ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
1301 East 9
th
Street, Suite 3000, Cleveland, Ohio
|
|
44114
|
(Address of principal executive offices)
|
|
(Zip Code)
|
LARGE ACCELERATED FILER
|
ý
|
|
ACCELERATED FILER
|
¨
|
NON-ACCELERATED FILER
|
¨
|
|
SMALLER REPORTING COMPANY
|
¨
|
|
|
|
Page
|
Part I
|
|
FINANCIAL INFORMATION
|
|
|
Item 1
|
Financial Statements
|
|
|
|
Condensed Consolidated Balance Sheets – April 2, 2016 and September 30, 2015
|
|
|
|
Condensed Consolidated Statements of Income – Thirteen and Twenty-Six Week Periods Ended April 2, 2016 and March 28, 2015
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income – Thirteen and Twenty-Six Week Periods Ended April 2, 2016 and March 28, 2015
|
|
|
|
Condensed Consolidated Statement of Changes in Stockholders’ Deficit – Twenty-Six Week Period Ended April 2, 2016
|
|
|
|
Condensed Consolidated Statements of Cash Flows – Twenty-Six Week Periods Ended April 2, 2016 and March 28, 2015
|
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
Item 2
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
|
Item 4
|
Controls and Procedures
|
|
Part II
|
|
OTHER INFORMATION
|
|
|
Item 1A
|
Risk Factors
|
|
|
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Item 6
|
Exhibits
|
|
SIGNATURES
|
|
|
|
April 2, 2016
|
|
September 30, 2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
612,015
|
|
|
$
|
714,033
|
|
Trade accounts receivable - Net
|
480,579
|
|
|
444,072
|
|
||
Inventories - Net
|
634,129
|
|
|
591,401
|
|
||
Prepaid expenses and other
|
31,277
|
|
|
37,081
|
|
||
Total current assets
|
1,758,000
|
|
|
1,786,587
|
|
||
PROPERTY, PLANT AND EQUIPMENT - Net
|
275,849
|
|
|
260,684
|
|
||
GOODWILL
|
4,785,683
|
|
|
4,686,220
|
|
||
OTHER INTANGIBLE ASSETS - Net
|
1,505,283
|
|
|
1,539,851
|
|
||
OTHER
|
34,659
|
|
|
30,593
|
|
||
TOTAL ASSETS
|
$
|
8,359,474
|
|
|
$
|
8,303,935
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
43,464
|
|
|
$
|
43,427
|
|
Short-term borrowings - trade receivable securitization facility
|
199,895
|
|
|
199,792
|
|
||
Accounts payable
|
125,929
|
|
|
142,822
|
|
||
Accrued liabilities
|
306,708
|
|
|
271,553
|
|
||
Total current liabilities
|
675,996
|
|
|
657,594
|
|
||
LONG-TERM DEBT
|
8,091,934
|
|
|
8,106,383
|
|
||
DEFERRED INCOME TAXES
|
396,495
|
|
|
404,997
|
|
||
OTHER NON-CURRENT LIABILITIES
|
156,867
|
|
|
173,267
|
|
||
Total liabilities
|
9,321,292
|
|
|
9,342,241
|
|
||
STOCKHOLDERS’ DEFICIT:
|
|
|
|
||||
Common stock - $.01 par value; authorized 224,400,000 shares; issued 55,397,057 and 55,100,094 at April 2, 2016 and September 30, 2015, respectively
|
554
|
|
|
551
|
|
||
Additional paid-in capital
|
1,002,876
|
|
|
950,324
|
|
||
Accumulated deficit
|
(1,471,705
|
)
|
|
(1,717,232
|
)
|
||
Accumulated other comprehensive loss
|
(109,848
|
)
|
|
(96,009
|
)
|
||
Treasury stock, at cost; 2,430,487 and 1,415,100 shares at April 2, 2016 and September 30, 2015, respectively
|
(383,695
|
)
|
|
(175,940
|
)
|
||
Total stockholders’ deficit
|
(961,818
|
)
|
|
(1,038,306
|
)
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
8,359,474
|
|
|
$
|
8,303,935
|
|
|
Thirteen Week Periods Ended
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||||
NET SALES
|
$
|
796,801
|
|
|
$
|
619,030
|
|
|
$
|
1,498,496
|
|
|
$
|
1,205,928
|
|
COST OF SALES
|
371,140
|
|
|
277,413
|
|
|
698,267
|
|
|
543,138
|
|
||||
GROSS PROFIT
|
425,661
|
|
|
341,617
|
|
|
800,229
|
|
|
662,790
|
|
||||
SELLING AND ADMINISTRATIVE EXPENSES
|
95,064
|
|
|
74,026
|
|
|
177,267
|
|
|
141,505
|
|
||||
AMORTIZATION OF INTANGIBLE ASSETS
|
18,522
|
|
|
11,030
|
|
|
34,845
|
|
|
24,056
|
|
||||
INCOME FROM OPERATIONS
|
312,075
|
|
|
256,561
|
|
|
588,117
|
|
|
497,229
|
|
||||
INTEREST EXPENSE - Net
|
111,288
|
|
|
99,892
|
|
|
223,271
|
|
|
198,827
|
|
||||
INCOME BEFORE INCOME TAXES
|
200,787
|
|
|
156,669
|
|
|
364,846
|
|
|
298,402
|
|
||||
INCOME TAX PROVISION
|
62,160
|
|
|
45,775
|
|
|
111,317
|
|
|
91,975
|
|
||||
NET INCOME
|
$
|
138,627
|
|
|
$
|
110,894
|
|
|
$
|
253,529
|
|
|
$
|
206,427
|
|
NET INCOME APPLICABLE TO COMMON STOCK
|
$
|
138,627
|
|
|
$
|
110,894
|
|
|
$
|
250,529
|
|
|
$
|
203,062
|
|
Net earnings per share - see Note 5:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
2.47
|
|
|
$
|
1.96
|
|
|
$
|
4.44
|
|
|
$
|
3.59
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
56,134
|
|
|
56,604
|
|
|
56,475
|
|
|
56,603
|
|
|
Thirteen Week Periods Ended
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||||
Net income
|
$
|
138,627
|
|
|
$
|
110,894
|
|
|
$
|
253,529
|
|
|
$
|
206,427
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
4,636
|
|
|
(24,083
|
)
|
|
(4,314
|
)
|
|
(34,781
|
)
|
||||
Interest rate swap and cap agreements
|
(18,383
|
)
|
|
(13,918
|
)
|
|
(9,525
|
)
|
|
(24,456
|
)
|
||||
Other comprehensive loss, net of tax
|
(13,747
|
)
|
|
(38,001
|
)
|
|
(13,839
|
)
|
|
(59,237
|
)
|
||||
TOTAL COMPREHENSIVE INCOME
|
$
|
124,880
|
|
|
$
|
72,893
|
|
|
$
|
239,690
|
|
|
$
|
147,190
|
|
|
Common Stock
|
|
Additional Paid-In
Capital
|
|
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
|
||||||||||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
Accumulated
Deficit
|
|
|
Number
of Shares
|
|
Value
|
|
Total
|
||||||||||||||||
BALANCE, OCTOBER 1, 2015
|
55,100,094
|
|
|
$
|
551
|
|
|
$
|
950,324
|
|
|
$
|
(1,717,232
|
)
|
|
$
|
