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FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
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1301 East 9
th
Street, Suite 3000, Cleveland, Ohio
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44114
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(Address of principal executive offices)
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(Zip Code)
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Common Stock
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New York Stock Exchange
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(Title)
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(Name of exchange on which registered)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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suspend us from receiving new contracts based on alleged violations of procurement laws or regulations;
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•
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terminate existing contracts;
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•
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reduce the value of existing contracts; and
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•
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audit our contract-related costs and fees, including allocated indirect costs.
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•
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increase our vulnerability to general economic downturns and adverse competitive and industry conditions;
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•
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increase the risk we are subjected to downgrade or put on a negative watch by the ratings agencies;
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•
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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;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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place us at a competitive disadvantage compared to competitors that have less debt; and
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•
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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.
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•
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incur or guarantee additional indebtedness or issue preferred stock;
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•
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pay distributions on, redeem or repurchase our capital stock or redeem or repurchase our subordinated debt;
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•
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make investments;
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•
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sell assets;
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•
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enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;
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•
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incur or allow to exist liens;
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•
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consolidate, merge or transfer all or substantially all of our assets;
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•
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engage in transactions with affiliates;
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•
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create unrestricted subsidiaries; and
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•
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engage in certain business activities.
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Location
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Reporting Segment
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Square
Footage
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Miesbach, Germany
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Power & Control
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242,000
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Liberty, SC
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Power & Control
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219,000
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Waco, TX
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Power & Control
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218,800
|
|
Ingolstadt, Germany
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Airframe
|
191,900
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Kent, OH
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Airframe
|
185,000
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|
Liverpool, NY
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Power & Control
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177,000
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Bridport, United Kingdom
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Airframe
|
174,700
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Union Gap, WA
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Airframe
|
142,000
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Phoenix, AZ
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Airframe
|
138,700
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Paks, Hungary
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Airframe
|
137,800
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Los Angeles, CA
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Power & Control
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131,000
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Bohemia, NY
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Power & Control
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124,000
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Westbury, NY
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Power & Control
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112,300
|
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Llangeinor, United Kingdom
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Airframe
|
110,000
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Letchworth, United Kingdom
|
Airframe
|
88,200
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Placentia, CA
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Airframe
|
86,600
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Addison, IL
|
Power & Control
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83,300
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Painesville, OH
|
Power & Control
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63,900
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Clearwater, FL
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Power & Control
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61,000
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South Euclid, OH
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Power & Control
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60,000
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Wichita, KS
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Power & Control
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57,000
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Earlysville, VA
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Power & Control
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53,000
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Branford, CT
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Airframe
|
52,000
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Avenel, NJ
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Power & Control
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48,500
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Herstal, Belgium
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Airframe
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45,700
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Rancho Cucamonga, CA
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Power & Control
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45,000
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Valencia, CA
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Airframe
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38,000
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Pennsauken, NJ
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Airframe
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38,000
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Ryde, United Kingdom
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Power & Control
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33,200
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Rancho Cucamonga, CA
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Airframe
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32,700
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Melaka, Malaysia
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Power & Control
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24,800
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Deerfield Beach, FL
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Non-aviation
|
20,000
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Location
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Reporting Segment
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Square
Footage
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Holmestrand, Norway
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Airframe
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149,000
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Santa Ana, CA
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Airframe
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144,300
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Dayton, NV
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Airframe
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144,000
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Everett, WA
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Airframe
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121,000
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Whippany, NJ
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Power & Control
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115,300
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Location
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Reporting Segment
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Square
Footage
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Whippany, NJ
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Power & Control
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114,300
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Nittambuwa, Sri Lanka
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Airframe
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113,000
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Goldsboro, NC
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Power & Control
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101,000
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Fullerton, CA
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Airframe
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100,000
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Anaheim, CA
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Airframe
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99,900
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Collegeville, PA
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Airframe
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90,000
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Miesbach, Germany
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Power & Control
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81,000
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Kunshan, China
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Non-aviation
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75,300
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Camarillo, CA
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Power & Control
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70,000
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Matamoros, Mexico
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Power & Control
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60,500
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Elkhart, IN
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Non-aviation
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51,500
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Tempe, AZ
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Power & Control
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40,200
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Chongqing, China
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Airframe
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37,700
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Northridge, CA
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Power & Control
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35,000
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Erie, PA
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Airframe
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30,500
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Ashford, United Kingdom
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Power & Control
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28,000
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London, United Kingdom
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Airframe
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27,400
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Nogales, Mexico
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Airframe
|
27,000
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Kunshan, China
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Airframe
|
25,600
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Bridgend, United Kingdom
|
Airframe
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24,800
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Memphis, TN
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Power & Control
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20,800
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Pennsauken, NJ
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Airframe
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20,500
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San Diego, CA
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Power & Control
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19,000
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Lund, Sweden
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Power & Control
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17,600
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Lake Elsinore, CA
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Airframe
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16,100
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Cleveland, OH
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Power & Control
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13,100
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Quarterly Stock Prices
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|||||||
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High
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Low
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Fiscal 2015
|
|
|
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For Quarter ended December 27, 2014
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$
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201.04
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$
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166.61
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For Quarter ended March 28, 2015
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226.21
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194.30
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For Quarter ended June 27, 2015
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232.18
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211.33
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For Quarter ended September 30, 2015
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244.90
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|
208.35
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Fiscal 2016
|
|
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|
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For Quarter ended January 2, 2016
|
$
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238.51
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$
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210.22
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For Quarter ended April 2, 2016
|
232.42
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|
|
180.76
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For Quarter ended July 2, 2016
|
268.00
|
|
|
218.56
|
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For Quarter ended September 30, 2016
|
294.38
|
|
|
257.28
|
|
|
9/30/11
|
|
9/30/12
|
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9/30/13
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9/30/14
|
|
9/30/15
|
|
9/30/16
|
||||
TransDigm Group Inc.
|
100.00
|
|
|
173.71
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|
215.42
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|
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
|
|
Date
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Acquisition
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December 9, 2011
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Harco Laboratories, Inc.
|
February 15, 2012
|
AmSafe Global Holdings, Inc.
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September 17, 2012
|
Aero-Instruments Co., LLC
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June 5, 2013
|
Aerosonic Corporation
|
June 5, 2013
|
Arkwin Industries, Inc.
|
June 28, 2013
|
Whippany Actuation
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December 19, 2013
|
Airborne Global Inc. (“Airborne”)
|
March 6, 2014
|
Elektro-Metall Export GmbH (“EME”)
|
March 26, 2015
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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”)
|
|
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.
|
(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-
|
(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.
|
•
|
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.
|
|
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.
|
|
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.
|
|
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.
|
(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.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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.
|
•
|
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.
|
|
Fiscal Years Ended September 30,
|
|||||||||||||||||||
|
2016
|
|
2016 % of
Sales
|
|
2015
|
|
2015 % of
Sales
|
|
2014
|
|
2014 % of
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 Years Ended
|
|
Change
|
|
% Change
Total Sales
|
|||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
||||||||||
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
|
%
|
|
Fiscal Years Ended
|
|
Change
|
|
% Change
|
|||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
||||||||||
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
|
%
|
|
0.9
|
%
|
|
|
•
|
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.
|
|
Fiscal Years Ended
|
|
Change
|
|
% Change
|
|||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
||||||||||
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
|
%
|
|
|
|
|
|
Fiscal Years Ended September 30,
|
|
Change
|
|
% Change
|
|||||||||||||||
|
2016
|
|
% of Sales
|
|
2015
|
|
% of Sales
|
|
||||||||||||
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
|
%
|
|
Fiscal Years Ended September 30,
|
|
Change
|
|
% Change
|
|||||||||||||||
|
2016
|
|
% of Segment
Sales
|
|
2015
|
|
% of Segment
Sales
|
|
||||||||||||
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
|
%
|
|
Fiscal Years Ended
|
|
Change
|
|
% Change
Total Sales
|
|||||||||
|
September 30, 2015
|
|
September 30, 2014
|
|
||||||||||
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
|
%
|
|
Fiscal Years Ended
|
|
Change
|
|
% Change
|
|||||||||
|
September 30, 2015
|
|
September 30, 2014
|
|
||||||||||
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
|
%
|
|
0.2
|
%
|
|
|
•
|
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
|
•
|
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.
|
|
Fiscal Years Ended
|
|
Change
|
|
% Change
|
|||||||||
|
September 30, 2015
|
|
September 30, 2014
|
|
||||||||||
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
|
%
|
|
|
|
|
|
Fiscal Years Ended September 30,
|
|
Change
|
|
% Change
|
|||||||||||||||
|
2015
|
|
% of Sales
|
|
2014
|
|
% of Sales
|
|
||||||||||||
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
|
%
|
|
Fiscal Years Ended September 30,
|
|
Change
|
|
% Change
|
|||||||||||||||
|
2015
|
|
% of Segment
Sales
|
|
2014
|
|
% of Segment
Sales
|
|
||||||||||||
Power & Control
|
$
|
653.0
|
|
|
49.1
|
%
|
|
$
|
585.6
|
|
|
50.4
|
%
|
|
$
|
67.4
|
|
|
11.5
|
%
|
Airframe
|
585.5
|
|
|
45.7
|
%
|
|
494.1
|
|
|
44.3
|
%
|
|
91.4
|
|
|
18.5
|
%
|
|||
Non-aviation
|
22.4
|
|
|
23.3
|
%
|
|
18.5
|
|
|
19.3
|
%
|
|
3.9
|
|
|
21.1
|
%
|
|||
|
$
|
1,260.9
|
|
|
46.6
|
%
|
|
$
|
1,098.2
|
|
|
46.3
|
%
|
|
$
|
162.7
|
|
|
14.8
|
%
|
Term Loan Facility
|
|
Aggregate Principal
|
|
Maturity Date
|
|
Interest Rate
|
Tranche C
|
|
$1,228 million
|
|
February 28, 2020
|
|
LIBO rate
(1)
+3.00%
|
Tranche D
|
|
$807 million
|
|
June 4, 2021
|
|
LIBO rate
(1)
+ 3.00%
|
Tranche E
|
|
$1,518 million
|
|
May 14, 2022
|
|
LIBO rate
(1)
+ 3.00%
|
Tranche F
|
|
$1,736 million
|
|
June 9, 2023
|
|
LIBO rate
(1)
+ 3.00%
|
(1)
|
LIBO rate is subject to a floor of 0.75%.
|
Senior Subordinated Notes
|
|
Aggregate Principal
|
|
Maturity Date
|
|
Interest Rate
|
2020 Notes
|
|
$550 million
|
|
October 15, 2020
|
|
5.50%
|
2021 Notes
(1)
|
|
$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%
|
2026 Notes
|
|
$950 million
|
|
June 15, 2026
|
|
6.375%
|
(1)
|
On October 14, 2016, the Company entered into an Incremental Term Loan Assumption Agreement in which part of the proceeds will be used to repurchase its 2021 Notes in the first quarter of fiscal 2017. Refer to Note 23, “Subsequent Events” to the consolidated financial statements included herein for further details.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and
thereafter
|
|
Total
|
||||||||||||||
Senior Secured Term Loans
(1)
|
$
|
53.1
|
|
|
$
|
53.1
|
|
|
$
|
53.1
|
|
|
$
|
1,230.3
|
|
|
$
|
805.5
|
|
|
$
|
3,093.6
|
|
|
$
|
5,288.7
|
|
2020 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550.0
|
|
|
—
|
|
|
550.0
|
|
|||||||
2021 Notes
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
—
|
|
|
500.0
|
|
|||||||
2022 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,150.0
|
|
|
1,150.0
|
|
|||||||
2024 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,200.0
|
|
|
1,200.0
|
|
|||||||
2025 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450.0
|
|
|
450.0
|
|
|||||||
2026 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950.0
|
|
|
950.0
|
|
|||||||
Scheduled Interest Payments
(2)
|
562.3
|
|
|
567.7
|
|
|
563.2
|
|
|
516.4
|
|
|
448.8
|
|
|
909.4
|
|
|
3,567.8
|
|
|||||||
Operating Leases
|
16.8
|
|
|
14.0
|
|
|
11.6
|
|
|
9.9
|
|
|
10.8
|
|
|
30.2
|
|
|
93.3
|
|
|||||||
Purchase Obligations
|
229.3
|
|
|
41.6
|
|
|
3.2
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
279.0
|
|
|||||||
Total Contractual Cash Obligations
|
$
|
861.5
|
|
|
$
|
676.4
|
|
|
$
|
631.1
|
|
|
$
|
1,761.5
|
|
|
$
|
2,315.1
|
|
|
$
|
7,783.2
|
|
|
$
|
14,028.8
|
|
(1)
|
The Tranche C Term Loans mature in February 2020, the Tranche D Term Loans mature in June 2021, the Tranche E Term Loans mature in May 2022, and the Tranche F Term Loans mature in June 2023. The term loans require quarterly principal payments totaling $13.3 million.
|
(2)
|
Assumes that the variable interest rate on our Tranche C, Tranche D, Tranche E and Tranche F borrowings under our Senior Secured Term Loans range from approximately 3.75% to 4.25% based on anticipated movements in the LIBO rate. In addition, interest payments include the impact of the 5.4% interest rate fixed through our swap agreements from September 30, 2014 through June 30, 2019 on an aggregate notional amount of $1,000 million, the impact of the 5.8% interest rate fixed through our swap agreements from March 31, 2016 through June 30, 2020 on an aggregate notional amount of $750 million, and the impact of the 4.8% interest rate fixed through our forward-starting swap agreements from June 28, 2019 through June 30, 2021 on an aggregate notional amount of $1,000 million.
