the 2018 Notes. The $131.6 million expense consisted of the premium of $121.1 million paid to redeem the 2018 Notes and the write- off of debt issuance costs of $10.5 million. Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and revolving credit facility fees offset by interest income. Interest expense-net increased $71.1 million, or 20.4%, to $418.8 million for the fiscal year ended September 30, 2015 from $347.7 million for the comparable 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 $7,827 million for the fiscal year ended September 30, 2015 and approximately $6,310 million for the fiscal year ended September 30, 2014 slightly offset by a decrease in the weighted average cash interest rate during the fiscal year ended September 30, 2015 of 5.2% compared to the weighted average cash interest rate during the comparable prior period of 5.3%. The increase in weighted average level of borrowings was primarily due to the issuance of the 2025 Notes for $450.0 million in May 2015 and the additional incremental term loan of $1,000.0 million in May 2015. The weighted average interest rate for cash interest payments on total borrowings outstanding at September 30, 2015 was 5.0%. Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 29.8% for the fiscal year ended September 30, 2015 compared to 31.6% for the fiscal year ended September 30, 2014. The Company’s effective tax rate for these periods was less than the Federal statutory tax rate due 39


  • Page 50

    primarily to the domestic manufacturing deduction, foreign earnings taxed at rates lower than the U.S. statutory rates, and a discrete adjustment from filing fiscal 2014 and 2013 U.S. income tax returns. The decrease in the effective tax rate for the fiscal year ended September 30, 2015 compared to the fiscal year ended September 30, 2014 was primarily due to the ability to recognize the benefit from the utilization of foreign tax credits in the current and future years, foreign earnings taxed at rates lower than the U.S. statutory rate, and a discrete adjustment related to the closing of the fiscal year 2012 and 2013 IRS examination. Net Income. Net income increased $140.3 million, or 45.7%, to $447.2 million for the fiscal year ended September 30, 2015 compared to net income of $306.9 million for the year ended September 30, 2014, primarily as a result of the factors referred to above. Earnings per Share. The basic and diluted earnings per share were $7.84 for the fiscal year ended September 30, 2015 and $3.16 per share for the fiscal year ended September 30, 2014. Net income for the fiscal year ended September 30, 2015 of $447.2 million was decreased by dividend equivalent payments of $3.4 million resulting in net income available to common shareholders of $443.8 million. Net income for the fiscal year ended September 30, 2014 of $306.9 million was decreased by dividend equivalent payments of $126.6 million resulting in net income available to common shareholders of $180.3 million. The increase in earnings per share of $4.68 per share to $7.84 per share is a result of the factors referred to above. Business Segments Segment Net Sales. Net sales by segment for the fiscal years ended September 30, 2015 and 2014 were as follows (amounts in millions): Fiscal Years Ended September 30, 2015 % of Sales 2014 % of Sales Change % Change Power & Control . . . . . . . . . . . . . . . . . . . . . . . . $1,330.1 49.1% $1,161.8 49.0% $168.3 14.5% Airframe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,280.7 47.3% 1,115.6 47.0% 165.1 14.8% Non-aviation . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.3 3.6% 95.5 4.0% 0.8 0.8% $2,707.1 100.0% $2,372.9 100.0% $334.2 14.1% Organic sales for the Power & Control segment increased approximately $32 million when compared to the fiscal year ended September 30, 2014. The sales increase was primarily due to an increase in defense sales of approximately $23 million, or an increase of 5.0%. Acquisition sales for the Power & Control segment totaled $136 million, or an 11.7% increase in segment sales, resulting from the acquisitions of Telair International, Telair US and PneuDraulics in fiscal 2015. Organic sales for the Airframe segment, increased approximately $45 million when compared to the fiscal year ended September 30, 2014. The sales increase was primarily due to an increase in commercial aftermarket sales of approximately $34 million, or an increase of 7.2%, and an increase in commercial OEM sales of approximately $12 million, or an increase of 3.1%. Acquisition sales for the Airframe segment totaled $120 million, or a 10.8% increase in segment sales, resulting from the acquisitions of Nordisk Aviation Products, Adams Rite Aerospace GmbH and Pexco Aerospace in fiscal 2015 and Airborne and EME in fiscal 2014. Sales for the Non-aviation segment increased approximately $0.8 million when compared to the fiscal year ended September 30, 2014. The sales increase was primarily due to an increase in commercial OEM sales of approximately $0.6 million. There was no impact from acquisitions in the results of the Non-aviation segment. 40

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