(96,009
|
)
|
|
(1,415,100
|
)
|
|
$
|
(175,940
|
)
|
|
$
|
(1,038,306
|
)
|
Unvested dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,002
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,002
|
)
|
||||||
Compensation expense recognized for employee stock options
|
—
|
|
|
—
|
|
|
22,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,448
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
—
|
|
|
—
|
|
|
17,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,720
|
|
||||||
Exercise of employee stock options
|
296,963
|
|
|
3
|
|
|
12,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,387
|
|
||||||
Treasury stock purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,015,387
|
)
|
|
(207,755
|
)
|
|
(207,755
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
253,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253,529
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,314
|
)
|
|
—
|
|
|
—
|
|
|
(4,314
|
)
|
||||||
Interest rate swaps and caps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,525
|
)
|
|
—
|
|
|
—
|
|
|
(9,525
|
)
|
||||||
BALANCE, APRIL 2, 2016
|
55,397,057
|
|
|
$
|
554
|
|
|
$
|
1,002,876
|
|
|
$
|
(1,471,705
|
)
|
|
$
|
(109,848
|
)
|
|
(2,430,487
|
)
|
|
$
|
(383,695
|
)
|
|
$
|
(961,818
|
)
|
|
Twenty-Six Week Periods Ended
|
||||||
|
April 2, 2016
|
|
March 28, 2015
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
253,529
|
|
|
$
|
206,427
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
20,333
|
|
|
16,347
|
|
||
Amortization of intangible assets and product certification costs
|
35,204
|
|
|
24,499
|
|
||
Amortization of debt issuance costs
|
7,664
|
|
|
7,947
|
|
||
Non-cash equity compensation
|
22,448
|
|
|
13,594
|
|
||
Excess tax benefits related to share-based payment arrangements
|
(17,720
|
)
|
|
(38,029
|
)
|
||
Deferred income taxes
|
2,624
|
|
|
5,528
|
|
||
Changes in assets/liabilities, net of effects from acquisitions of businesses:
|
|
|
|
||||
Trade accounts receivable
|
(18,484
|
)
|
|
(9,656
|
)
|
||
Inventories
|
(15,534
|
)
|
|
(19,374
|
)
|
||
Income taxes receivable/payable
|
13,987
|
|
|
4,508
|
|
||
Other assets
|
4,891
|
|
|
(529
|
)
|
||
Accounts payable
|
(27,665
|
)
|
|
(11,349
|
)
|
||
Accrued interest
|
824
|
|
|
18,748
|
|
||
Accrued and other liabilities
|
(12,941
|
)
|
|
(35,745
|
)
|
||
Net cash provided by operating activities
|
269,160
|
|
|
182,916
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures, net of disposals
|
(22,314
|
)
|
|
(22,999
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(144,380
|
)
|
|
(723,200
|
)
|
||
Net cash used in investing activities
|
(166,694
|
)
|
|
(746,199
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Excess tax benefits related to share-based payment arrangements
|
17,720
|
|
|
38,029
|
|
||
Proceeds from exercise of stock options
|
12,384
|
|
|
39,122
|
|
||
Dividends paid
|
(3,000
|
)
|
|
(3,365
|
)
|
||
Treasury stock purchased
|
(207,755
|
)
|
|
—
|
|
||
Repayment on term loans
|
(21,920
|
)
|
|
(9,824
|
)
|
||
Proceeds from revolving credit facility
|
—
|
|
|
75,250
|
|
||
Other
|
(53
|
)
|
|
(41
|
)
|
||
Net cash (used in) provided by financing activities
|
(202,624
|
)
|
|
139,171
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(1,860
|
)
|
|
(2,917
|
)
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(102,018
|
)
|
|
(427,029
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
714,033
|
|
|
819,548
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
612,015
|
|
|
$
|
392,519
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
215,012
|
|
|
$
|
161,870
|
|
Cash paid during the period for income taxes
|
$
|
76,696
|
|
|
$
|
86,202
|
|
|
Assets acquired:
|
|
||
Current assets, excluding cash acquired
|
$
|
143,643
|
|
Property, plant, and equipment
|
16,011
|
|
|
Intangible assets
|
205,000
|
|
|
Goodwill
|
483,390
|
|
|
Other
|
5,968
|
|
|
Total assets acquired
|
$
|
854,012
|
|
Liabilities assumed:
|
|
||
Current liabilities
|
$
|
59,150
|
|
Other noncurrent liabilities
|
64,001
|
|
|
Total liabilities assumed
|
$
|
123,151
|
|
Net assets acquired
|
$
|
730,861
|
|
|
Thirteen Week Periods Ended
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||||
Numerator for earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
138,627
|
|
|
$
|
110,894
|
|
|
$
|
253,529
|
|
|
$
|
206,427
|
|
Less dividends paid on participating securities
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
|
(3,365
|
)
|
||||
Net income applicable to common stock - basic and diluted
|
$
|
138,627
|
|
|
$
|
110,894
|
|
|
$
|
250,529
|
|
|
$
|
203,062
|
|
Denominator for basic and diluted earnings per share under the two-class method:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
53,222
|
|
|
52,915
|
|
|
53,468
|
|
|
52,721
|
|
||||
Vested options deemed participating securities
|
2,912
|
|
|
3,689
|
|
|
3,007
|
|
|
3,882
|
|
||||
Total shares for basic and diluted earnings per share
|
56,134
|
|
|
56,604
|
|
|
56,475
|
|
|
56,603
|
|
||||
Basic and diluted earnings per share
|
$
|
2.47
|
|
|
$
|
1.96
|
|
|
$
|
4.44
|
|
|
$
|
3.59
|
|
|
April 2, 2016
|
|
September 30, 2015
|
||||
Raw materials and purchased component parts
|
$
|
427,155
|
|
|
$
|
371,073
|
|
Work-in-progress
|
163,868
|
|
|
164,793
|
|
||
Finished goods
|
120,761
|
|
|
122,956
|
|
||
Total
|
711,784
|
|
|
658,822
|
|
||