|
(3)
|
On October 14, 2016, the Company entered into an Incremental Term Loan Assumption Agreement in which part of the proceeds will be used to repurchase its 2021 Notes in the first quarter of fiscal 2017. Refer to Note 23, “Subsequent Events” to our consolidated financial statements included herein for further details.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Name
|
Age
|
|
Position
|
W. Nicholas Howley
|
64
|
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Robert S. Henderson
|
60
|
|
Chief Operating Officer—Airframe
|
Kevin Stein
|
50
|
|
Chief Operating Officer—Power & Control
|
Terrance M. Paradie
|
48
|
|
Executive Vice President and Chief Financial Officer
|
Bernt G. Iversen II
|
59
|
|
Executive Vice President—Mergers and Acquisitions
|
James Skulina
|
57
|
|
Executive Vice President
|
Peter Palmer
|
52
|
|
Executive Vice President
|
John Leary
|
69
|
|
Executive Vice President
|
Jorge Valladares III
|
42
|
|
Executive Vice President
|
Roger V. Jones
|
56
|
|
Executive Vice President
|
Joel Reiss
|
46
|
|
Executive Vice President
|
ITEM 12.
|
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights
(a)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
(c)
|
|
||||
Equity compensation plans approved by security holders
(1)
|
5,474,135
|
|
(2)
|
$
|
135.59
|
|
|
4,852,065
|
|
(3)
|
|
(1)
|
Includes information related to the 2003 stock option plan, the 2006 stock incentive plan and the 2014 stock option plan.
|
(2)
|
This amount represents
86,329
,
5,239,871
and
147,935
shares subject to outstanding stock options under our 2003 stock option plan, 2006 stock incentive plan and 2014 stock option plan, respectively. No further grants may be made under our 2003 stock option plan and 2006 stock incentive plan, although outstanding stock options continue in force in accordance with their terms.
|
(3)
|
This amount represents remaining shares available for award under our 2014 stock option plan.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of September 30, 2016 and 2015
|
|
Consolidated Statements of Income for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive (Loss) Income for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Changes in Stockholders’ (Deficit)/Equity for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
pages F-7 to F-39
|
|
|
(a) (2) Financial Statement Schedules
|
|
Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, 2016, 2015 and 2014
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
2.1
|
|
Purchase Agreement, dated February 20, 2015, among AAR International, Inc., AAR Manufacturing, Inc., TransDigm Inc. and TransDigm Germany GmbH
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed February 24, 2015 (File No. 001-32833)
|
2.2
|
|
Agreement and Plan of Merger dated as of May 23, 2016 among TransDigm Inc., Thunder Merger Sub Inc., ILC Holdings, Inc. and Behrman Capital PEP L.P.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 26, 2016 (File No. 001-32833)
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation, filed April 28, 2014, of TransDigm Group Incorporated
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 28, 2014 (File No. 001-32833)
|
3.2
|
|
Second Amended and Restated Bylaws of TransDigm Group Incorporated
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 28, 2014 (File No. 001-32833)
|
3.3
|
|
Certificate of Incorporation, filed July 2, 1993, of NovaDigm Acquisition, Inc. (now known as TransDigm Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.4
|
|
Certificate of Amendment, filed July 22, 1993, of the Certificate of Incorporation of NovaDigm Acquisition, Inc. (now known as TransDigm Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.5
|
|
Bylaws of NovaDigm Acquisition, Inc. (now known as TransDigm Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.6
|
|
Certificate of Incorporation, filed July 10, 2009, of Acme Aerospace Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 25, 2009 (File No. 001-32833)
|
3.7
|
|
Bylaws of Acme Aerospace Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 25, 2009 (File No. 001-32833)
|
3.8
|
|
Articles of Incorporation, filed July 30, 1986, of ARP Acquisition Corporation (now known as Adams Rite Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.9
|
|
Certificate of Amendment, filed September 12, 1986, of the Articles of Incorporation of ARP Acquisition Corporation (now known as Adams Rite Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.10
|
|
Certificate of Amendment, filed January 27, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (now known as Adams Rite Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.11
|
|
Certificate of Amendment, filed December 31, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (now known as Adams Rite Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.12
|
|
Certificate of Amendment, filed August 11, 1997, of the Articles of Incorporation of Adams Rite Sabre International, Inc. (now known as Adams Rite Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.13
|
|
Amended and Restated Bylaws of Adams Rite Aerospace, Inc.
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.14
|
|
Certificate of Incorporation, filed June 18, 2007, of AeroControlex Group, Inc.
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.15
|
|
Bylaws of AeroControlex Group, Inc.
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.16
|
|
Certificate of Formation, filed September 25, 2013, of Aerosonic LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.17
|
|
Limited Liability Company Agreement of Aerosonic LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.18
|
|
Certificate of Incorporation, filed November 13, 2009, of Airborne Acquisition, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.19
|
|
Bylaws of Airborne Acquisition, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.20
|
|
Amended and Restated Certificate of Incorporation, filed January 25, 2010, of HDT International Holdings, Inc. (now known as Airborne Global, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.21
|
|
Certificate of Amendment to Certificate of Incorporation, filed February 24, 2010, of HDT International Holdings, Inc. (now known as Airborne Global, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.22
|
|
Certificate of Amendment to Certificate of Incorporation, filed December 10, 2013, of HDT International Holdings, Inc. (now known as Airborne Global, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.23
|
|
Bylaws of HDT International Holdings, Inc. (now known as Airborne Global, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.24
|
|
Certificate of Incorporation, filed November 13, 2009, of Airborne Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.25
|
|
Bylaws of Airborne Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.26
|
|
Certificate of Incorporation, filed September 1, 1995, of Wardle Storeys Inc. (now known as Airborne Systems NA Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.27
|
|
Certificate of Amendment to Certificate of Incorporation, filed May 28, 2002, of Wardle Storeys Inc. (now known as Airborne Systems NA Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.28
|
|
Bylaws of Airborne Systems NA Inc., as amended
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.29
|
|
Certificate of Incorporation, filed April 23, 2007, of Airborne Systems North America Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.30
|
|
Bylaws of Airborne Systems North America Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.31
|
|
Certificate of Incorporation, filed April 25, 1989, of Irvin Industries (Del), Inc. (now known as Airborne Systems North America of CA Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.32
|
|
Certificate of Amendment to Certificate of Incorporation, filed June 2, 1989, of Irvin Industries (Del), Inc. (now known as Airborne Systems North America of CA Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.33
|
|
Certificate of Amendment to Certificate of Incorporation, filed April 30, 1996, of Irvin Industries, Inc. (now known as Airborne Systems North America of CA Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.34
|
|
Certificate of Amendment to Certificate of Incorporation, filed April 23, 1997, of Irvin Aerospace Inc. (now known as Airborne Systems North America of CA Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.35
|
|
Bylaws of Airborne Systems North America of CA Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.36
|
|
Certificate of Incorporation, Profit, filed October 28, 1994, of Wardle Storeys (Parachutes) Inc. (now known as Airborne Systems North America of NJ Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.37
|
|
Certificate of Merger, filed February 9, 1995, of Para-Flite Inc. with and into Wardle Storeys (Parachutes) Inc. (now known as Airborne Systems North America of NJ Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.38
|
|
Certificate of Amendment to Certificate of Incorporation, filed April 23, 1997, of Para-Flite Inc. (now known as Airborne Systems North America of NJ Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.39
|
|
Certificate of Correction to Certificate of Incorporation, filed June 27, 2007, of Airborne Systems North America of NJ Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.40
|
|
Bylaws of Airborne Systems North America of NJ Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.41
|
|
Certificate of Incorporation, filed May 8, 1985, of Am-Safe, Inc. (now known as AmSafe, Inc.)
|
|
Incorporated by reference to Form TransDigm Group Incorporated’s 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.42
|
|
Certificate of Amendment of Certificate of Incorporation, filed May 19, 2005, of Am-Safe, Inc. (now known as AmSafe, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.43
|
|
By-Laws of Am-Safe, Inc. (now known as AmSafe, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.44
|
|
Certificate of Incorporation, filed October 16, 2007, of AmSafe Global Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.45
|
|
Amended and Restated By-Laws of AmSafe Global Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.46
|
|
Restated Certificate of Incorporation, filed July 10, 1967, of Arkwin Industries, Inc.
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed June 27, 2013 (File No. 333-186494)
|
3.47
|
|
Certificate of Amendment, filed November 4, 1981, of Arkwin Industries, Inc.
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed June 27, 2013 (File No. 333-186494)
|
3.48
|
|
Certificate of Amendment, filed June 11, 1999, of Arkwin Industries, Inc.
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed June 27, 2013 (File No. 333-186494)
|
3.49
|
|
Bylaws of Arkwin Industries, Inc.
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed June 27, 2013 (File No. 333-186494)
|
3.50
|
|
Certificate of Incorporation, filed March 7, 2003, of Wings Holdings, Inc. (now known as Aviation Technologies, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.51
|
|
Certificate of Amendment of Certificate of Incorporation, filed May 12, 2003, of Wings Holdings, Inc. (now known as Aviation Technologies, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.52
|
|
Certificate of Amendment of Certificate of Incorporation, filed July 17, 2003, of Wings Holdings, Inc. (now known as Aviation Technologies, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.53
|
|
Bylaws of Wings Holdings, Inc. (now known as Aviation Technologies, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.54
|
|
Certificate of Incorporation, filed October 10, 1986, of Avionic Instruments, Inc. (now known as Avionic Instruments LLC)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form S-4 filed October 11, 2006 (File No. 001-32833)
|
3.55
|
|
Limited Liability Company Agreement of Avionic Instruments LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No.333-144366)
|
3.56
|
|
Certificate of Incorporation, filed December 29, 1992, of Avionic Specialties, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
3.57
|
|
Bylaws of Avionic Specialties, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.58
|
|
Articles of Incorporation, filed October 3, 1963, of Avtech Corporation (now known as AvtechTyee, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.59
|
|
Articles of Amendment of Articles of Incorporation, filed March 30, 1984, of Avtech Corporation (now known as AvtechTyee, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.60
|
|
Articles of Amendment of Articles of Incorporation, filed April 17, 1989, of Avtech Corporation (now known as AvtechTyee, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.61
|
|
Articles of Amendment of Articles of Incorporation, filed July 17, 1998, of Avtech Corporation (now known as AvtechTyee, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.62
|
|
Articles of Amendment of Articles of Incorporation, filed May 20, 2003, of Avtech Corporation (now known as Avtech Tyee, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4, filed July 6, 2007 (File No. 333-144366)
|
3.63
|
|
Articles of Amendment of Articles of Incorporation, filed May 2, 2012, of AvtechTyee, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 16, 2012 (File No. 001-32833)
|
3.64
|
|
Bylaws of Avtech Corporation (now known as AvtechTyee, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.65
|
|
Certificate of Incorporation, filed October 24, 1977, of Transformer Technology Corporation (now known as Beta Transformer Technology Corporation)
|
|
Filed Herewith
|
3.66
|
|
Certificate of Amendment of Certificate of Incorporation, filed December 1, 1977, of Transformer Technology Corporation (now known as Beta Transformer Technology Corporation)
|
|
Filed Herewith
|
3.67
|
|
Bylaws of Transformer Technology Corporation (now known as Beta Transformer Technology Corporation)
|
|
Filed Herewith
|
3.68
|
|
Amended and Restated Limited Liability Company Agreement, filed July 7, 2016, of Beta Transformer Technology LLC
|
|
Filed Herewith
|
3.69
|
|
Limited Liability Company Certificate of Formation of Breeze-Eastern LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 11, 2016 (File No. 001-32833)
|
3.70
|
|
Limited Liability Company Agreement of Breeze-Eastern LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 11, 2016 (File No. 001-32833)
|
3.71
|
|
Articles of Incorporation, filed February 6, 1998, of Air Carrier Acquisition Corp. (now known as Bridport-Air Carrier, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.72
|
|
Articles of Amendment, filed February 23, 1998, of Air Carrier Acquisition Corp. (now known as Bridport-Air Carrier, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.73
|
|
Articles of Amendment, filed December 14, 1999, of Bridport-Air Carrier, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.74
|
|
Amended and Restated By-Laws of Bridport-Air Carrier, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.75
|
|
Certificate of Incorporation, filed May 9, 2000, of Erie Acquisition Corp. (now known as Bridport Erie Aviation, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.76
|
|
Certificate of Amendment of Certificate of Incorporation, filed May 30, 2000, of Erie Acquisition Corp. (now known as Bridport Erie Aviation, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.77
|
|
Certificate of Amendment of Certificate of Incorporation, filed June 19, 2000, of Bridport Erie Aviation, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.78
|
|
Amended and Restated By-Laws of Erie Acquisition Corp. (now known as Bridport Erie Aviation, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.79
|
|
Certificate of Incorporation, filed July 2, 2004, of Bridport Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.80
|
|
Amended and Restated By-Laws of Bridport Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.81
|
|
Certificate of Incorporation filed August 6, 2007, of Bruce Aerospace, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 21, 2007 (File No. 001-32833)
|
3.82
|
|
Bylaws of Bruce Aerospace, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 21, 2007 (File No. 001-32833)
|
3.83
|
|
Certificate of Conversion, effective June 30, 2007, converting CDA InterCorp into CDA InterCorp LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.84
|
|
Operating Agreement of CDA InterCorp LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.85
|
|
Certificate of Formation, filed September 30, 2010, of CEF Industries, LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 24, 2009 (File No. 001-32833)
|
3.86
|
|
Limited Liability Company Agreement of CEF Industries, LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 24, 2009 (File No. 001-32833)
|
3.87
|
|
Certificate of Formation, effective June 30, 2007, of Champion Aerospace LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.88
|
|
Limited Liability Company Agreement of Champion Aerospace LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.89
|
|
Certificate of Incorporation, filed October 23, 1970, of ILC Data Devices Corporation (now known as Data Device Corporation)
|
|
Filed Herewith
|
3.90
|
|
Certificate of Amendment of Certificate of Incorporation, filed April 23, 1999, of ILC Data Devices Corporation (now known as Data Device Corporation)
|
|
Filed Herewith
|
3.91
|
|
Certificate of Amendment of Certificate of Incorporation, filed July 14, 2014, of Data Device Corporation
|
|
Filed Herewith
|
3.92
|
|
Bylaws of ILC Data Devices Corporation (now known as Data Device Corporation)
|
|
Filed Herewith
|
3.93
|
|
Certificate of Incorporation, filed November 20, 2009, of Dukes Aerospace, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed December 4, 2009 (File No. 001-32833)
|
3.94
|
|
Bylaws of Dukes Aerospace, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed December 4, 2009 (File No. 001-32833)
|
3.95
|
|
Certificate of Formation, filed February 29, 2000, of Western Sky Industries, LLC (now known as Electromech Technologies LLC)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.96
|
|
Certificate of Amendment, filed December 18, 2013, of Western Sky Industries, LLC (now known as Electromech Technologies LLC)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014
|
3.97
|
|
Second Amended and Restated Limited Liability Agreement of Western Sky Industries, LLC (now known as Electromech Technologies LLC)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.98
|
|
Certificate of Conversion, effective March 31, 2014, of Harco LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed August 7, 2014 (File No. 333-197935)
|
3.99
|
|
Limited Liability Company Agreement of Harco LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed August 7, 2014 (File No. 333-197935)
|
3.100
|
|
Articles of Incorporation, filed May 10, 1957, of Hartwell Aviation Supply Company (now known as Hartwell Corporation)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.101
|
|
Certificate of Amendment, filed June 9, 1960, of Articles of Incorporation of Hartwell Aviation Supply Company (now known as Hartwell Corporation)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.102
|
|
Certification of Amendment, filed October 23, 1987, of Articles of Incorporation of Hartwell Corporation
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.103
|
|
Certificate of Amendment, filed April 9, 1997, of Articles of Incorporation of Hartwell Corporation
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.104
|
|
Bylaws of Hartwell Corporation
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.105
|
|
Amended and Restated Certificate of Incorporation, filed June 23, 2016, of ILC Holdings, Inc.