Reserves for excess and obsolete inventory
|
(77,655
|
)
|
|
(67,421
|
)
|
||
Inventories - Net
|
$
|
634,129
|
|
|
$
|
591,401
|
|
|
April 2, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Trademarks and trade names
|
$
|
636,242
|
|
|
—
|
|
|
$
|
636,242
|
|
|
$
|
634,504
|
|
|
$
|
—
|
|
|
$
|
634,504
|
|
|
Technology
|
1,095,422
|
|
|
259,447
|
|
|
835,975
|
|
|
1,100,317
|
|
|
233,434
|
|
|
866,883
|
|
||||||
Order backlog
|
22,003
|
|
|
17,517
|
|
|
4,486
|
|
|
19,501
|
|
|
10,709
|
|
|
8,792
|
|
||||||
Other
|
43,287
|
|
|
14,707
|
|
|
28,580
|
|
|
43,229
|
|
|
13,557
|
|
|
29,672
|
|
||||||
Total
|
$
|
1,796,954
|
|
|
$
|
291,671
|
|
|
$
|
1,505,283
|
|
|
$
|
1,797,551
|
|
|
$
|
257,700
|
|
|
$
|
1,539,851
|
|
|
Cost
|
|
Amortization
Period
|
||
Intangible assets not subject to amortization:
|
|
|
|
||
Goodwill
|
$
|
106,689
|
|
|
|
Trademarks and trade names
|
15,000
|
|
|
|
|
|
121,689
|
|
|
|
|
Intangible assets subject to amortization:
|
|
|
|
||
Technology
|
20,000
|
|
|
20 years
|
|
Order backlog
|
3,000
|
|
|
1 year
|
|
|
23,000
|
|
|
17.5 years
|
|
Total
|
$
|
144,689
|
|
|
|
|
Power &
Control
|
|
Airframe
|
|
Non-
aviation
|
|
Total
|
||||||||
Balance, September 30, 2015
|
$
|
2,238,443
|
|
|
$
|
2,392,408
|
|
|
$
|
55,369
|
|
|
$
|
4,686,220
|
|
Goodwill acquired during the year
|
106,689
|
|
|
—
|
|
|
—
|
|
|
106,689
|
|
||||
Purchase price allocation adjustments
|
196
|
|
|
(2,875
|
)
|
|
—
|
|
|
(2,679
|
)
|
||||
Other
|
33
|
|
|
(4,580
|
)
|
|
—
|
|
|
(4,547
|
)
|
||||
Balance, April 2, 2016
|
$
|
2,345,361
|
|
|
$
|
2,384,953
|
|
|
$
|
55,369
|
|
|
$
|
4,785,683
|
|
|
April 2, 2016
|
||||||||||||||
|
Gross Amount
|
|
Debt Issuance Costs
|
|
Original Issue Discount
|
|
Net Amount
|
||||||||
Short-term borrowings—trade receivable securitization facility
|
$
|
200,000
|
|
|
$
|
(105
|
)
|
|
$
|
—
|
|
|
$
|
199,895
|
|
Term loans
|
$
|
4,360,894
|
|
|
$
|
(38,958
|
)
|
|
$
|
(5,060
|
)
|
|
$
|
4,316,876
|
|
5 1/2% senior subordinated notes due 2020 (2020 Notes)
|
550,000
|
|
|
(4,827
|
)
|
|
—
|
|
|
545,173
|
|
||||
7 1/2% senior subordinated notes due 2021 (2021 Notes)
|
500,000
|
|
|
(3,465
|
)
|
|
—
|
|
|
496,535
|
|
||||
6% senior subordinated notes due 2022 (2022 Notes)
|
1,150,000
|
|
|
(9,101
|
)
|
|
—
|
|
|
1,140,899
|
|
||||
6 1/2% senior subordinated notes due 2024 (2024 Notes)
|
1,200,000
|
|
|
(9,806
|
)
|
|
—
|
|
|
1,190,194
|
|
||||
6 1/2% senior subordinated notes due 2025 (2025 Notes)
|
450,000
|
|
|
(4,279
|
)
|
|
—
|
|
|
445,721
|
|
||||
|
8,210,894
|
|
|
(70,436
|
)
|
|
(5,060
|
)
|
|
8,135,398
|
|
||||
Less current portion
|
43,840
|
|
|
(376
|
)
|
|
—
|
|
|
43,464
|
|
||||
Long-term debt
|
$
|
8,167,054
|
|
|
$
|
(70,060
|
)
|
|
$
|
(5,060
|
)
|
|
$
|
8,091,934
|
|
|
September 30, 2015
|
||||||||||||||
|
Gross Amount
|
|
Debt Issuance Costs
|
|
Original Issue Discount
|
|
Net Amount
|
||||||||
Short-term borrowings—trade receivable securitization facility
|
$
|
200,000
|
|
|
$
|
(208
|
)
|
|
$
|
—
|
|
|
$
|
199,792
|
|
Term loans
|
$
|
4,382,813
|
|
|
$
|
(43,660
|
)
|
|
$
|
(5,471
|
)
|
|
$
|
4,333,682
|
|
2020 Notes
|
550,000
|
|
|
(5,355
|
)
|
|
—
|
|
|
544,645
|
|
||||
2021 Notes
|
500,000
|
|
|
(3,789
|
)
|
|
—
|
|
|
496,211
|
|
||||
2022 Notes
|
1,150,000
|
|
|
(9,821
|
)
|
|
—
|
|
|
1,140,179
|
|
||||
2024 Notes
|
1,200,000
|
|
|
(10,394
|
)
|
|
—
|
|
|
1,189,606
|
|
||||
2025 Notes
|
450,000
|
|
|
(4,513
|
)
|
|
—
|
|
|
445,487
|
|
||||
|
8,232,813
|
|
|
(77,532
|
)
|
|
(5,471
|
)
|
|
8,149,810
|
|
||||
Less current portion
|
43,840
|
|
|
(413
|
)
|
|
—
|
|
|
43,427
|
|
||||
Long-term debt
|
$
|
8,188,973
|
|
|
$
|
(77,119
|
)
|
|
$
|
(5,471
|
)
|
|
$
|
8,106,383
|
|
|
|
|
April 2, 2016
|
|
September 30, 2015
|
|||||||||||||
|
Level
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
1
|
|
|
$
|
612,015
|
|
|
$
|
612,015
|
|
|
$
|
714,033
|
|
|
$
|
714,033
|
|
Interest rate cap agreements
(1)
|
2
|
|
|
3,460
|
|
|
3,460
|
|
|
8,180
|
|
|
8,180
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest rate swap agreements
(2)
|
2
|
|
|
31,910
|
|
|
31,910
|
|
|
24,770
|
|
|
24,770
|
|
||||
Interest rate swap agreements
(3)
|
2
|
|
|
52,870
|
|
|
52,870
|
|
|
49,730
|
|
|
49,730
|
|
||||
Short-term borrowings - trade receivable securitization facility
(4)
|
1
|
|
|
199,895
|
|
|
199,895
|
|
|
199,792
|
|
|
199,792
|
|
||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|||||||||
Term loans
(4)
|
2
|
|
|
4,316,876
|
|
|
4,299,361
|
|
|
4,333,682
|
|
|
4,344,000
|
|
||||
2020 Notes
(4)
|
1
|
|
|
545,173
|
|
|
551,375
|
|
|
544,645
|
|
|
520,000
|
|
||||
2021 Notes
(4)
|
1
|
|
|
496,535
|
|
|
522,500
|
|
|
496,211
|
|
|
524,000
|
|
||||
2022 Notes
(4)
|
1
|
|
|
1,140,899
|
|
|
1,144,250
|
|
|
1,140,179
|
|
|
1,081,000
|
|
||||
2024 Notes
(4)
|
1
|
|
|
1,190,194
|
|
|
1,200,000
|
|
|
1,189,606
|
|
|
1,119,000
|
|
||||
2025 Notes
(4)
|
1
|
|
|
445,721
|
|
|
444,375
|
|
|
445,487
|
|
|
417,000
|
|
(1)
|
Included in Other non-current assets on the Condensed Consolidated Balance Sheet.
|
(2)
|
Included in Accrued liabilities on the Condensed Consolidated Balance Sheet.
|
(3)
|
Included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.
|
(4)
|
The carrying amount of the debt instrument is presented net of the debt issuance costs in connection with the Company's adoption of ASU 2015-03. Refer to Note 8, "Debt," for gross carrying amounts.
|
|
Thirteen Week Periods Ended
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||||
Net sales to external customers
|
|
|
|
|
|
|
|
||||||||
Power & Control
|
$
|
405,491
|
|
|
$
|
292,220
|
|
|
$
|
752,700
|
|
|
$
|
575,599
|
|
Airframe
|
365,749
|
|
|
302,956
|
|
|
696,887
|
|
|
584,570
|
|
||||
Non-aviation
|
25,561
|
|
|
23,854
|
|
|
48,909
|
|
|
45,759
|
|
||||
|
$
|
796,801
|
|
|
$
|
619,030
|
|
|
$
|
1,498,496
|
|
|
$
|
1,205,928
|
|
|
Thirteen Week Periods Ended
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||||
EBITDA As Defined
|
|
|
|
|
|
|
|
||||||||
Power & Control
|
$
|
192,180
|
|
|
$
|
149,670
|
|
|
$
|
354,646
|
|
|
$
|
295,798
|
|
Airframe
|
179,822
|
|
|
139,271
|
|
|
335,544
|
|
|
265,092
|
|
||||
Non-aviation
|
6,538
|
|
|
5,141
|
|
|
12,993
|
|
|
9,879
|
|
||||
Total segment EBITDA As Defined
|
378,540
|
|
|
294,082
|
|
|
703,183
|
|
|
570,769
|
|
||||
Unallocated corporate expenses
|
9,935
|
|
|
6,013
|
|
|
15,165
|
|
|
12,972
|
|
||||
Total Company EBITDA As Defined
|
368,605
|
|
|
288,069
|
|
|
688,018
|
|
|
557,797
|
|
||||
Depreciation and amortization expense
|
29,337
|
|
|
19,061
|
|
|
55,537
|
|
|
40,846
|
|
||||
Interest expense - net
|
111,288
|
|
|
99,892
|
|
|
223,271
|
|
|
198,827
|
|
||||
Acquisition-related costs
|
17,623
|
|
|
5,315
|
|
|
24,847
|
|
|
7,016
|
|
||||
Stock compensation expense
|
11,767
|
|
|
7,830
|
|
|
22,448
|
|
|
13,594
|
|
||||
Other, net
|
(2,197
|
)
|
|
(698
|
)
|
|
(2,931
|
)
|
|
(888
|
)
|
||||
Income before income taxes
|
$
|
200,787
|
|
|
$
|
156,669
|
|
|
$
|
364,846
|
|
|
$
|
298,402
|
|
|
April 2, 2016
|
|
September 30, 2015
|
||||
Total assets
|
|
|
|
||||
Power & Control
|
$
|
3,788,336
|
|
|
$
|
3,550,866
|
|
Airframe
|
3,907,879
|
|
|
3,922,439
|
|
||
Non-aviation
|
128,569
|
|
|
129,935
|
|
||
Corporate
|
534,690
|
|
|
700,695
|
|
||
|
$
|
8,359,474
|
|
|
$
|
8,303,935
|
|
|
Unrealized loss on derivatives designated and qualifying as cash flow hedges
(1)
|
|
Defined benefit pension plan activity
|
|
Currency translation adjustment
|
|
Total
|
||||||||
Balance at September 30, 2015
|
$
|
(51,492
|
)
|
|
$
|
(12,013
|
)
|
|
$
|
(32,504
|
)
|
|
$
|
(96,009
|
)
|
Current-period other comprehensive loss
|
(9,525
|
)
|
|
—
|
|
|
(4,314
|
)
|
|
(13,839
|
)
|
||||
Balance at April 2, 2016
|
$
|
(61,017
|
)
|
|
$
|
(12,013
|
)
|
|
$
|
(36,818
|
)
|
|
$
|
(109,848
|
)
|
(1)
|
Unrealized loss represents interest rate swap and cap agreements, net of taxes of
$10,567
and
$7,782
for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
and
$5,475
and
$13,674
for the
twenty-six week period
s ended
April 2, 2016
and
March 28, 2015
, respectively.
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
60,703
|
|
|
$
|
1,229,024
|
|
|
$
|
220,024
|
|
|
$
|
(11,255
|
)
|
|
$
|
1,498,496
|
|
COST OF SALES
|
—
|
|
|
38,372
|
|
|
532,646
|
|
|
138,504
|
|
|
(11,255
|
)
|
|
698,267
|
|
||||||
GROSS PROFIT
|
—
|
|
|
22,331
|
|
|
696,378
|
|
|
81,520
|
|
|
—
|
|
|
800,229
|
|
||||||
SELLING AND ADMINISTRATIVE EXPENSES
|
—
|
|
|
36,736
|
|
|
113,198
|
|
|
27,333
|
|
|
—
|
|
|
177,267
|
|
||||||
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
543
|
|
|
27,560
|
|
|
6,742
|
|
|
—
|
|
|
34,845
|
|
||||||
(LOSS) INCOME FROM OPERATIONS
|
—
|
|
|
(14,948
|
)
|
|
555,620
|
|
|
47,445
|
|
|
—
|
|
|
588,117
|
|
||||||
INTEREST EXPENSE (INCOME) - Net
|
—
|
|
|
229,983
|
|
|
(537
|
)
|
|
(6,175
|
)
|
|
—
|
|
|
223,271
|
|
||||||
EQUITY IN INCOME OF SUBSIDIARIES
|
(253,529
|
)
|
|
(438,948
|
)
|
|
—
|
|
|
—
|
|
|
692,477
|
|
|
—
|
|
||||||
INCOME BEFORE INCOME TAXES
|
253,529
|
|
|
194,017
|
|
|
556,157
|
|
|
53,620
|
|
|
(692,477
|
)
|
|
364,846
|
|
||||||
INCOME TAX (BENEFIT) PROVISION
|
—
|
|
|
(59,512
|
)
|
|
170,905
|
|
|
(76
|
)
|
|
—
|
|
|
111,317
|
|
||||||
NET INCOME
|
$
|
253,529
|
|
|
$
|
253,529
|
|
|
$
|
385,252
|
|
|
$
|
53,696
|
|
|
$
|
(692,477
|
)
|
|
$
|
253,529
|
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
|
(13,839
|
)
|
|
20,261
|
|
|
(928
|
)
|
|
(11,850
|
)
|
|
(7,483
|
)
|
|
(13,839
|
)
|
||||||
TOTAL COMPREHENSIVE INCOME
|
$
|
239,690
|
|
|
$
|
273,790
|
|
|
$
|
384,324
|
|
|
$
|
41,846
|
|
|
$
|
(699,960
|
)
|
|
$
|
239,690
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
62,646
|
|
|
$
|
1,048,889
|
|
|
$
|
100,762
|
|
|
$
|
(6,369
|
)
|
|
$
|
1,205,928
|
|
COST OF SALES
|
—
|
|
|
37,365
|
|
|
445,207
|
|
|
66,935
|
|
|
(6,369
|
)
|
|
543,138
|
|
||||||
GROSS PROFIT
|
—
|
|
|
25,281
|
|
|
603,682
|
|
|
33,827
|
|
|
—
|
|
|
662,790
|
|
||||||
SELLING AND ADMINISTRATIVE EXPENSES
|
—
|
|
|
34,469
|
|
|
90,974
|
|
|
16,062
|
|
|
—
|
|
|
141,505
|
|
||||||
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
694
|
|
|
20,883
|
|
|
2,479
|
|
|
—
|
|
|
24,056
|
|
||||||
(LOSS) INCOME FROM OPERATIONS
|
—
|
|
|
(9,882
|
)
|
|
491,825
|
|
|
15,286
|
|
|
—
|
|
|
497,229
|
|
||||||
INTEREST EXPENSE (INCOME) - Net
|
—
|
|
|
204,309
|
|
|
15
|
|
|
(5,497
|
)
|
|
—
|
|
|
198,827
|
|
||||||
EQUITY IN INCOME OF SUBSIDIARIES
|
(206,427
|
)
|
|
(352,149
|
)
|
|
—
|
|
|
—
|
|
|
558,576
|
|
|
—
|
|
||||||
INCOME BEFORE INCOME TAXES
|
206,427
|
|
|
137,958
|
|
|
491,810
|
|
|
20,783
|
|
|
(558,576
|
)
|
|
298,402
|
|
||||||
INCOME TAX (BENEFIT) PROVISION
|
—
|
|
|
(68,469
|
)
|
|
154,777
|
|
|
5,667
|
|
|
—
|
|
|
91,975
|
|
||||||
NET INCOME
|
$
|
206,427
|
|
|
$
|
206,427
|
|
|
$
|
337,033
|
|
|
$
|
15,116
|
|
|
$
|
(558,576
|
)
|
|
$
|
206,427
|
|
OTHER COMPREHENSIVE LOSS, NET OF TAX
|
(59,237
|
)
|
|
(34,567
|
)
|
|
(700
|
)
|
|
(36,850
|
)
|
|
72,117
|
|
|
(59,237
|
)
|
||||||
TOTAL COMPREHENSIVE INCOME (LOSS)
|
$
|
147,190
|
|
|
$
|
171,860
|
|
|
$
|
336,333
|
|
|
$
|
(21,734
|
)
|
|
$
|
(486,459
|
)
|
|
$
|
147,190
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
—
|
|
|
$
|
(126,891
|
)
|
|
$
|
382,596
|
|
|
$
|
18,337
|
|
|
$
|
(4,882
|
)
|
|
$
|
269,160
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures, net of disposals
|
—
|
|
|
(950
|
)
|
|
(16,396
|
)
|
|
(4,968
|
)
|
|
—
|
|
|
(22,314
|
)
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(144,380
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144,380
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(145,330
|
)
|
|
(16,396
|
)
|
|
(4,968
|
)
|
|
—
|
|
|
(166,694
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany activities
|
184,195
|
|
|
164,458
|
|
|
(367,855
|
)
|
|
14,320
|
|
|
4,882
|
|
|
—
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
17,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,720
|
|
||||||
Proceeds from exercise of stock options
|
12,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,384
|
|
||||||