|
|
Filed Herewith
|
3.106
|
|
Bylaws of ILC Holdings, Inc.
|
|
Filed Herewith
|
3.107
|
|
Certificate of Formation, filed August 12, 2008, of New ILC Mergeco, LLC (now known as ILC Industries, LLC)
|
|
Filed Herewith
|
3.108
|
|
Certificate of Amendment to Certificate of Formation, filed December 3, 2010, of New ILC Mergeco, LLC (now known as ILC Industries, LLC)
|
|
Filed Herewith
|
3.109
|
|
Limited Liability Company Agreement of ILC Industries, LLC
|
|
Filed Herewith
|
3.110
|
|
Certificate of Formation, filed January 26, 2007, of Johnson Liverpool LLC
|
|
Filed Herewith
|
3.111
|
|
Amended and Restated Limited Liability Company Agreement of Johnson Liverpool LLC
|
|
Filed Herewith
|
3.112
|
|
Certificate of Incorporation, filed March 28, 1994, of MPT Acquisition Corp. (now known as MarathonNorco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.113
|
|
Certificate of Amendment, filed May 18, 1994, of the Certificate of Incorporation of MPT Acquisition Corp. (now known as MarathonNorco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.114
|
|
Certificate of Amendment, filed May 24, 1994, of the Certificate of Incorporation of MPT Acquisition Corp. (now known as MarathonNorco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.115
|
|
Certificate of Amendment, filed August 28, 2003, of the Certificate of Incorporation of Marathon Power Technology Company (now known as MarathonNorco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 28, 2006 (File No. 001-32833)
|
3.116
|
|
Bylaws of MPT Acquisition Corp. (now known as MarathonNorco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Holding Company’s Form S-4 filed January 29, 1999 (File No. 333-71397)
|
3.117
|
|
Certificate of Incorporation, filed April 13, 2007, of McKechnie Aerospace DE, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.118
|
|
Bylaws of McKechnie Aerospace DE, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.119
|
|
Certificate of Incorporation, filed April 25, 2007, of McKechnie Aerospace Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.120
|
|
Bylaws of McKechnie Aerospace Holdings, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.121
|
|
Certificate of Incorporation, filed December 11, 1998, of McKechnie US Holdings Inc. (now known as McKechnie Aerospace Investments, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.122
|
|
Certificate of Amendment, filed May 11, 2007, to the Certificate of Incorporation of McKechnie Investments, Inc. (now known as McKechnie Aerospace Investments, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.123
|
|
Amended and Restated Bylaws of McKechnie Aerospace Investments, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.124
|
|
Certificate of Formation, filed May 11, 2005, of Melrose US 3 LLC (now known as McKechnie Aerospace US LLC)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.125
|
|
Certificate of Amendment, filed May 11, 2007, to Certificate of Formation of Melrose US 3 LLC (now known as McKechnie Aerospace US LLC)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.126
|
|
Limited Liability Company Agreement of McKechnie Aerospace US LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.127
|
|
Certificate of Incorporation, filed April 28, 2015, of PX Acquisition Co. (now known as Pexco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
3.128
|
|
Certificate of Amendment, filed May 14, 2015, of Certificate of Incorporation of PX Acquisition Co. (now known as Pexco Aerospace, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
3.129
|
|
Bylaws of Pexco Aerospace, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
3.130
|
|
Articles of Incorporation, filed October 3, 1956, of Pneudraulics, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
3.131
|
|
Certificate of Amendment, filed December 9, 1970, of Articles of Incorporation of Pneudraulics, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
3.132
|
|
Restated Bylaws of Pneudraulics, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.133
|
|
Limited Liability Company Certificate of Formation, filed May 30, 2007, of Schneller LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2012 (File No. 001-32833)
|
3.134
|
|
Amended and Restated Limited Liability Company Agreement, dated August 31, 2011, of Schneller LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2012 (File No. 001-32833)
|
3.135
|
|
Certificate of Incorporation of Semco Instruments, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed September 7, 2010 (File No. 001-32833)
|
3.136
|
|
Certificate of Amendment to Certificate of Incorporation, filed October 17, 2012, of Semco Instruments, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 16, 2012 (File No. 001-32833)
|
3.137
|
|
Amended and Restated Bylaws of Semco Instruments, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed September 7, 2010 (File No. 001-32833)
|
3.138
|
|
Certificate of Incorporation, filed September 16, 1994, of Am-Safe Commercial Products, Inc. (now known as Shield Restraint Systems, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.139
|
|
Certificate of Amendment of Certificate of Incorporation, filed May 19, 2005, of AmSafe Commercial Products, Inc. (now known as Shield Restraint Systems, Inc.)
|
|
Incorporated by reference to TransDigm Group
Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833) |
3.140
|
|
Certificate of Amendment of Certificate of Incorporation, filed August 27, 2014 of AmSafe Commercial Products, Inc. (now known as Shield Restraint Systems, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 14, 2014 (File No. 001-32833)
|
3.141
|
|
By Laws of Am-Safe Commercial Products, Inc. (now known as Shield Restraint Systems, Inc.)
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 9, 2012 (File No. 001-32833)
|
3.142
|
|
Certificate of Incorporation, filed December 22, 2004, of Skurka Aerospace Inc.
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed October 11, 2006 (File No. 333-137937)
|
3.143
|
|
Bylaws of Skurka Aerospace Inc.
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed October 11, 2006 (File No. 333-137937)
|
3.144
|
|
Certificate of Incorporation, filed August 22, 1986, of Tactair Fluid Controls, Inc.
|
|
Filed Herewith
|
3.145
|
|
Certificate of Amendment of Certificate of Incorporation of Tactair Fluid Controls, Inc.
|
|
Filed Herewith
|
3.146
|
|
Bylaws of Tactair Fluid Controls, Inc.
|
|
Filed Herewith
|
3.147
|
|
Certificate of Formation, filed March 27, 2015, of Telair International LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
3.148
|
|
Limited Liability Company Agreement of Telair International LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
3.149
|
|
Certificate of Formation, filed February 23, 2015, of Telair US LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
3.150
|
|
Limited Liability Company Agreement of Telair US LLC
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
3.151
|
|
Articles of Incorporation, filed August 6, 1999, of Texas Rotronics, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.152
|
|
Bylaws of Texas Rotronics, Inc.
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 8, 2011 (File No. 001-32833)
|
3.153
|
|
Certificate of Formation, effective June 30, 2007, of Transicoil LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.154
|
|
Limited Liability Company Agreement of Transicoil LLC
|
|
Incorporated by reference to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed July 6, 2007 (File No. 333-144366)
|
3.155
|
|
Certificate of Formation, filed June 13, 2013, of Whippany Actuation Systems, LLC
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed June 27, 2013 (File No. 333-186494)
|
3.156
|
|
Limited Liability Agreement of Whippany Actuation Systems, LLC
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed June 27, 2013 (File No. 333-186494)
|
3.157
|
|
Restated Certificate of Incorporation, filed November 10, 2016, of Young & Franklin, Inc.
|
|
Filed Herewith
|
3.158
|
|
Bylaws of Young & Franklin, Inc.