Dividends paid
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
||||||
Treasury stock purchased
|
(207,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207,755
|
)
|
||||||
Repayment on term loans
|
—
|
|
|
(21,920
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,920
|
)
|
||||||
Other
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
||||||
Net cash provided by (used in) financing activities
|
3,544
|
|
|
142,485
|
|
|
(367,855
|
)
|
|
14,320
|
|
|
4,882
|
|
|
(202,624
|
)
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,860
|
)
|
|
—
|
|
|
(1,860
|
)
|
||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
3,544
|
|
|
(129,736
|
)
|
|
(1,655
|
)
|
|
25,829
|
|
|
—
|
|
|
(102,018
|
)
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1,500
|
|
|
659,365
|
|
|
7,911
|
|
|
45,257
|
|
|
—
|
|
|
714,033
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
5,044
|
|
|
$
|
529,629
|
|
|
$
|
6,256
|
|
|
$
|
71,086
|
|
|
$
|
—
|
|
|
$
|
612,015
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
—
|
|
|
$
|
(72,472
|
)
|
|
$
|
268,461
|
|
|
$
|
(12,969
|
)
|
|
$
|
(104
|
)
|
|
$
|
182,916
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures, net of disposals
|
—
|
|
|
(976
|
)
|
|
(19,165
|
)
|
|
(2,858
|
)
|
|
—
|
|
|
(22,999
|
)
|
||||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(723,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(723,200
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(724,176
|
)
|
|
(19,165
|
)
|
|
(2,858
|
)
|
|
—
|
|
|
(746,199
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany activities
|
(141,146
|
)
|
|
372,995
|
|
|
(254,054
|
)
|
|
22,101
|
|
|
104
|
|
|
—
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
38,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,029
|
|
||||||
Proceeds from exercise of stock options
|
39,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,122
|
|
||||||
Dividends paid
|
(3,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,365
|
)
|
||||||
Repayment on term loans
|
(9,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,824
|
)
|
||||||
Proceeds from revolving commitment
|
75,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,250
|
|
||||||
Other
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(1,934
|
)
|
|
372,954
|
|
|
(254,054
|
)
|
|
22,101
|
|
|
104
|
|
|
139,171
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,917
|
)
|
|
—
|
|
|
(2,917
|
)
|
||||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(1,934
|
)
|
|
(423,694
|
)
|
|
(4,758
|
)
|
|
3,357
|
|
|
—
|
|
|
(427,029
|
)
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,088
|
|
|
782,648
|
|
|
3,793
|
|
|
31,019
|
|
|
—
|
|
|
819,548
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
154
|
|
|
$
|
358,954
|
|
|
$
|
(965
|
)
|
|
$
|
34,376
|
|
|
$
|
—
|
|
|
$
|
392,519
|
|
•
|
neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash requirements necessary to service interest payments, on our indebtedness;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined reflects any cash requirements for such replacements;
|
•
|
the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and EBITDA As Defined;
|
•
|
neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element of our operations; and
|
•
|
EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions.
|
|
Thirteen Week Periods Ended
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
April 2, 2016
|
|
March 28, 2015
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Net income
|
$
|
138,627
|
|
|
$
|
110,894
|
|
|
$
|
253,529
|
|
|
$
|
206,427
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
29,337
|
|
|
19,061
|
|
|
55,537
|
|
|
40,846
|
|
||||
Interest expense, net
|
111,288
|
|
|
99,892
|
|
|
223,271
|
|
|
198,827
|
|
||||
Income tax provision
|
62,160
|
|
|
45,775
|
|
|
111,317
|
|
|
91,975
|
|
||||
EBITDA
|
341,412
|
|
|
275,622
|
|
|
643,654
|
|
|
538,075
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Inventory purchase accounting adjustments
(1)
|
5,618
|
|
|
—
|
|
|
8,420
|
|
|
—
|
|
||||
Acquisition integration costs
(2)
|
9,696
|
|
|
1,762
|
|
|
14,047
|
|
|
3,240
|
|
||||
Acquisition transaction-related expenses
(3)
|
2,309
|
|
|
3,553
|
|
|
2,380
|
|
|
3,776
|
|
||||
Non-cash stock compensation expense
(4)
|
11,767
|
|
|
7,830
|
|
|
22,448
|
|
|
13,594
|
|
||||
Other, net
(5)
|
(2,197
|
)
|
|
(698
|
)
|
|
(2,931
|
)
|
|
(888
|
)
|
||||
EBITDA As Defined
|
$
|
368,605
|
|
|
$
|
288,069
|
|
|
$
|
688,018
|
|
|
$
|
557,797
|
|
(1)
|
Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.
|
(2)
|
Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.
|
(3)
|
Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses; and valuation costs that are required to be expensed as incurred.
|
(4)
|
Represents the compensation expense recognized by TD Group under our stock incentive plans.
|
(5)
|
Primarily represents foreign currency transaction gain or loss on intercompany loans to be settled and gain or loss on sale of fixed assets.
|
|
Twenty-Six Week Periods Ended
|
||||||
|
April 2, 2016
|
|
March 28, 2015
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
269,160
|
|
|
$
|
182,916
|
|
Adjustments:
|
|
|
|
||||
Changes in assets and liabilities, net of effects from acquisitions of businesses
|
54,922
|
|
|
53,397
|
|
||
Interest expense, net
(1)
|
215,607
|
|
|
190,880
|
|
||
Income tax provision - current
|
108,693
|
|
|
86,447
|
|
||
Non-cash stock compensation expense
(2)
|
(22,448
|
)
|
|
(13,594
|
)
|
||
Excess tax benefit from exercise of stock options
|
17,720
|
|
|
38,029
|
|
||
EBITDA
|
643,654
|
|
|
538,075
|
|
||
Adjustments:
|
|
|
|
||||
Inventory purchase accounting adjustments
(3)
|
8,420
|
|
|
—
|
|
||
Acquisition integration costs
(4)
|
14,047
|
|
|
3,240
|
|
||
Acquisition transaction-related expenses
(5)
|
2,380
|
|
|
3,776
|
|
||
Non-cash stock compensation expense
(2)
|
22,448
|
|
|
13,594
|
|
||
Other, net
(6)
|
(2,931
|
)
|
|
(888
|
)
|
||
EBITDA As Defined
|
$
|
688,018
|
|
|
$
|
557,797
|
|
(1)
|
Represents interest expense excluding the amortization of debt issue costs and premium and discount on debt.
|
(2)
|
Represents the compensation expense recognized by TD Group under our stock incentive plans.
|
(3)
|
Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.
|
(4)
|
Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.
|
(5)
|
Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses; and valuation costs that are required to be expensed as incurred.
|
(6)
|
Primarily represents foreign currency transaction gain or loss on intercompany loans to be settled and gain or loss on sale of fixed assets.
|
|
Thirteen Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
% of Sales
|
|
March 28, 2015
|
|
% of Sales
|
||||||
Net sales
|
$
|
796,801
|
|
|
100.0
|
%
|
|
$
|
619,030
|
|
|
100.0
|
%
|
Cost of sales
|
371,140
|
|
|
46.6
|
%
|
|
277,413
|
|
|
44.8
|
%
|
||
Selling and administrative expenses
|
95,064
|
|
|
11.9
|
%
|
|
74,026
|
|
|
12.0
|
%
|
||
Amortization of intangible assets
|
18,522
|
|
|
2.3
|
%
|
|
11,030
|
|
|
1.8
|
%
|
||
Income from operations
|
312,075
|
|
|
39.2
|
%
|
|
256,561
|
|
|
41.4
|
%
|
||
Interest expense, net
|
111,288
|
|
|
14.0
|
%
|
|
99,892
|
|
|
16.1
|
%
|
||
Income tax provision
|
62,160
|
|
|
7.8
|
%
|
|
45,775
|
|
|
7.4
|
%
|
||
Net income
|
$
|
138,627
|
|
|
17.4
|
%
|
|
$
|
110,894
|
|
|
17.9
|
%
|
|
Twenty-Six Week Periods Ended
|
||||||||||||
|
April 2, 2016
|
|
% of Sales
|
|
March 28, 2015
|
|
% of Sales
|
||||||
Net sales
|
$
|
1,498,496
|
|
|
100.0
|
%
|
|
$
|
1,205,928
|
|
|
100.0
|
%
|
Cost of sales
|
698,267
|
|
|
46.6
|
%
|
|
543,138
|
|
|
45.0
|
%
|
||
Selling and administrative expenses
|
177,267
|
|
|
11.8
|
%
|
|
141,505
|
|
|
11.7
|
%
|
||
Amortization of intangible assets
|
34,845
|
|
|
2.3
|
%
|
|
24,056
|
|
|
2.0
|
%
|
||
Income from operations
|
588,117
|
|
|
39.2
|
%
|
|
497,229
|
|
|
41.2
|
%
|
||
Interest expense, net
|
223,271
|
|
|
14.9
|
%
|
|
198,827
|
|
|
16.5
|
%
|
||
Income tax provision
|
111,317
|
|
|
7.4
|
%
|
|
91,975
|
|
|
7.6
|
%
|
||
Net income
|
$
|
253,529
|
|
|
16.9
|
%
|
|
$
|
206,427
|
|
|
17.1
|
%
|
•
|
Net Sales
.
Net organic sales and acquisition sales and the related dollar and percentage changes for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Thirteen Week Periods Ended
|
|
|
|
% Change
Total Sales
|
|||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
Change
|
|
||||||||
Organic sales
|
$
|
646.4
|
|
|
$
|
619.0
|
|
|
$
|
27.4
|
|
|
4.4
|
%
|
Acquisition sales
|
150.4
|
|
|
—
|
|
|
150.4
|
|
|
24.3
|
%
|
|||
|
$
|
796.8
|
|
|
$
|
619.0
|
|
|
$
|
177.8
|
|
|
28.7
|
%
|
•
|
Cost of Sales and Gross Profit
.
Cost of sales increased by
$93.7 million
, or
33.8%
, to
$371.1 million
for the thirteen week period ended
April 2, 2016
compared to
$277.4 million
for the thirteen week period ended
March 28, 2015
. Cost of sales and the related percentage of total sales for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
Change
|
|
% Change
|
|||||||
Cost of sales - excluding costs below
|
$
|
359.5
|
|
|
$
|
275.1
|
|
|
$
|
84.4
|
|
|
30.7
|
%
|
% of total sales
|
45.1
|
%
|
|
44.4
|
%
|
|
|
|
|
|||||
Inventory purchase accounting adjustments
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|
100.0
|
%
|
|||
% of total sales
|
0.7
|
%
|
|
—
|
%
|
|
|
|
|
|||||
Acquisition integration costs
|
4.2
|
|
|
1.1
|
|
|
3.1
|
|
|
281.8
|
%
|
|||
% of total sales
|
0.5
|
%
|
|
0.2
|
%
|
|
|
|
|
|||||
Stock compensation expense
|
1.8
|
|
|
1.2
|
|
|
0.6
|
|
|
50.0
|
%
|
|||
% of total sales
|
0.2
|
%
|
|
0.2
|
%
|
|
|
|
|
|||||
Total cost of sales
|
$
|
371.1
|
|
|
$
|
277.4
|
|
|
$
|
93.7
|
|
|
33.8
|
%
|
% of total sales
|
46.6
|
%
|
|
44.8
|
%
|
|
|
|
|
|||||
Gross profit
|
$
|
425.7
|
|
|
$
|
341.6
|
|
|
$
|
84.1
|
|
|
24.6
|
%
|
Gross profit percentage
|
53.4
|
%
|
|
55.2
|
%
|
|
-1.8
|
|
|
•
|
Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $59 million for the quarter ended
April 2, 2016
, which represented gross profit of approximately 39% of the acquisition sales.
|
•
|
Organic sales growth described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately $34 million for the quarter ended
April 2, 2016
.
|
•
|
Slightly offsetting the increases in gross profit was the impact of higher inventory purchase accounting adjustments of
$5.6 million
, higher acquisition integration costs of
$3.1 million
and higher stock compensation expense of
$0.6 million
charged to cost of sales for the quarter ended
April 2, 2016
.
|
•
|
Selling and Administrative Expenses.
Selling and administrative expenses increased by
$21.1 million
to
$95.1 million
, or
11.9%
of sales, for the thirteen week period ended
April 2, 2016
from
$74.0 million
, or
12.0%
of sales, for the thirteen week period ended
March 28, 2015
. Selling and administrative expenses and the related percentage of total sales for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
Change
|
|
% Change
|
|||||||
Selling and administrative expenses - excluding costs below
|
$
|
77.3
|
|
|
$
|
63.0
|
|
|
$
|
14.3
|
|
|
22.7
|
%
|
% of total sales
|
9.7
|
%
|
|
10.2
|
%
|
|
|
|
|
|||||
Stock compensation expense
|
10.0
|
|
|
6.7
|
|
|
3.3
|
|
|
49.3
|
%
|
|||
% of total sales
|
1.3
|
%
|
|
1.1
|
%
|
|
|
|
|
|||||
Acquisition-related expenses
|
7.8
|
|
|
4.3
|
|
|
3.5
|
|
|
81.4
|
%
|
|||
% of total sales
|
1.0
|
%
|
|
0.7
|
%
|
|
|
|
|
|||||
Total selling and administrative expenses
|
$
|
95.1
|
|
|
$
|
74.0
|
|
|
$
|
21.1
|
|
|
28.5
|
%
|
% of total sales
|
11.9
|
%
|
|
12.0
|
%
|
|
|
|
|
•
|
Amortization of Intangible Assets.
Amortization of intangible assets was
$18.5 million
for the quarter ended
April 2, 2016
compared to
$11.0 million
in the quarter ended March 28, 2015. The increase in amortization expense of
$7.5 million
was primarily due to the amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the fiscal 2016 and 2015 acquisitions.
|
•
|
Interest Expense-net.
Interest expense-net includes interest on outstanding borrowings, amortization of debt issuance costs and revolving credit facility fees slightly offset by interest income. Interest expense-net increased
$11.4 million
, or
11.4%
, to
$111.3 million
for the quarter ended
April 2, 2016
from
$99.9 million
for the comparable quarter last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $8.4 billion for the quarter ended
April 2, 2016
and approximately $7.5 billion for the quarter ended
March 28, 2015
. 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 $1.0 billion in May 2015. The weighted average interest rate for cash interest payments on total borrowings outstanding at
April 2, 2016
was 5.02%.
|
•
|
Income Taxes
.
Income tax expense as a percentage of income before income taxes was approximately
31.0%
for the quarter ended
April 2, 2016
compared to
29.2%
for the quarter ended
March 28, 2015
. The Company’s higher effective tax rate for the thirteen week period ended
April 2, 2016
was primarily due to a discrete adjustment in the prior year related to the IRS examination results for fiscal years 2012 and 2013.
|
•
|
Net Income
.