|
|
Filed Herewith
|
3.159
|
|
Certificate of Formation, filed May 30, 2013, of Beta Transformer Technology LLC
|
|
Filed Herewith
|
4.1
|
|
Form of Stock Certificate
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Group Incorporated’s Form S-1 filed March 13, 2006 (File No. 333-130483)
|
4.2
|
|
Indenture, dated as of October 15, 2012, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 5.5% Senior Subordinated Notes due 2020
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 15, 2012 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
4.3
|
|
First Supplemental Indenture, dated as of June 5, 2013, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 11, 2013 (File No. 001-32833)
|
4.4
|
|
Second Supplemental Indenture, dated as of June 26, 2013, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed July 1, 2013 (File No. 001-32833)
|
4.5
|
|
Third Supplemental Indenture, dated as of December 19, 2013, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
4.6
|
|
Fourth Supplemental Indenture, dated as of April 9, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
4.7
|
|
Fifth Supplemental Indenture, dated as of June 12, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
4.8
|
|
Sixth Supplemental Indenture, dated as of August 28, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
4.9
|
|
Seventh Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.10
|
|
Eighth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.11
|
|
Ninth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.12
|
|
Indenture, dated as of July 1, 2013, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 7.50% Senior Subordinated Notes due 2021
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed July 3, 2013 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
4.13
|
|
First Supplemental Indenture, dated as of December 19, 2013, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
4.14
|
|
Second Supplemental Indenture, dated as of April 9, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
4.15
|
|
Third Supplemental Indenture, dated as of June 12, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
4.16
|
|
Fourth Supplemental Indenture, dated as of August 28, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
4.17
|
|
Fifth Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed herewith
|
4.18
|
|
Sixth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed herewith
|
4.19
|
|
Seventh Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed herewith
|
4.20
|
|
Indenture, dated as of June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to TransDigm Inc.’s 6.00% Senior Subordinated Notes due 2022
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
4.21
|
|
First Supplemental Indenture, dated as of April 9, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
4.22
|
|
Second Supplemental Indenture, dated as of June 12, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
4.23
|
|
Third Supplemental Indenture, dated as of August 28, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
4.24
|
|
Fourth Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.25
|
|
Fifth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.26
|
|
Sixth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.27
|
|
Indenture, dated as of June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to TransDigm Inc.’s 6.50% Senior Subordinated Notes due 2024
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
4.28
|
|
First Supplemental Indenture, dated as of April 9, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed May 5, 2015 (File No. 001-32833)
|
4.29
|
|
Second Supplemental Indenture, dated as of June 12, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
4.30
|
|
Third Supplemental Indenture, dated as of August 28, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
4.31
|
|
Fourth Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.32
|
|
Fifth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
4.33
|
|
Sixth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.34
|
|
Indenture, dated as of May 14, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to TransDigm Inc.’s 6.50% Senior Subordinated Notes due 2025
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 19, 2015 (File No. 001-32833)
|
4.35
|
|
First Supplemental Indenture, dated as of June 12, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 5, 2015 (File No. 001-32833)
|
4.36
|
|
Second Supplemental Indenture, dated as of August 28, 2015, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
4.37
|
|
Third Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.38
|
|
Fourth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.39
|
|
Fifth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.40
|
|
Indenture, dated as of June 6, 2016, among TransDigm Inc., Transdigm Group Incorporated, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to TransDigm Inc.’s 6.375% Senior Subordinated Notes due 2026
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 14, 2016 (File No. 001-32833)
|
4.41
|
|
First Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.42
|
|
Second Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
Filed Herewith
|
4.43
|
|
Form of 5.50% Senior Subordinated Notes due 2020
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 16, 2012 (File No. 001-32833)
|
4.44
|
|
Form of 7.50% Senior Subordinated Notes due 2021
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed July 3, 2013 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
4.45
|
|
Form of 6.00% Senior Subordinated Notes due 2022
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
4.46
|
|
Form of 6.50% Senior Subordinated Notes due 2024
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
4.47
|
|
Form of 6.50% Senior Subordinated Notes due 2025
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 19, 2015
|
4.48
|
|
Form of 6.375% Senior Subordinated Notes due 2026
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 14, 2016 (File No. 001-32833)
|
4.49
|
|
Form of Notation of Guarantee of 5.50% Senior Subordinated Notes due 2020
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 16, 2012 (File No. 001-32833)
|
4.50
|
|
Form of Notation of Guarantee of 7.50% Senior Subordinated Notes due 2021
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed July 3, 2013 (File No. 001-32833)
|
4.51
|
|
Form of Notation of Guarantee of 6.00% Senior Subordinated Notes due 2022
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
4.52
|
|
Form of Notation of Guarantee of 6.50% Senior Subordinated Notes due 2024
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
4.53
|
|
Form of Notation of Guarantee of 6.50% Senior Subordinated Notes due 2025
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 19, 2015 (File No. 001-32833)
|
4.54
|
|
Form of Notation of Guarantee of 6.375% Senior Subordinated Notes due 2026
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 14, 2016 (File No. 001-32833)
|
4.55
|
|
Registration Rights Agreement, dated as of June 9, 2016, among TransDigm Inc., TransDigm Group Incorporated, the subsidiary guarantors party thereto and Citigroup Global Markets Inc. and Credit Suisse Securities (SA) LLC as representatives for the initial purchasers
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 14, 2016 (File No. 001-32833)
|
10.1
|
|
Fourth Amended and Restated Employment Agreement, dated December 10, 2015, between TransDigm Group Incorporated and W. Nicholas Howley*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed Decmber 10, 2015 (File No. 001-32833)
|
10.2
|
|
Employment Agreement, dated April 27, 2015, between TransDigm Group Incorporated and Terrance Paradie
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 28, 2-15
|
10.3
|
|
Employment Agreement, dated February 24, 2011, between TransDigm Group Incorporated and Robert Henderson*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed February 25, 2011 (File No. 001-32833)
|
10.4
|
|
Employment Agreement, dated October 29, 2014, between Kevin Stein and TransDigm Group Incorporated*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed November 3, 2014 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
10.5
|
|
Second Amended and Restated Employment Agreement, dated February 24, 2011, between TransDigm Group Incorporated and Gregory Rufus*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed February 25, 2011 (File No. 001-32833)
|
10.6
|
|
Employment Agreement, Dated February 24, 2011, between TransDigm Group Incorporated and Bernt Iversen*
|
|
Incorporated by reference to Form 8-K filed February 25, 2011 (File No. 001-32833)
|
10.7
|
|
Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and James Skulina*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 24, 2012 (File No. 001-32833)
|
10.8
|
|
Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and Peter Palmer*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 24, 2012 (File No. 001-32833)
|
10.11
|
|
Employment Agreement, dated July 30, 2012, between TransDigm Group Incorporated and John Leary*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed July 31, 2012 (File No. 001-32833)
|
10.12
|
|
Employment Agreement, dated October 23, 2013, between TransDigm Group Incorporated and Jorge Valladares*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 29, 2013 (File No. 001-32833)
|
10.13
|
|
Form of Employment Agreement, dated October 2015, between TransDigm Group Incorporated and each of Joel Reiss and Roger Jones*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015
|
10.14
|
|
First Amendment to Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and Robert Henderson*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 24, 2012 (File No. 001-32833)
|
10.15
|
|
First Amendment to Employment Agreement, dated April 20, 2012, between TransDigm Group Incorporated and Bernt Iversen*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 24, 2012 (File No. 001-32833)
|
10.16
|
|
Form of Amendment to Employment Agreement between TransDigm Group Incorporated and each of Raymond Laubenthal, Gregory Rufus, Robert Henderson, Bernt Iverson, Peter Palmer and James Skulina*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 25, 2012 (File No. 001-32833)
|
10.17
|
|
Form of Amendment to Employment Agreement, dated October 2015, between TransDigm Group Incorporated and each of Terrance Paradie, Robert Henderson, Bernt Iversen, James Skulina, Peter Palmer and Jorge Valladares*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 25, 2012 (File No. 001-32833)
|
10.18
|
|
Amendment to Employment Agreement, dated October 23, 2015, between TransDigm Group Incorporated and Kevin Stein*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 25, 2012 (File No. 001-32833)
|
10.19
|
|
Second Amendment to Employment Agreement, dated October 22, 2015, between TransDigm Group Incorporated and Gregory Rufus*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 25, 2012 (File No. 001-32833)
|
10.20
|
|
Amendment to Employment Agreement, dated October 22, 2015, between TransDigm Group Incorporated and John Leary
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 25, 2012 (File No. 001-32833)
|
10.21
|
|
TransDigm Group Incorporated Fourth Amended and Restated 2003 Stock Option Plan*
|
|
Incorporated by reference to Amendment No. 1 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed November 7, 2006 (File No. 333-137937)
|
10.22
|
|
Amendment No. 1 to TransDigm Group Incorporated Fourth Amended and Restated 2003 Stock Option Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 21, 2007 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
10.23
|
|
Amendment No. 2 to TransDigm Group Incorporated Fourth Amended and Restated Stock Option Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed August 7, 2008 (File No. 001-32833)
|
10.24
|
|
Amendment No. 3 to TransDigm Group Incorporated Fourth Amended and Restated Stock Option Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed April 28, 2009 (File No. 001-32833)
|
10.25
|
|
TransDigm Group Incorporated 2006 Stock Incentive Plan*
|
|
Incorporated by reference to Amendment No. 3 to TransDigm Group Incorporated’s Form S-1 filed March 13, 2006 (File No. 333-130483)
|
10.26
|
|
Amendment No. 1, dated October 20, 2006, to the TransDigm Group Incorporated 2006 Stock Incentive Plan*
|
|
Incorporated by reference to Amendment No. 1 to TransDigm Inc. and TransDigm Group Incorporated’s Form S-4 filed November 7, 2006 (File No. 333-137937)
|
10.27
|
|
Second Amendment to TransDigm Group Incorporated 2006 Stock Incentive Plan, dated April 25, 2008*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Schedule 14A filed June 6, 2008 (File No. 001-32833)
|
10.28
|
|
TransDigm Group Incorporated 2014 Stock Option Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 6, 2014 (File No. 001-32833)
|
10.29
|
|
Director Share Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 10, 2016 (File No. 001-32833)
|
10.30
|
|
Form of Option Agreements for options granted in fiscal 2013*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 14, 2014 (File No. 001-32833)
|
10.31
|
|
Form of Option Agreements for options granted in fiscal 2014*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 14, 2015 (File No. 001-32833)
|
10.32
|
|
Form of Option Agreements for options granted in fiscal 2015*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed January 30, 2015 (File No. 001-32833)
|
10.33
|
|
Form of Option Agreements for options granted in fiscal 2016*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 10, 2016 (File No. 001-32833)
|
10.34
|
|
Stock Option Grant Notice and Stock Option Agreement dated November 13, 2014 between TransDigm Group Incorporated and W. Nicholas Howley*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed January 30, 2015 (File No. 001-32833)
|
10.35
|
|
Restricted Stock Award Agreement, dated October 21, 2014, between TransDigm Group Incorporated and Kevin Stein*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed January 30, 2015 (File No. 001-32833)
|
10.36
|
|
Fourth Amended and Restated TransDigm Group Incorporated 2003 Stock Option Plan Dividend Equivalent Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed August 2, 2013 (File No. 001-32833)
|
10.37
|
|
Third Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed August 2, 2013 (File No. 001-32833)
|
10.38
|
|
TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan*
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 28, 2014 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
10.39
|
|
Amendment and Restatement Agreement, and Second Amendment and Restated Credit Agreement, dated as of June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. from time to time party thereto, the lenders party thereto, as lenders, and Credit Suisse AG, as administrative agent
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed June 6, 2014 (File No. 001-32833)
|
10.40
|
|
Incremental Assumption and Refinancing Facility Agreement, dated as of May 14, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiary guarantors party thereto, Credit Suisse AG, as administrative agent and collateral agent, and the other agents and lenders named therein
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 19, 2015 (File No. 001-32833)
|
10.41
|
|
Loan Modification Agreement, dated as of May 20, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiary guarantors party thereto, Credit Suisse AG, as administrative agent and collateral agent, and the other agents and lenders party thereto
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 27, 2015 (File No. 001-32833)
|
10.42
|
|
Incremental Revolving Credit Assumption and Refinancing Facility Agreement, dated as of May 20, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiary guarantors party thereto, Credit Suisse AG, as administrative agent and collateral agent and the other agents and lenders party thereto
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed May 27, 2015 (File No. 001-32833)
|
10.43
|
|
Incremental Term Loan Assumption Agreement dated October 14, 2016 among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. party thereto, the lenders party thereto and Credit Suisse AG, as administrative and collateral agent
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 14, 2016 (File No. 001-32833)
|
10.44
|
|
Guarantee and Collateral Agreement, dated as of June 23, 2006, as amended and restated as of December 6, 2010, as further amended and restated as of February 14, 2011 and February 28, 2013, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. named therein and Credit Suisse AG as administrative agent and collateral agent
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed March 6, 2013 (File No. 001-32833)
|
10.45
|
|
Supplement No. 7, dated as of September 2, 2015, between Pneudraulics, Inc. and Credit Suisse
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
10.46
|
|
Receivables Purchase Agreement, dated October 21, 2013, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association as a Purchaser and a Purchaser Agent, the various other Purchasers and Purchaser Agents from time to time party thereto, and PNC National Association as Administrator
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q filed February 5, 2014 (File No. 001-32833)
|
10.47
|
|
First Amendment to the Receivables Purchase Agreement, dated March 25, 2014, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association as a Purchaser, Purchaser Agent for its Purchaser Group and as Administrator
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
Exhibit No.
|
|
Description
|
|
Filed Herewith or Incorporated by Reference From
|
10.48
|
|
Second Amendment to the Receivables Purchase Agreement, dated August 8, 2014, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as a Purchaser Agent for its Purchaser Group and Administrator, and Credit Agricole Corporate and Investment Bank, as a Committed Purchaser and as a Purchase Agent for its Purchaser Group
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
10.49
|
|
Third Amendment to the Receivables Purchase Agreement, dated March 20, 2015, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as a Purchaser Agent for its Purchaser Group and Administrator, Atlantic Asset Securitization LLC, as a Conduit Purchaser, and Credit Agricole Corporate and Investment Bank, as a Committed Purchaser and as a Purchase Agent for its and Atlantic’s Purchaser Group
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 10-K filed November 13, 2015 (File No. 001-32833)
|
10.50
|
|
Fourth Amendment to the Receivables Purchase Agreement dated as of August 4, 2015, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchase, as a Purchaser Agent for its Purchaser Group and Administrator, Atlantic Asset Securitization LLC, as a Conduit Purchaser, and Credit Agricole Corporate and Investment Bank, as a Committed Purchaser and as a Purchaser Agent for its and Atlantic’s Purchaser Group
|
|
Incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed August 7, 2015 (File No. 001-32833)
|
12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith
|
21.1
|
|
Subsidiaries of TransDigm Group Incorporated
|
|
Filed herewith
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith
|
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
|
|
Filed herewith
|
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
|
|
Filed herewith
|
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
|
|
Filed herewith
|
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
|
|
Filed herewith
|
101
|
|
Financial Statements and Notes to Consolidated Financial Statements formatted in XBRL.
|
|
Filed herewith
|
*
|
Indicates management contract or compensatory plan contract or arrangement.
|
TRANSDIGM GROUP INCORPORATED
|
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial
Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ W. Nicholas Howley
|
|
Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
|
|
November 15, 2016
|
W. Nicholas Howley
|
|
|
||
/s/ Terrance M. Paradie
|
|
Executive Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
Terrance M. Paradie
|
|
|
||
/s/ William Dries
|
|
Director
|
|
November 15, 2016
|
William Dries
|
|
|
||
/s/ Mervin Dunn
|
|
Director
|
|
November 15, 2016
|
Mervin Dunn
|
|
|
||
/s/ Michael Graff
|
|
Director
|
|
November 15, 2016
|
Michael Graff
|
|
|
||
/s/ Sean P. Hennessy
|
|
Director
|
|
November 15, 2016
|
Sean P. Hennessy
|
|
|
||
/s/ Douglas Peacock
|
|
Director
|
|
November 15, 2016
|
Douglas Peacock
|
|
|
||
/s/ Robert J. Small
|
|
Director
|
|
November 15, 2016
|
Robert J. Small
|
|
|
||
/s/ John Staer
|
|
Director
|
|
November 15, 2016
|
John Staer
|
|
|
||
/s/ Raymond F. Laubenthal
|
|
Director
|
|
November 15, 2016
|
Raymond F. Laubenthal
|
|
|
|
Page
|
Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of September 30, 2016 and 2015
|
|
Consolidated Statements of Income for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Comprehensive (Loss) Income for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Changes in Stockholders’ (Deficit)/Equity for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2016, 2015 and 2014
|
F-7 – F-39
|
Supplementary Data:
|
|
Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, 2016, 2015 and 2014
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,586,994
|
|
|
$
|
714,033
|
|
Trade accounts receivable—Net
|
576,339
|
|
|
444,072
|
|
||
Inventories—Net
|
724,011
|
|
|
591,401
|
|
||
Prepaid expenses and other
|
43,353
|
|
|
37,081
|
|
||
Total current assets
|
2,930,697
|
|
|
1,786,587
|
|
||
PROPERTY, PLANT AND EQUIPMENT—Net
|
310,580
|
|
|
260,684
|
|
||
GOODWILL
|
5,679,452
|
|
|
4,686,220
|
|
||
OTHER INTANGIBLE ASSETS—Net
|
1,764,343
|
|
|
1,539,851
|
|
||
OTHER
|
41,205
|
|
|
30,593
|
|
||
TOTAL ASSETS
|
$
|
10,726,277
|
|
|
$
|
8,303,935
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
52,645
|
|
|
$
|
43,427
|
|
Short-term borrowings—trade receivable securitization facility
|
199,771
|
|
|
199,792
|
|
||
Accounts payable
|
156,075
|
|
|
142,822
|
|
||
Accrued liabilities
|
344,112
|
|
|
271,553
|
|
||
Total current liabilities
|
752,603
|
|
|
657,594
|
|
||
LONG-TERM DEBT
|
9,943,191
|
|
|
8,106,383
|
|
||
DEFERRED INCOME TAXES
|
492,255
|
|
|
404,997
|
|
||
OTHER NON-CURRENT LIABILITIES
|
189,718
|
|
|
173,267
|
|
||
Total liabilities
|
11,377,767
|
|
|
9,342,241
|
|
||
STOCKHOLDERS’ DEFICIT:
|
|
|
|
||||
Common stock—$.01 par value; authorized 224,400,000 shares; issued 55,767,767 and 55,100,094 shares at September 30, 2016 and 2015, respectively
|
558
|
|
|
551
|
|
||
Additional paid-in capital
|
1,028,972
|
|
|
950,324
|
|
||
Accumulated deficit
|
(1,146,963
|
)
|
|
(1,717,232
|
)
|
||
Accumulated other comprehensive loss
|
(149,787
|
)
|
|
(96,009
|
)
|
||
Treasury stock, at cost; 2,433,035 and 1,415,100 shares at September 30, 2016 and 2015, respectively
|
(384,270
|
)
|
|
(175,940
|
)
|
||
Total stockholders’ deficit
|
(651,490
|
)
|
|
(1,038,306
|
)
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
10,726,277
|
|
|
$
|
8,303,935
|
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET SALES
|
$
|
3,171,411
|
|
|
$
|
2,707,115
|
|
|
$
|
2,372,906
|
|
COST OF SALES
|
1,443,348
|
|
|
1,257,270
|
|
|
1,105,032
|
|
|||
GROSS PROFIT
|
1,728,063
|
|
|
1,449,845
|
|
|
1,267,874
|
|
|||
SELLING AND ADMINISTRATIVE EXPENSES
|
382,858
|
|
|
321,624
|
|
|
276,446
|
|
|||
AMORTIZATION OF INTANGIBLE ASSETS
|
77,445
|
|
|
54,219
|
|
|
63,608
|
|
|||
INCOME FROM OPERATIONS
|
1,267,760
|
|
|
1,074,002
|
|
|
927,820
|
|
|||
INTEREST EXPENSE—Net
|
483,850
|
|
|
418,785
|
|
|
347,688
|
|
|||
REFINANCING COSTS
|
15,794
|
|
|
18,393
|
|
|
131,622
|
|
|||
INCOME BEFORE INCOME TAXES
|
768,116
|
|
|
636,824
|
|
|
448,510
|
|
|||
INCOME TAX PROVISION
|
181,702
|
|
|
189,612
|
|
|
141,600
|
|
|||
NET INCOME
|
$
|
586,414
|
|
|
$
|
447,212
|
|
|
$
|
306,910
|
|
NET INCOME APPLICABLE TO COMMON STOCK
|
$
|
583,414
|
|
|
$
|
443,847
|
|
|
$
|
180,284
|
|
Net earnings per share—see Note 5:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
10.39
|
|
|
$
|
7.84
|
|
|
$
|
3.16
|
|
Cash dividends paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.00
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
56,157
|
|
|
56,606
|
|
|
56,993
|
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
586,414
|
|
|
$
|
447,212
|
|
|
$
|
306,910
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(31,846
|
)
|
|
(29,448
|
)
|
|
(7,653
|
)
|
|||
Interest rate swap and cap agreements
|
(9,648
|
)
|
|
(35,604
|
)
|
|
(6,166
|
)
|
|||
Pension liability adjustments
|
(12,284
|
)
|
|
(5,786
|
)
|
|
(4,836
|
)
|
|||
Other comprehensive loss, net of tax
|
(53,778
|
)
|
|
(70,838
|
)
|
|
(18,655
|
)
|
|||
TOTAL COMPREHENSIVE INCOME
|
$
|
532,636
|
|
|
$
|
376,374
|
|
|
$
|
288,255
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury Stock
|
|
|
||||||||||||||||||
|
Number
of
Shares
|
|
Common
Stock
|
|
Number
of Shares |
|
Value
|
|
Total
|
||||||||||||||||||||
BALANCE—September 30, 2013
|
53,172,551
|
|
|
$
|
532
|
|
|
$
|
689,935
|
|
|
$
|
(1,004,244
|
)
|
|
$
|
(6,516
|
)
|
|
(505,400
|
)
|
|
$
|
(16,088
|
)
|
|
$
|
(336,381
|
)
|
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,435,154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,435,154
|
)
|
||||||
Unvested dividend equivalent payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,805
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,805
|
)
|
||||||
Compensation expense recognized for employee stock options
|
—
|
|
|
—
|
|
|
26,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,332
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
—
|
|
|
—
|
|
|
51,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,709
|
|
||||||
Exercise of employee stock options
|
659,363
|
|
|
6
|
|
|
26,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,738
|
|
||||||
Treasury stock purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(909,700
|
)
|
|
(159,852
|
)
|
|
(159,852
|
)
|
||||||
Common stock issued
|
332
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
306,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306,910
|
|
||||||
Interest rate swaps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,166
|
)
|
|
—
|
|
|
—
|
|
|
(6,166
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,653
|
)
|
|
—
|
|
|
—
|
|
|
(7,653
|
)
|
||||||
Pension liability adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,836
|
)
|
|
—
|
|
|
—
|
|
|
(4,836
|
)
|
||||||
BALANCE—September 30, 2014
|
53,832,246
|
|
|
538
|
|
|
794,767
|
|
|
(2,150,293
|
)
|
|
(25,171
|
)
|
|
(1,415,100
|
)
|
|
(175,940
|
)
|
|
(1,556,099
|
)
|
||||||
Unvested dividend equivalent payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,151
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,151
|
)
|
||||||
Compensation expense recognized for employee stock options and restricted stock
|
—
|
|
|
—
|
|
|
31,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,500
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
—
|
|
|
—
|
|
|
61,965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,965
|
|
||||||
Exercise of employee stock options
|
1,248,175
|
|
|
13
|
|
|
61,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,687
|
|
||||||
Common stock issued
|
19,673
|
|
|
—
|
|
|
418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
447,212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,212
|
|
||||||
Interest rate swaps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,604
|
)
|
|
—
|
|
|
—
|
|
|
(35,604
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,448
|
)
|
|
—
|
|
|
—
|
|
|
(29,448
|
)
|
||||||
Pension liability adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,786
|
)
|
|
—
|
|
|
—
|
|
|
(5,786
|
)
|
||||||
BALANCE—September 30, 2015
|
55,100,094
|
|
|
551
|
|
|
950,324
|
|
|
(1,717,232
|
)
|
|
(96,009
|
)
|
|
(1,415,100
|
)
|
|
(175,940
|
)
|
|
(1,038,306
|
)
|
||||||
Unvested dividend equivalent payments and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,145
|
)
|
||||||
Compensation expense recognized for employee stock options and restricted stock
|
—
|
|
|
—
|
|
|
48,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,306
|
|
||||||
Exercise of employee stock options and restricted stock activity, net
|
666,709
|
|
|
7
|
|
|
30,112
|
|
|
—
|
|
|
—
|
|
|
(2,548
|
)
|
|
(575
|
)
|
|
29,544
|
|
||||||
Treasury stock purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,015,387
|
)
|
|
(207,755
|
)
|
|
(207,755
|
)
|
||||||
Common stock issued
|
964
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
586,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
586,414
|
|
||||||
Interest rate swaps and caps, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,648
|
)
|
|
—
|
|
|
—
|
|
|
(9,648
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,846
|
)
|
|
—
|
|
|
—
|
|
|
(31,846
|
)
|
||||||
Pension liability adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,284
|
)
|
|
—
|
|
|
—
|
|
|
(12,284
|
)
|
||||||
BALANCE—September 30, 2016
|
55,767,767
|
|
|
$
|
558
|
|
|
$
|
1,028,972
|
|
|
$
|
(1,146,963
|
)
|
|
$
|
(149,787
|
)
|
|
(2,433,035
|
)
|
|
$
|
(384,270
|
)
|
|
$
|
(651,490
|
)
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
586,414
|
|
|
$
|
447,212
|
|
|
$
|
306,910
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
43,455
|
|
|
35,939
|
|
|
32,543
|
|
|||
Amortization of intangible assets and product certification costs
|
78,215
|
|
|
57,724
|
|
|
63,842
|
|
|||
Amortization of debt issuance costs and original issue discount
|
16,211
|
|
|
15,797
|
|
|
13,935
|
|
|||
Refinancing costs
|
1,426
|
|
|
18,393
|
|
|
131,622
|
|
|||
Net gain on sale of real estate
|
—
|
|
|
—
|
|
|
(804
|
)
|
|||
Non-cash equity compensation
|
48,306
|
|
|
31,500
|
|
|
26,332
|
|
|||
Excess tax benefits related to share-based payment arrangements
|
—
|
|
|
(61,965
|
)
|
|
(51,709
|
)
|
|||
Deferred income taxes
|
5,808
|
|
|
660
|
|
|
(9,416
|
)
|
|||
Changes in assets/liabilities, net of effects from acquisitions of businesses:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
(80,114
|
)
|
|
(25,418
|
)
|
|
(24,309
|
)
|
|||
Inventories
|
(2,073
|
)
|
|
(25,974
|
)
|
|