Net income increased
$27.7 million
, or
25.0%
, to
$138.6 million
for the quarter ended
April 2, 2016
compared to net income of
$110.9 million
for the quarter ended
March 28, 2015
, primarily as a result of the factors referred to above.
|
•
|
Earnings per Share.
The basic and diluted earnings per share were
$2.47
for the quarter ended
April 2, 2016
and
$1.96
per share for the quarter ended
March 28, 2015
. Net income for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
of
$138.6 million
and
$110.9 million
, respectively, had no reduction related to the allocation of dividends on participating securities. The increase in earnings per share of
$0.51
per share to
$2.47
per share is a result of the factors referred to above.
|
•
|
Segment Net Sales
.
Net sales by segment for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2016
|
|
% of Sales
|
|
March 28, 2015
|
|
% of Sales
|
|
Change
|
|
% Change
|
|||||||||
Power & Control
|
$
|
405.5
|
|
|
50.9
|
%
|
|
$
|
292.2
|
|
|
47.2
|
%
|
|
$
|
113.3
|
|
|
38.8
|
%
|
Airframe
|
365.7
|
|
|
45.9
|
%
|
|
302.9
|
|
|
48.9
|
%
|
|
62.8
|
|
|
20.7
|
%
|
|||
Non-aviation
|
25.6
|
|
|
3.2
|
%
|
|
23.9
|
|
|
3.9
|
%
|
|
1.7
|
|
|
7.1
|
%
|
|||
|
$
|
796.8
|
|
|
100.0
|
%
|
|
$
|
619.0
|
|
|
100.0
|
%
|
|
$
|
177.8
|
|
|
28.7
|
%
|
•
|
EBITDA As Defined
.
EBITDA As Defined by segment for the thirteen week periods ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Thirteen Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2016
|
|
% of Segment
Sales
|
|
March 28, 2015
|
|
% of Segment
Sales
|
|
Change
|
|
% Change
|
|||||||||
Power & Control
|
$
|
192.2
|
|
|
47.4
|
%
|
|
$
|
149.7
|
|
|
51.2
|
%
|
|
$
|
42.5
|
|
|
28.4
|
%
|
Airframe
|
179.8
|
|
|
49.2
|
%
|
|
139.3
|
|
|
46.0
|
%
|
|
40.5
|
|
|
29.1
|
%
|
|||
Non-aviation
|
6.5
|
|
|
25.6
|
%
|
|
5.1
|
|
|
21.6
|
%
|
|
1.4
|
|
|
27.5
|
%
|
|||
|
$
|
378.5
|
|
|
47.5
|
%
|
|
$
|
294.1
|
|
|
47.5
|
%
|
|
$
|
84.4
|
|
|
28.7
|
%
|
•
|
Net Sales
.
Net organic sales and acquisition sales and the related dollar and percentage changes for the
twenty-six week period
s ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Twenty-Six Week Periods Ended
|
|
|
|
% Change
Total Sales
|
|||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
Change
|
|
||||||||
Organic sales
|
$
|
1,226.7
|
|
|
$
|
1,205.9
|
|
|
$
|
20.8
|
|
|
1.7
|
%
|
Acquisition sales
|
271.8
|
|
|
—
|
|
|
271.8
|
|
|
22.6
|
%
|
|||
|
$
|
1,498.5
|
|
|
$
|
1,205.9
|
|
|
$
|
292.6
|
|
|
24.3
|
%
|
•
|
Cost of Sales and Gross Profit
.
Cost of sales increased by
$155.2 million
, or
28.6%
, to
$698.3 million
for the
twenty-six week period
ended
April 2, 2016
compared to
$543.1 million
for the
twenty-six week period
ended
March 28, 2015
. Cost of sales and the related percentage of total sales for the
twenty-six week period
s ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Twenty-Six Week Periods Ended
|
|
|
|
|
|||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
Change
|
|
% Change
|
|||||||
Cost of sales - excluding costs below
|
$
|
681.3
|
|
|
$
|
538.9
|
|
|
$
|
142.4
|
|
|
26.4
|
%
|
% of total sales
|
45.5
|
%
|
|
44.7
|
%
|
|
|
|
|
|||||
Inventory purchase accounting adjustments
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
100.0
|
%
|
|||
% of total sales
|
0.6
|
%
|
|
—
|
%
|
|
|
|
|
|||||
Acquisition integration costs
|
5.2
|
|
|
2.2
|
|
|
3.0
|
|
|
136.4
|
%
|
|||
% of total sales
|
0.3
|
%
|
|
0.2
|
%
|
|
|
|
|
|||||
Stock compensation expense
|
3.4
|
|
|
2.0
|
|
|
1.4
|
|
|
70.0
|
%
|
|||
% of total sales
|
0.2
|
%
|
|
0.2
|
%
|
|
|
|
|
|||||
Total cost of sales
|
$
|
698.3
|
|
|
$
|
543.1
|
|
|
$
|
155.2
|
|
|
28.6
|
%
|
% of total sales
|
46.6
|
%
|
|
45.0
|
%
|
|
|
|
|
|||||
Gross profit
|
$
|
800.2
|
|
|
$
|
662.8
|
|
|
$
|
137.4
|
|
|
20.7
|
%
|
Gross profit percentage
|
53.4
|
%
|
|
55.0
|
%
|
|
(1.6
|
)
|
|
|
•
|
Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $110 million for the
twenty-six week period
ended
April 2, 2016
, which represented gross profit of approximately 40% of the acquisition sales.
|
•
|
Organic sales growth described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately $40 million for the
twenty-six week period
ended
April 2, 2016
.
|
•
|
Slightly offsetting the increases in gross profit was the impact of the impact of higher inventory purchase accounting adjustments of
$8.4 million
, higher acquisition integration costs of
$3.0 million
and higher stock compensation expense of
$1.4 million
charged to cost of sales for the
twenty-six week period
ended
April 2, 2016
.
|
•
|
Selling and Administrative Expenses.
Selling and administrative expenses increased by
$35.8 million
to
$177.3 million
, or
11.8%
of sales, for the
twenty-six week period
ended
April 2, 2016
from
$141.5 million
, or
11.7%
of sales, for the
twenty-six week period
ended
March 28, 2015
. Selling and administrative expenses and the related percentage of total sales for the
twenty-six week period
s ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Twenty-Six Week Periods Ended
|
|
|
|
|
|||||||||
|
April 2, 2016
|
|
March 28, 2015
|
|
Change
|
|
% Change
|
|||||||
Selling and administrative expenses - excluding costs below
|
$
|
147.0
|
|
|
$
|
125.0
|
|
|
$
|
22.0
|
|
|
17.6
|
%
|
% of total sales
|
9.8
|
%
|
|
10.4
|
%
|
|
|
|
|
|||||
Stock compensation expense
|
19.1
|
|
|
11.6
|
|
|
7.5
|
|
|
64.7
|
%
|
|||
% of total sales
|
1.3
|
%
|
|
1.0
|
%
|
|
|
|
|
|||||
Acquisition-related expenses
|
11.2
|
|
|
4.9
|
|
|
6.3
|
|
|
128.6
|
%
|
|||
% of total sales
|
0.7
|
%
|
|
0.4
|
%
|
|
|
|
|
|||||
Total selling and administrative expenses
|
$
|
177.3
|
|
|
$
|
141.5
|
|
|
$
|
35.8
|
|
|
25.3
|
%
|
% of total sales
|
11.8
|
%
|
|
11.7
|
%
|
|
|
|
|
•
|
Amortization of Intangible Assets.
Amortization of intangible assets was
$34.8 million
for the
twenty-six week period
ended
April 2, 2016
compared to
$24.1 million
in the
twenty-six week period
ended March 28, 2015. The increase in amortization expense of
$10.7 million
was primarily due to the amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the fiscal 2016 and 2015 acquisitions.
|
•
|
Interest Expense-net.