(8,392
|
)
|
|||
Income taxes receivable/payable
|
(12,299
|
)
|
|
65,418
|
|
|
56,595
|
|
|||
Other assets
|
(4,919
|
)
|
|
(12,392
|
)
|
|
(5,703
|
)
|
|||
Accounts payable
|
(6,657
|
)
|
|
13,480
|
|
|
(2,415
|
)
|
|||
Accrued interest
|
17,933
|
|
|
(3,934
|
)
|
|
9,451
|
|
|||
Accrued and other liabilities
|
(22,776
|
)
|
|
(35,502
|
)
|
|
2,740
|
|
|||
Net cash provided by operating activities
|
668,930
|
|
|
520,938
|
|
|
541,222
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures, net of disposals
|
(43,982
|
)
|
|
(54,871
|
)
|
|
(34,146
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(1,399,064
|
)
|
|
(1,624,278
|
)
|
|
(311,872
|
)
|
|||
Cash proceeds from sale of real estate
|
—
|
|
|
—
|
|
|
16,380
|
|
|||
Net cash used in investing activities
|
(1,443,046
|
)
|
|
(1,679,149
|
)
|
|
(329,638
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
—
|
|
|
61,965
|
|
|
51,709
|
|
|||
Proceeds from exercise of stock options
|
30,112
|
|
|
61,674
|
|
|
26,738
|
|
|||
Dividends paid
|
(3,000
|
)
|
|
(3,365
|
)
|
|
(1,451,391
|
)
|
|||
Treasury stock purchased
|
(207,755
|
)
|
|
—
|
|
|
(159,852
|
)
|
|||
Proceeds from 2016 Term Loans, net
|
1,725,883
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from term loans, net
|
—
|
|
|
1,515,954
|
|
|
805,360
|
|
|||
Proceeds from Revolving Commitment
|
—
|
|
|
75,250
|
|
|
—
|
|
|||
Repayment on 2016 Term Loans
|
(4,351
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment on term loans
|
(830,058
|
)
|
|
(1,025,318
|
)
|
|
(33,107
|
)
|
|||
Repayment on Revolving Commitment
|
—
|
|
|
(75,250
|
)
|
|
—
|
|
|||
Proceeds from 2026 Notes, net
|
939,584
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from senior subordinated notes, net
|
—
|
|
|
445,303
|
|
|
2,326,393
|
|
|||
Repurchase of 2018 Notes
|
—
|
|
|
—
|
|
|
(1,721,014
|
)
|
|||
Proceeds from trade receivable securitization facility, net
|
—
|
|
|
—
|
|
|
199,164
|
|
|||
Other
|
(3,580
|
)
|
|
(1,266
|
)
|
|
(27
|
)
|
|||
Net cash provided by financing activities
|
1,646,835
|
|
|
1,054,947
|
|
|
43,973
|
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
242
|
|
|
(2,251
|
)
|
|
(749
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
872,961
|
|
|
(105,515
|
)
|
|
254,808
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
714,033
|
|
|
819,548
|
|
|
564,740
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
1,586,994
|
|
|
$
|
714,033
|
|
|
$
|
819,548
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
448,608
|
|
|
$
|
398,939
|
|
|
$
|
319,577
|
|
Cash paid during the period for income taxes
|
$
|
183,291
|
|
|
$
|
127,363
|
|
|
$
|
97,798
|
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator for earnings per share:
|
|
|
|
|
|
||||||
Net income
|
$
|
586,414
|
|
|
$
|
447,212
|
|
|
$
|
306,910
|
|
Less dividends paid on participating securities
|
(3,000
|
)
|
|
(3,365
|
)
|
|
(126,626
|
)
|
|||
Net income applicable to common stock—basic and diluted
|
$
|
583,414
|
|
|
$
|
443,847
|
|
|
$
|
180,284
|
|
Denominator for basic and diluted earnings per share under the two-class method:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
53,326
|
|
|
53,112
|
|
|
52,748
|
|
|||
Vested options deemed participating securities
|
2,831
|
|
|
3,494
|
|
|
4,245
|
|
|||
Total shares for basic and diluted earnings per share
|
56,157
|
|
|
56,606
|
|
|
56,993
|
|
|||
Net earnings per share—basic and diluted
|
$
|
10.39
|
|
|
$
|
7.84
|
|
|
$
|
3.16
|
|
|
2016
|
|
2015
|
||||
Trade accounts receivable—gross
|
$
|
580,753
|
|
|
$
|
447,873
|
|
Allowance for uncollectible accounts
|
(4,414
|
)
|
|
(3,801
|
)
|
||
Trade accounts receivable—net
|
$
|
576,339
|
|
|
$
|
444,072
|
|
|
2016
|
|
2015
|
||||
Raw materials and purchased component parts
|
$
|
464,410
|
|
|
$
|
371,073
|
|
Work-in-progress
|
188,417
|
|
|
164,793
|
|
||
Finished Goods
|
153,253
|
|
|
122,956
|
|
||
Total
|
806,080
|
|
|
658,822
|
|
||
Reserves for excess and obsolete inventory
|
(82,069
|
)
|
|
(67,421
|
)
|
||
Inventories—net
|
$
|
724,011
|
|
|
$
|
591,401
|
|
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
57,510
|
|
|
$
|
42,235
|
|
Buildings and improvements
|
153,691
|
|
|
133,290
|
|
||
Machinery, equipment and other
|
338,527
|
|
|
283,670
|
|
||
Construction in progress
|
15,958
|
|
|
20,867
|
|
||
Total
|
565,686
|
|
|
480,062
|
|
||
Accumulated depreciation
|
(255,106
|
)
|
|
(219,378
|
)
|
||
Property, plant and equipment—net
|
$
|
310,580
|
|
|
$
|
260,684
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Trademarks and trade names
|
$
|
720,263
|
|
|
$
|
—
|
|
|
$
|
720,263
|
|
|
$
|
634,504
|
|
|
$
|
—
|
|
|
$
|
634,504
|
|
Technology
|
1,279,335
|
|
|
288,429
|
|
|
990,906
|
|
|
1,100,317
|
|
|
233,434
|
|
|
866,883
|
|
||||||
Order backlog
|
55,341
|
|
|
29,641
|
|
|
25,700
|
|
|
19,501
|
|
|
10,709
|
|
|
8,792
|
|
||||||
Other
|
43,331
|
|
|
15,857
|
|
|
27,474
|
|
|
43,229
|
|
|
13,557
|
|
|
29,672
|
|
||||||
Total
|
$
|
2,098,270
|
|
|
$
|
333,927
|
|
|
$
|
1,764,343
|
|
|
$
|
1,797,551
|
|
|
$
|
257,700
|
|
|
$
|
1,539,851
|
|
|
Gross Amount
|
|
Amortization
Period
|
||
Intangible assets not subject to amortization:
|
|
|
|
||
Goodwill
|
$
|
1,008,510
|
|
|
|
Trademarks and trade names
|
101,500
|
|
|
|
|
|
1,110,010
|
|
|
|
|
Intangible assets subject to amortization:
|
|
|
|
||
Technology
|
206,700
|
|
|
20 years
|
|
Order backlog
|
36,600
|
|
|
1 year
|
|
|
243,300
|
|
|
17.1 years
|
|
Total
|
$
|
1,353,310
|
|
|
|
|
Power &
Control
|
|
Airframe
|
|
Non-
aviation
|
|
Total
|
||||||||
Balance at September 30, 2014
|
$
|
1,563,447
|
|
|
$
|
1,906,261
|
|
|
$
|
55,369
|
|
|
$
|
3,525,077
|
|
Goodwill acquired during the year (Note 2)
|
674,123
|
|
|
504,141
|
|
|
—
|
|
|
1,178,264
|
|
||||
Purchase price allocation adjustments
|
—
|
|
|
(4,541
|
)
|
|
—
|
|
|
(4,541
|
)
|
||||
Currency translation adjustment
|
873
|
|
|
(13,453
|
)
|
|
—
|
|
|
(12,580
|
)
|
||||
Balance at September 30, 2015
|
2,238,443
|
|
|
2,392,408
|
|
|
55,369
|
|
|
4,686,220
|
|
||||
Goodwill acquired during the year (Note 2)
|
1,008,510
|
|
|
—
|
|
|
—
|
|
|
1,008,510
|
|
||||
Purchase price allocation adjustments
|
505
|
|
|
(792
|
)
|
|
—
|
|
|
(287
|
)
|
||||
Currency translation adjustment
|
32
|
|
|
(15,023
|
)
|
|
—
|
|
|
(14,991
|
)
|
||||
Balance at September 30, 2016
|
$
|
3,247,490
|
|
|
$
|
2,376,593
|
|
|
$
|
55,369
|
|
|
$
|
5,679,452
|
|
|
2016
|
|
2015
|
||||
Compensation and related benefits
|
$
|
88,826
|
|
|
$
|
68,034
|
|
Interest
|
83,180
|
|
|
65,247
|
|
||
Breeze-Eastern dissenting shares (see Note 2)
|
33,644
|
|
|
—
|
|
||
Interest rate swap agreements
|
29,191
|
|
|
24,770
|
|
||
Product warranties
|
24,334
|
|
|
20,592
|
|
||
Other
|
84,937
|
|
|
92,910
|
|
||
Total
|
$
|
344,112
|
|
|
$
|
271,553
|
|
|
2016
|
||||||||||||||
|
Gross Amount
|
|
Debt Issuance Costs
|
|
Original Issue Discount
|
|
Net Amount
|
||||||||
Short-term borrowings—trade receivable securitization facility
|
$
|
200,000
|
|
|
$
|
(229
|
)
|
|
$
|
—
|
|
|
$
|
199,771
|
|
Term loans
|
$
|
5,288,708
|
|
|
$
|
(42,662
|
)
|
|
$
|
(11,439
|
)
|
|
$
|
5,234,607
|
|
2020 Notes
|
550,000
|
|
|
(4,299
|
)
|
|
—
|
|
|
545,701
|
|
||||
2021 Notes
|
500,000
|
|
|
(3,141
|
)
|
|
—
|
|
|
496,859
|
|
||||
2022 Notes
|
1,150,000
|
|
|
(8,381
|
)
|
|
—
|
|
|
1,141,619
|
|
||||
2024 Notes
|
1,200,000
|
|
|
(9,218
|
)
|
|
—
|
|
|
1,190,782
|
|
||||
2025 Notes
|
450,000
|
|
|
(4,144
|
)
|
|
—
|
|
|
445,856
|
|
||||
2026 Notes
|
950,000
|
|
|
(9,588
|
)
|
|
—
|
|
|
940,412
|
|
||||
|
10,088,708
|
|
|
(81,433
|
)
|
|
(11,439
|
)
|
|
9,995,836
|
|
||||
Less current portion
|
53,074
|
|
|
(429
|
)
|
|
—
|
|
|
52,645
|
|
||||
Long-term debt
|
$
|
10,035,634
|
|
|
$
|
(81,004
|
)
|
|
$
|
(11,439
|
)
|
|
$
|
9,943,191
|
|
|
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
|
|
Term Loan Facility
|
|
Maturity Date
|
|
Interest Rate
|
|
Aggregate Principal as of September 30,
|
||||||
|
|
|
2016
|
|
2015
|
|||||||
Tranche C
|
|
February 28, 2020
|
|
LIBO rate
(1)
+3.00%
|
|
$
|
1,228.3
|
|
|
$
|
2,035.4
|
|
Tranche D
|
|
June 4, 2021
|
|
LIBO rate
(1)
+ 3.00%
|
|
806.4
|
|
|
814.7
|
|
||
Tranche E
|
|
May 14, 2022
|
|
LIBO rate
(1)
+ 3.00%
|
|
1,518.0
|
|
|
1,532.7
|
|
||
Tranche F
|
|
June 9, 2023
|
|
LIBO rate
(1)
+ 3.00%
|
|
1,736.0
|
|
|
—
|
|
Term Loan Facility
|
|
Interest Rate as of September 30,
|
||||
|
2016
|
|
2015
|
|||
Tranche C
|
|
3.75
|
%
|
|
3.75
|
%
|
Tranche D
|
|
3.75
|
%
|
|
3.75
|
%
|
Tranche E
|
|
3.75
|
%
|
|
3.50
|
%
|
Tranche F
|
|
3.75
|
%
|
|
—
|
%
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at statutory rate of 35%
|
$
|
268,841
|
|
|
$
|
222,888
|
|
|
$
|
156,979
|
|
State and local income taxes, net of federal benefit
|
2,677
|
|
|
4,931
|
|
|
5,658
|
|
|||
Stock compensation
|
(43,565
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign rate differential
|
(30,079
|
)
|
|
(14,332
|
)
|
|
(4,034
|
)
|
|||
Domestic manufacturing deduction
|
(16,902
|
)
|
|
(17,834
|
)
|
|
(13,980
|
)
|
|||
Other—net
|
730
|
|
|
(6,041
|
)
|
|
(3,023
|
)
|
|||
Income tax provision
|
$
|
181,702
|
|
|
$
|
189,612
|
|
|
$
|
141,600
|
|
|
2016
|
|
2015
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
627,633
|
|
|
$
|
508,485
|
|
Property, plant and equipment
|
31,438
|
|
|
21,083
|
|
||
Unremitted foreign earnings
|
9,434
|
|
|
7,178
|
|
||
Employee benefits, compensation and other accrued obligations
|
(86,229
|
)
|
|
(65,245
|
)
|
||
Interest rate swaps and caps
|
(36,478
|
)
|
|
(29,811
|
)
|
||
Net operating losses
|
(29,266
|
)
|
|
(15,945
|
)
|
||
Inventory
|
(22,382
|
)
|
|
(22,047
|
)
|
||
Environmental
|
(16,958
|
)
|
|
(7,897
|
)
|
||
Product warranties
|
(9,007
|
)
|
|
(6,247
|
)
|
||
Other
|
(3,216
|
)
|
|
(2,202
|
)
|
||
Total
|
464,969
|
|
|
387,352
|
|
||
Add: Valuation allowance
|
27,286
|
|
|
17,645
|
|
||
Total net deferred tax liabilities
|
$
|
492,255
|
|
|
$
|
404,997
|
|
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
6,859
|
|
|
$
|
13,951
|
|
Additions based on tax positions related to the prior year
|
2,014
|
|
|
1,304
|
|
||
Additions based on tax positions related to the current year
|
913
|
|
|
—
|
|
||
Reductions based on tax positions related to the prior year
|
(801
|
)
|
|
(2,099
|
)
|
||
Settlement with tax authorities
|
—
|
|
|
(957
|
)
|
||
Lapse in statute of limitations
|
(1,483
|
)
|
|
(3,645
|
)
|
||
Acquisitions
|
1,204
|
|
|
(1,695
|
)
|
||
Balance at end of period
|
$
|
8,706
|
|
|
$
|
6,859
|
|
|
Fiscal Year Ended
|
|
|
September 30, 2016
|
|
Decrease in Additional paid-in capital
|
43,565
|
|
Decrease in Income tax provision and increase in Net income
|
43,565
|
|
Increase in basic and diluted earnings per common share
|
0.78
|
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales to external customers
|
|
|
|
|
|
||||||
Power & Control
|
$
|
1,621,741
|
|
|
$
|
1,330,135
|
|
|
$
|
1,161,808
|
|
Airframe
|
1,447,894
|
|
|
1,280,706
|
|
|
1,115,594
|
|
|||
Non-aviation
|
101,776
|
|
|
96,274
|
|
|
95,504
|
|
|||
|
$
|
3,171,411
|
|
|
$
|
2,707,115
|
|
|
$
|
2,372,906
|
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
EBITDA As Defined
|
|
|
|
|
|
||||||
Power & Control
|
$
|
787,418
|
|
|
$
|
653,050
|
|
|
$
|
585,671
|
|
Airframe
|
709,858
|
|
|
585,472
|
|
|
494,076
|
|
|||
Non-aviation
|
28,228
|
|
|
22,406
|
|
|
18,479
|
|
|||
Total segment EBITDA As Defined
|
1,525,504
|
|
|
1,260,928
|
|
|
1,098,226
|
|
|||
Unallocated corporate expenses
|
30,308
|
|
|
27,274
|
|
|
25,019
|
|
|||
Total Company EBITDA As Defined
|
1,495,196
|
|
|
1,233,654
|
|
|
1,073,207
|
|
|||
Depreciation and amortization
|
121,670
|
|
|
93,663
|
|
|
96,385
|
|
|||
Interest expense, net
|
483,850
|
|
|
418,785
|
|
|
347,688
|
|
|||
Acquisition-related costs
|
57,699
|
|
|
36,205
|
|
|
21,160
|
|
|||
Stock compensation expense
|
48,306
|
|
|
31,500
|
|
|
26,332
|
|
|||
Refinancing costs
|
15,794
|
|
|
18,393
|
|
|
131,622
|
|
|||
Other, net
|
(239
|
)
|
|
(1,716
|
)
|
|
1,510
|
|
|||
Income before income taxes
|
$
|
768,116
|
|
|
$
|
636,824
|
|
|
$
|
448,510
|
|
|
Fiscal Years Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Power & Control
|
$
|
25,120
|
|
|
$
|
24,664
|
|
|
$
|
13,882
|
|
Airframe
|
16,498
|
|
|
28,086
|
|
|
17,096
|
|
|||
Non-aviation
|
2,169
|
|
|
1,889
|
|
|
3,097
|
|
|||
Corporate
|
195
|
|
|
232
|
|
|
71
|
|
|||
|
$
|
43,982
|
|
|
$
|
54,871
|
|
|
$
|
34,146
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
Power & Control
|
$
|
65,488
|
|
|
$
|
39,336
|
|
|
$
|
40,401
|
|
Airframe
|
52,198
|
|
|
50,355
|
|
|
50,311
|
|
|||
Non-aviation
|
2,860
|
|
|
2,846
|
|
|
4,579
|
|
|||
Corporate
|
1,124
|
|
|
1,126
|
|
|
1,094
|
|
|||
|
$
|
121,670
|
|
|
$
|
93,663
|
|
|
$
|
96,385
|
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
Total assets
|
|
|
|
||||
Power & Control
|
$
|
5,184,303
|
|
|
$
|
3,550,866
|
|
Airframe
|
3,922,532
|
|
|
3,922,439
|
|
||
Non-aviation
|
131,319
|
|
|
129,935
|
|
||
Corporate
|
1,488,123
|
|
|
700,695
|
|
||
|
$
|
10,726,277
|
|
|
$
|
8,303,935
|
|
|
Fiscal Years Ended September 30,
|
||||
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
1.33% to 1.73%
|
|
1.33% to 1.64%
|
|
1.71% to 2.03%
|
Expected life of options
|
5 years
|
|
5 years
|
|
6 years
|
Expected dividend yield of stock
|
—
|
|
—
|
|
—
|
Expected volatility of stock
|
25%
|
|
35%
|
|
35%
|
|
Number of
Options
|
|
Weighted-Average
Exercise Price Per
Option
|
|
Weighted-Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at September 30, 2015
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
147,935
|
|
|
228.73
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
147,935
|
|
|
$
|
228.73
|
|
|
9.3 years
|
|
$
|
8,933,125
|
|
Expected to vest
|
72,636
|
|
|
$
|
229.19
|
|
|
9.3 years
|
|
$
|
4,352,809
|
|
Exercisable at September 30, 2016
|
32,195
|
|
|
$
|
229.79
|
|
|
9.3 years
|
|
$
|
1,910,135
|
|
|
Number of
Options
|
|
Weighted-Average
Exercise Price Per
Option
|
|
Weighted-Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at September 30, 2015
|
5,265,543
|
|
|
$
|
110.82
|
|
|
|
|
|
||
Granted
|
745,844
|
|
|
225.66
|
|
|
|
|
|
|||
Exercised
|
(634,536
|
)
|
|
46.06
|
|
|
|
|
|
|||
Forfeited
|
(136,980
|
)
|
|
179.82
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
5,239,871
|
|
|
$
|
133.20
|
|
|
6.1 years
|
|
$
|
816,998,251
|
|
Expected to vest
|
1,479,304
|
|
|
$
|
170.03
|
|
|
7.6 years
|
|
$
|
176,171,905
|
|
Exercisable at September 30, 2016
|
3,110,037
|
|
|
$
|
95.45
|
|
|
4.8 years
|
|
$
|
602,359,974
|
|
|
Number of
Options
|
|
Weighted-Average
Exercise Price Per
Option
|
|
Weighted-Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at September 30, 2015
|
113,016
|
|
|
$
|
98.11
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(26,687
|
)
|
|
24.99
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
86,329
|
|
|
$
|
120.72
|
|
|
5.6 years
|
|
$
|
14,538,166
|
|
Exercisable at September 30, 2016
|
47,414
|
|
|
$
|
113.02
|
|
|
5.1 years
|
|
$
|
8,349,513
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|||||||||||||
|
Level
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
1
|
|
|
$
|
1,586,994
|
|
|
$
|
1,586,994
|
|
|
$
|
714,033
|
|
|
$
|
714,033
|
|
Interest rate cap agreements
(1)
|
2
|
|
|
4,232
|
|
|
4,232
|
|
|
8,180
|
|
|
8,180
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest rate swap agreements
(2)
|
2
|
|
|
29,191
|
|
|
29,191
|
|
|
24,770
|
|
|
24,770
|
|
||||
Interest rate swap agreements
(3)
|
2
|
|
|
53,824
|
|
|
53,824
|
|
|
49,730
|
|
|
49,730
|
|
||||
Short-term borrowings - trade receivable securitization facility
(4)
|
1
|
|
|
199,771
|
|
|
199,771
|
|
|
199,792
|
|
|
199,792
|
|
||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|||||||||
Term loans
(4)
|
2
|
|
|
5,234,607
|
|
|
5,284,037
|
|
|
4,333,682
|
|
|
4,344,000
|
|
||||
2020 Notes
(4)
|
1
|
|
|
545,701
|
|
|
566,500
|
|
|
544,645
|
|
|
520,000
|
|
||||
2021 Notes
(4)
|
1
|
|
|
496,859
|
|
|
530,000
|
|
|
496,211
|
|
|
524,000
|
|
||||
2022 Notes
(4)
|
1
|
|
|
1,141,619
|
|
|
1,214,688
|
|
|
1,140,179
|
|
|
1,081,000
|
|
||||
2024 Notes
(4)
|
1
|
|
|
1,190,782
|
|
|
1,266,000
|
|
|
1,189,606
|
|
|
1,119,000
|
|
||||
2025 Notes
(4)
|
1
|
|
|
445,856
|
|
|
469,125
|
|
|
445,487
|
|
|
417,000
|
|
||||
2026 Notes
(4)
|
1
|
|
|
940,412
|
|
|
985,625
|
|
|
—
|
|
|
—
|
|
(1)
|
Included in other non-current assets on the consolidated balance sheet.
|
(2)
|
Included in accrued liabilities on the consolidated balance sheet.
|
(3)
|
Included in other non-current liabilities on the 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 11, “Debt,” for gross carrying amounts.
|
Aggregate Notional Amount
(in millions)
|
Start Date
|
End Date
|
Related Debt
|
Conversion of Related Variable Rate Debt to Fixed Rate of:
|
$1,000
|
6/28/2019
|
6/30/2021
|
Tranche F Term Loans
|
4.8% (1.8% plus the 3% margin percentage)
|
$750
|
3/31/2016
|
6/30/2020
|
Tranche D Term Loans
|
5.8% (2.8% plus the 3% margin percentage)
|
$1,000
|
9/30/2014
|
6/30/2019
|
Tranche C Term Loans
|
5.4% (2.4% plus the 3% margin percentage)
|
Aggregate Notional Amount
(in millions) |
Start Date
|
End Date
|
Related Debt
|
Offsets Variable Rate Debt Attributable to Fluctuations Above:
|
$400
|
6/30/2016
|
6/30/2021
|
Tranche F Term Loans
|
Three month LIBO rate of 2.0%
|
$750
|
9/30/2015
|
6/30/2020
|
Tranche E Term Loans
|
Three month LIBO rate of 2.5%
|
|
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges
(2)
|
|
Defined benefit pension plan activity
(3)
|
|
Currency translation adjustment
|
|
Total
|
||||||||
Balance at September 30, 2014
|
$
|
(15,888
|
)
|
|
$
|
(6,227
|
)
|
|
$
|
(3,056
|
)
|
|
$
|
(25,171
|
)
|
Other comprehensive loss before reclassification
|
(38,754
|
)
|
|
(5,786
|
)
|
|
(29,448
|
)
|
|
(73,988
|
)
|
||||
Amounts reclassified from AOCI related to interest rate swap agreements
(1)
|
3,150
|
|
|
—
|
|
|
—
|
|
|
3,150
|
|
||||
Net current-period other comprehensive loss
|
$
|
(35,604
|
)
|
|
$
|
(5,786
|
)
|
|
$
|
(29,448
|
)
|
|
$
|
(70,838
|
)
|
Balance at September 30, 2015
|
$
|
(51,492
|
)
|
|
$
|
(12,013
|
)
|
|
$
|
(32,504
|
)
|
|
$
|
(96,009
|
)
|
Other comprehensive loss before reclassification
|
(9,664
|
)
|
|
(12,284
|
)
|
|
(31,846
|
)
|
|
(53,794
|
)
|
||||
Amounts reclassified from AOCI related to interest rate swap agreements
(1)
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||
Net current-period other comprehensive loss
|
$
|
(9,648
|
)
|
|
$
|
(12,284
|
)
|
|
$
|
(31,846
|
)
|
|
$
|
(53,778
|
)
|
Balance at September 30, 2016
|
$
|
(61,140
|
)
|
|
$
|
(24,297
|
)
|
|
$
|
(64,350
|
)
|
|
$
|
(149,787
|
)
|
(1)
|
This component of AOCI is included in interest expense (see Note 20, “Derivatives and Hedging Activities,” for additional details).
|
(2)
|
Unrealized loss represents interest rate swap and cap agreements, net of taxes of
$6,868
,
$20,716
and
$3,704
for the years ended
September 30, 2016
,
2015
and
2014
, respectively.
|
(3)
|
Defined benefit pension plan activity represent pension liability adjustments, net of tax of
$6,017
,
$3,299
and
$2,818
, respectively.
|
|
First Quarter
Ended January 2, 2016 |
|
Second Quarter
Ended April 2, 2016 |
|
Third Quarter
Ended July 2, 2016 |
|
Fourth Quarter
Ended September 30, 2016 |
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Net sales
(2)
|
$
|
701,695
|
|
|
$
|
796,801
|
|
|
$
|
797,692
|
|
|
$
|
875,223
|
|
Gross profit
(2)
|
374,567
|
|
|
425,662
|
|
|
443,515
|
|
|
484,319
|
|
||||
Net income
(2)(3)
|
129,441
|
|
|
141,683
|
|
|
160,622
|
|
|
154,668
|
|
||||
Net earnings per share—basic and diluted
(1)(3)
|
$
|
2.23
|
|
|
$
|
2.52
|
|
|
$
|
2.88
|
|
|
$
|
2.77
|
|
|
First Quarter
Ended December 27, 2014 |
|
Second Quarter
Ended March 28, 2015 |
|
Third Quarter
Ended June 27, 2015 |
|
Fourth Quarter
Ended September 30, 2015 |
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Net sales
(2)
|
$
|
586,898
|
|
|
$
|
619,030
|
|
|
$
|
691,395
|
|
|
$
|
809,792
|
|
Gross profit
(2)
|
321,173
|
|
|
341,617
|
|
|
359,455
|
|
|
427,600
|
|
||||
Net income
(2)
|
95,533
|
|
|
110,894
|
|
|
99,112
|
|
|
141,673
|
|
||||
Net earnings (loss) per share—basic and diluted
(1)
|
$
|
1.63
|
|
|
$
|
1.96
|
|
|
$
|
1.75
|
|
|
$
|
2.50
|
|
(1)
|
The sum of the earnings per share for the four quarters in a year does not necessarily equal the total year earnings per share.
|
(2)
|
The Company’s operating results include the results of operations of acquisitions from the effective date of each acquisition. See Note 2 “Acquisitions,” for additional details.
|
(3)
|
The Company adopted ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” in the fourth quarter of fiscal 2016. Therefore, effective October 1, 2015, quarterly net income and net earnings per share - basic and diluted were adjusted in accordance with ASU 2016-09 and prior periods have not been adjusted. Refer to Note 4, “Recent Accounting Pronouncements,” and Note 13, “Income Taxes” for additional information.