Interest expense-net includes interest on outstanding borrowings, amortization of debt issuance costs and revolving credit facility fees slightly offset by interest income. Interest expense-net increased
$24.5 million
, or
12.3%
, to
$223.3 million
for the
twenty-six week period
ended
April 2, 2016
from
$198.8 million
for the comparable
twenty-six week period
last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $8.4 billion for the
twenty-six week period
ended
April 2, 2016
and approximately $7.5 billion for the
twenty-six week period
ended
March 28, 2015
. 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 $1.0 billion in May 2015. The weighted average interest rate for cash interest payments on total borrowings outstanding at
April 2, 2016
was 5.02%.
|
•
|
Income Taxes
.
Income tax expense as a percentage of income before income taxes was approximately
30.5%
for the
twenty-six week period
ended
April 2, 2016
compared to
30.8%
for the
twenty-six week period
ended
March 28, 2015
. The Company’s lower effective tax rate for the
twenty-six week period
ended
April 2, 2016
was primarily due to foreign earnings taxed at rates lower than the U.S. statutory rates partially offset by the prior year discrete adjustment related to the IRS examination results.
|
•
|
Net Income
.
Net income increased
$47.1 million
, or
22.8%
, to
$253.5 million
for the
twenty-six week period
ended
April 2, 2016
compared to net income of
$206.4 million
for the
twenty-six week period
ended
March 28, 2015
, primarily as a result of the factors referred to above.
|
•
|
Earnings per Share.
The basic and diluted earnings per share were
$4.44
for the
twenty-six week period
ended
April 2, 2016
and
$3.59
per share for the
twenty-six week period
ended
March 28, 2015
. Net income for the
twenty-six week period
ended
April 2, 2016
of
$253.5 million
was decreased by an allocation of dividends on participating securities of
$3.0 million
, or $0.05 per share, resulting in net income available to common shareholders of
$250.5 million
. Net income for the
twenty-six week period
ended
March 28, 2015
of
$206.4 million
was decreased by an allocation of dividends on participating securities of
$3.4 million
, or $0.06 per share, resulting in net income available to common shareholders of
$203.1 million
. The increase in earnings per share of
$0.85
per share to
$4.44
per share is a result of the factors referred to above.
|
•
|
Segment Net Sales
.
Net sales by segment for the
twenty-six week period
ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Twenty-Six Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2016
|
|
% of Sales
|
|
March 28, 2015
|
|
% of Sales
|
|
Change
|
|
% Change
|
|||||||||
Power & Control
|
$
|
752.7
|
|
|
50.2
|
%
|
|
$
|
575.6
|
|
|
47.7
|
%
|
|
$
|
177.1
|
|
|
30.8
|
%
|
Airframe
|
696.9
|
|
|
46.5
|
%
|
|
584.6
|
|
|
48.5
|
%
|
|
112.3
|
|
|
19.2
|
%
|
|||
Non-aviation
|
48.9
|
|
|
3.3
|
%
|
|
45.7
|
|
|
3.8
|
%
|
|
3.2
|
|
|
7.0
|
%
|
|||
|
$
|
1,498.5
|
|
|
100.0
|
%
|
|
$
|
1,205.9
|
|
|
100.0
|
%
|
|
$
|
292.6
|
|
|
24.3
|
%
|
•
|
EBITDA As Defined
.
EBITDA As Defined by segment for the
twenty-six week period
s ended
April 2, 2016
and
March 28, 2015
were as follows (amounts in millions):
|
|
Twenty-Six Week Periods Ended
|
|
|
|
|
|||||||||||||||
|
April 2, 2016
|
|
% of Segment
Sales
|
|
March 28, 2015
|
|
% of Segment
Sales
|
|
Change
|
|
% Change
|
|||||||||
Power & Control
|
$
|
354.6
|
|
|
47.1
|
%
|
|
$
|
295.8
|
|
|
51.4
|
%
|
|
$
|
58.8
|
|
|
19.9
|
%
|
Airframe
|
335.5
|
|
|
48.1
|
%
|
|
265.1
|
|
|
45.3
|
%
|
|
70.4
|
|
|
26.6
|
%
|
|||
Non-aviation
|
13.0
|
|
|
26.6
|
%
|
|
9.9
|
|
|
21.7
|
%
|
|
3.1
|
|
|
31.3
|
%
|
|||
|
$
|
703.1
|
|
|
46.9
|
%
|
|
$
|
570.8
|
|
|
47.3
|
%
|
|
$
|
132.3
|
|
|
23.2
|
%
|
Term Loan Facility
|
|
Aggregate Principal
|
|
Maturity Date
|
|
Interest Rate
|
Tranche C term loans
|
|
$2,025 million
|
|
February 28, 2020
|
|
LIBO rate
(1)
+3.00%
|
Tranche D term loans
|
|
$811 million
|
|
June 4, 2021
|
|
LIBO rate
(1)
+ 3.00%
|
Tranche E term loans
|
|
$1,525 million
|
|
May 14, 2022
|
|
LIBO rate
(1)
+ 2.75%
|
(1)
|
LIBO rate is subject to a floor of 0.75%.
|
Senior Subordinated Notes
|
|
Aggregate Principal
|
|
Maturity Date
|
|
Interest Rate
|
2020 Notes
|
|
$550 million
|
|
October 15, 2020
|
|
5.50%
|
2021 Notes
|
|
$500 million
|
|
July 15, 2021
|
|
7.50%
|
2022 Notes
|
|
$1,150 million
|
|
July 15, 2022
|
|
6.00%
|
2024 Notes
|
|
$1,200 million
|
|
July 15, 2024
|
|
6.50%
|
2025 Notes
|
|
$450 million
|
|
May 15, 2025
|
|
6.50%
|
Period
|
|
Total Number of Shares Repurchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
|
||||
January 2016
|
|
128,319
|
|
|
$
|
217.47
|
|
|
128,319
|
|
February 2016
|
|
563,200
|
|
|
$
|
193.67
|
|
|
563,200
|
|
March 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
691,519
|
|
|
|
|
691,519
|
|
3.1
|
|
|
Certificate of Formation, filed January 22, 2016, of Breeze-Eastern LLC
|
3.2
|
|
|
Limited Liability Company Agreement, dated January 22, 2016, of Breeze-Eastern LLC
|
31.1
|
|
|
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
|
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
|
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
|
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
|
Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
/s/ W. Nicholas Howley
|
|
Chairman of the Board of Directors, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
May 11, 2016
|
W. Nicholas Howley
|
|
|
||
|
|
|
|
|
/s/ Terrance M. Paradie
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
May 11, 2016
|
Terrance M. Paradie
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
3.1
|
|
Certificate of Formation, filed January 22, 2016, of Breeze-Eastern LLC
|
3.2
|
|
Limited Liability Company Agreement, dated January 22, 2016, of Breeze-Eastern LLC
|
31.1
|
|
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL
|
/s/ Christian D. Saine
|
Christian D. Saine
|
Authorized Representative
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TransDigm Group Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors:
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ W. Nicholas Howley
|
Name: W. Nicholas Howley
|
Title: Chairman of the Board of Directors, President and Chief
|
Executive Officer (Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TransDigm Group Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors:
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Terrance M. Paradie
|
Name: Terrance M. Paradie
|
Title: Executive Vice President and Chief
|
Financial Officer (Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents in all material respects, the financial condition of the Company as of the dates indicated and results of operations of the Company for the periods indicated.
|
/s/ W. Nicholas Howley
|
Name: W. Nicholas Howley
|
Title: Chairman of the Board of Directors, President and Chief
|
Executive Officer (Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents in all material respects, the financial condition of the Company as of the dates indicated and results of operations of the Company for the periods indicated.
|
/s/ Terrance M. Paradie
|
Name: Terrance M. Paradie
|
Title: Executive Vice President and Chief
|
Financial Officer (Principal Financial and Accounting Officer)
|