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
132,407
|
|
|
$
|
2,580,091
|
|
|
$
|
486,198
|
|
|
$
|
(27,285
|
)
|
|
$
|
3,171,411
|
|
COST OF SALES
|
—
|
|
|
75,521
|
|
|
1,105,893
|
|
|
289,219
|
|
|
(27,285
|
)
|
|
1,443,348
|
|
||||||
GROSS PROFIT
|
—
|
|
|
56,886
|
|
|
1,474,198
|
|
|
196,979
|
|
|
—
|
|
|
1,728,063
|
|
||||||
SELLING AND ADMINISTRATIVE EXPENSES
|
—
|
|
|
114,546
|
|
|
210,209
|
|
|
58,103
|
|
|
—
|
|
|
382,858
|
|
||||||
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
684
|
|
|
65,299
|
|
|
11,462
|
|
|
—
|
|
|
77,445
|
|
||||||
(LOSS) INCOME FROM OPERATIONS
|
—
|
|
|
(58,344
|
)
|
|
1,198,690
|
|
|
127,414
|
|
|
—
|
|
|
1,267,760
|
|
||||||
INTEREST EXPENSE (INCOME)—Net
|
—
|
|
|
490,974
|
|
|
259
|
|
|
(7,383
|
)
|
|
—
|
|
|
483,850
|
|
||||||
REFINANCING COSTS
|
—
|
|
|
15,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,794
|
|
||||||
EQUITY IN INCOME OF SUBSIDIARIES
|
(586,414
|
)
|
|
(1,044,371
|
)
|
|
—
|
|
|
—
|
|
|
1,630,785
|
|
|
—
|
|
||||||
INCOME BEFORE INCOME TAXES
|
586,414
|
|
|
479,259
|
|
|
1,198,431
|
|
|
134,797
|
|
|
(1,630,785
|
)
|
|
768,116
|
|
||||||
INCOME TAX (BENEFIT) PROVISION
|
—
|
|
|
(107,155
|
)
|
|
285,887
|
|
|
2,970
|
|
|
—
|
|
|
181,702
|
|
||||||
NET INCOME
|
$
|
586,414
|
|
|
$
|
586,414
|
|
|
$
|
912,544
|
|
|
$
|
131,827
|
|
|
$
|
(1,630,785
|
)
|
|
$
|
586,414
|
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
|
(53,778
|
)
|
|
6,381
|
|
|
(9,598
|
)
|
|
(39,461
|
)
|
|
42,678
|
|
|
(53,778
|
)
|
||||||
TOTAL COMPREHENSIVE INCOME
|
$
|
532,636
|
|
|
$
|
592,795
|
|
|
$
|
902,946
|
|
|
$
|
92,366
|
|
|
$
|
(1,588,107
|
)
|
|
$
|
532,636
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
131,378
|
|
|
$
|
2,262,842
|
|
|
$
|
324,675
|
|
|
$
|
(11,780
|
)
|
|
$
|
2,707,115
|
|
COST OF SALES
|
—
|
|
|
79,174
|
|
|
973,908
|
|
|
215,968
|
|
|
(11,780
|
)
|
|
1,257,270
|
|
||||||
GROSS PROFIT
|
—
|
|
|
52,204
|
|
|
1,288,934
|
|
|
108,707
|
|
|
—
|
|
|
1,449,845
|
|
||||||
SELLING AND ADMINISTRATIVE EXPENSES
|
—
|
|
|
72,792
|
|
|
197,914
|
|
|
50,918
|
|
|
—
|
|
|
321,624
|
|
||||||
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
1,392
|
|
|
45,337
|
|
|
7,490
|
|
|
—
|
|
|
54,219
|
|
||||||
(LOSS) INCOME FROM OPERATIONS
|
—
|
|
|
(21,980
|
)
|
|
1,045,683
|
|
|
50,299
|
|
|
—
|
|
|
1,074,002
|
|
||||||
INTEREST EXPENSE (INCOME)—Net
|
—
|
|
|
430,224
|
|
|
(487
|
)
|
|
(10,952
|
)
|
|
—
|
|
|
418,785
|
|
||||||
REFINANCING COSTS
|
—
|
|
|
18,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,393
|
|
||||||
EQUITY IN INCOME OF SUBSIDIARIES
|
(447,212
|
)
|
|
(773,510
|
)
|
|
—
|
|
|
—
|
|
|
1,220,722
|
|
|
—
|
|
||||||
INCOME BEFORE INCOME TAXES
|
447,212
|
|
|
302,913
|
|
|
1,046,170
|
|
|
61,251
|
|
|
(1,220,722
|
)
|
|
636,824
|
|
||||||
INCOME TAX (BENEFIT) PROVISION
|
—
|
|
|
(144,299
|
)
|
|
315,017
|
|
|
18,894
|
|
|
—
|
|
|
189,612
|
|
||||||
NET INCOME
|
$
|
447,212
|
|
|
$
|
447,212
|
|
|
$
|
731,153
|
|
|
$
|
42,357
|
|
|
$
|
(1,220,722
|
)
|
|
$
|
447,212
|
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX
|
(70,838
|
)
|
|
(55,338
|
)
|
|
770
|
|
|
(29,147
|
)
|
|
83,715
|
|
|
(70,838
|
)
|
||||||
TOTAL COMPREHENSIVE INCOME
|
$
|
376,374
|
|
|
$
|
391,874
|
|
|
$
|
731,923
|
|
|
$
|
13,210
|
|
|
$
|
(1,137,007
|
)
|
|
$
|
376,374
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
125,389
|
|
|
$
|
2,051,541
|
|
|
$
|
206,952
|
|
|
$
|
(10,976
|
)
|
|
$
|
2,372,906
|
|
COST OF SALES
|
—
|
|
|
74,312
|
|
|
895,041
|
|
|
146,878
|
|
|
(11,199
|
)
|
|
1,105,032
|
|
||||||
GROSS PROFIT
|
—
|
|
|
51,077
|
|
|
1,156,500
|
|
|
60,074
|
|
|
223
|
|
|
1,267,874
|
|
||||||
SELLING AND ADMINISTRATIVE EXPENSES
|
—
|
|
|
65,272
|
|
|
176,516
|
|
|
34,658
|
|
|
—
|
|
|
276,446
|
|
||||||
AMORTIZATION OF INTANGIBLE ASSETS
|
—
|
|
|
1,388
|
|
|
55,730
|
|
|
6,490
|
|
|
—
|
|
|
63,608
|
|
||||||
(LOSS) INCOME FROM OPERATIONS
|
—
|
|
|
(15,583
|
)
|
|
924,254
|
|
|
18,926
|
|
|
223
|
|
|
927,820
|
|
||||||
INTEREST EXPENSE (INCOME)—Net
|
—
|
|
|
349,289
|
|
|
(36
|
)
|
|
(1,565
|
)
|
|
—
|
|
|
347,688
|
|
||||||
REFINANCING COSTS
|
—
|
|
|
131,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131,622
|
|
||||||
EQUITY IN INCOME OF SUBSIDIARIES
|
(306,910
|
)
|
|
(639,539
|
)
|
|
—
|
|
|
—
|
|
|
946,449
|
|
|
—
|
|
||||||
INCOME BEFORE INCOME TAXES
|
306,910
|
|
|
143,045
|
|
|
924,290
|
|
|
20,491
|
|
|
(946,226
|
)
|
|
448,510
|
|
||||||
INCOME TAX (BENEFIT) PROVISION
|
—
|
|
|
(163,865
|
)
|
|
293,961
|
|
|
11,504
|
|
|
—
|
|
|
141,600
|
|
||||||
NET INCOME
|
$
|
306,910
|
|
|
$
|
306,910
|
|
|
$
|
630,329
|
|
|
$
|
8,987
|
|
|
$
|
(946,226
|
)
|
|
$
|
306,910
|
|
OTHER COMPREHENSIVE LOSS, NET OF TAX
|
(18,655
|
)
|
|
(3,951
|
)
|
|
(1,520
|
)
|
|
(13,184
|
)
|
|
18,655
|
|
|
(18,655
|
)
|
||||||
TOTAL COMPREHENSIVE INCOME (LOSS)
|
$
|
288,255
|
|
|
$
|
302,959
|
|
|
$
|
628,809
|
|
|
$
|
(4,197
|
)
|
|
$
|
(927,571
|
)
|
|
$
|
288,255
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
—
|
|
|
$
|
(245,299
|
)
|
|
$
|
944,152
|
|
|
$
|
(25,496
|
)
|
|
$
|
(4,427
|
)
|
|
$
|
668,930
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(1,716
|
)
|
|
(32,608
|
)
|
|
(9,658
|
)
|
|
—
|
|
|
(43,982
|
)
|
||||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(1,399,064
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,399,064
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(1,400,780
|
)
|
|
(32,608
|
)
|
|
(9,658
|
)
|
|
—
|
|
|
(1,443,046
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany activities
|
192,703
|
|
|
580,487
|
|
|
(910,647
|
)
|
|
133,030
|
|
|
4,427
|
|
|
—
|
|
||||||
Proceeds from exercise of stock options
|
30,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,112
|
|
||||||
Dividends paid
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
||||||
Treasury stock purchased
|
(207,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207,755
|
)
|
||||||
Proceeds from 2016 Term Loans, net
|
—
|
|
|
1,725,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,725,883
|
|
||||||
Repayment on 2016 Term Loans
|
—
|
|
|
(4,351
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,351
|
)
|
||||||
Repayment on term loans
|
—
|
|
|
(830,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(830,058
|
)
|
||||||
Proceeds from 2026 Notes, net
|
—
|
|
|
939,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
939,584
|
|
||||||
Other
|
—
|
|
|
(3,580
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,580
|
)
|
||||||
Net cash provided by (used in) financing activities
|
12,060
|
|
|
2,407,965
|
|
|
(910,647
|
)
|
|
133,030
|
|
|
4,427
|
|
|
1,646,835
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
242
|
|
||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
12,060
|
|
|
761,886
|
|
|
897
|
|
|
98,118
|
|
|
—
|
|
|
872,961
|
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1,500
|
|
|
659,365
|
|
|
7,911
|
|
|
45,257
|
|
|
—
|
|
|
714,033
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
13,560
|
|
|
$
|
1,421,251
|
|
|
$
|
8,808
|
|
|
$
|
143,375
|
|
|
$
|
—
|
|
|
$
|
1,586,994
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
—
|
|
|
$
|
(298,797
|
)
|
|
$
|
734,130
|
|
|
$
|
82,451
|
|
|
$
|
3,154
|
|
|
$
|
520,938
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(2,871
|
)
|
|
(44,564
|
)
|
|
(7,436
|
)
|
|
—
|
|
|
(54,871
|
)
|
||||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(1,624,278
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,624,278
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(1,627,149
|
)
|
|
(44,564
|
)
|
|
(7,436
|
)
|
|
—
|
|
|
(1,679,149
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany activities
|
(120,862
|
)
|
|
867,990
|
|
|
(685,448
|
)
|
|
(58,526
|
)
|
|
(3,154
|
)
|
|
—
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
61,965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,965
|
|
||||||
Proceeds from exercise of stock options
|
61,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,674
|
|
||||||
Dividends paid
|
(3,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,365
|
)
|
||||||
Proceeds from term loans, net
|
—
|
|
|
1,515,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,515,954
|
|
||||||
Proceeds from Revolving Commitment
|
—
|
|
|
75,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,250
|
|
||||||
Repayment on term loans
|
—
|
|
|
(1,025,318
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,025,318
|
)
|
||||||
Repayment on Revolving Commitment
|
—
|
|
|
(75,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,250
|
)
|
||||||
Proceeds from senior subordinated notes, net
|
—
|
|
|
445,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
445,303
|
|
||||||
Other
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,266
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(588
|
)
|
|
1,802,663
|
|
|
(685,448
|
)
|
|
(58,526
|
)
|
|
(3,154
|
)
|
|
1,054,947
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,251
|
)
|
|
—
|
|
|
(2,251
|
)
|
||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(588
|
)
|
|
(123,283
|
)
|
|
4,118
|
|
|
14,238
|
|
|
—
|
|
|
(105,515
|
)
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,088
|
|
|
782,648
|
|
|
3,793
|
|
|
31,019
|
|
|
—
|
|
|
819,548
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
1,500
|
|
|
$
|
659,365
|
|
|
$
|
7,911
|
|
|
$
|
45,257
|
|
|
$
|
—
|
|
|
$
|
714,033
|
|
|
TransDigm
Group
|
|
TransDigm
Inc.
|
|
Subsidiary
Guarantors
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
Consolidated
|
||||||||||||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
$
|
—
|
|
|
$
|
(123,074
|
)
|
|
$
|
952,855
|
|
|
$
|
(303,763
|
)
|
|
$
|
15,204
|
|
|
$
|
541,222
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
(2,666
|
)
|
|
(28,927
|
)
|
|
(2,553
|
)
|
|
—
|
|
|
(34,146
|
)
|
||||||
Acquisition of businesses, net of cash acquired
|
|
|
|
(311,872
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(311,872
|
)
|
||||||
Cash proceeds from sale of investment
|
—
|
|
|
—
|
|
|
16,380
|
|
|
—
|
|
|
—
|
|
|
16,380
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(314,538
|
)
|
|
(12,547
|
)
|
|
(2,553
|
)
|
|
—
|
|
|
(329,638
|
)
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany activities
|
1,533,571
|
|
|
(694,208
|
)
|
|
(944,415
|
)
|
|
120,256
|
|
|
(15,204
|
)
|
|
—
|
|
||||||
Excess tax benefits related to share-based payment arrangements
|
51,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,709
|
|
||||||
Proceeds from exercise of stock options
|
26,738
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,738
|
|
||||||
Dividends paid
|
(1,451,391
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,451,391
|
)
|
||||||
Treasury stock purchased
|
(159,852
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159,852
|
)
|
||||||
Proceeds from term loans, net
|
—
|
|
|
805,360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
805,360
|
|
||||||
Repayment on term loans
|
—
|
|
|
(33,107
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,107
|
)
|
||||||
Proceeds from senior subordinated notes, net
|
—
|
|
|
2,326,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,326,393
|
|
||||||
Repurchase of 2018 Notes
|
—
|
|
|
(1,721,014
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,721,014
|
)
|
||||||
Proceeds from trade receivable securitization facility, net
|
—
|
|
|
—
|
|
|
—
|
|
|
199,164
|
|
|
—
|
|
|
199,164
|
|
||||||
Other
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
||||||
Net cash provided by (used in) financing activities
|
775
|
|
|
683,397
|
|
|
(944,415
|
)
|
|
319,420
|
|
|
(15,204
|
)
|
|
43,973
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
—
|
|
|
—
|
|
|
—
|
|
|
(749
|
)
|
|
—
|
|
|
(749
|
)
|
||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
775
|
|
|
245,785
|
|
|
(4,107
|
)
|
|
12,355
|
|
|
—
|
|
|
254,808
|
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1,313
|
|
|
536,863
|
|
|
7,900
|
|
|
18,664
|
|
|
—
|
|
|
564,740
|
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
2,088
|
|
|
$
|
782,648
|
|
|
$
|
3,793
|
|
|
$
|
31,019
|
|
|
$
|
—
|
|
|
$
|
819,548
|
|
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
Balance at
Beginning of
Period
|
|
Additions
|
|
Deductions from
Reserve
(1)
|
|
Balance at
End of
Period
|
||||||||||||
Description
|
Charged to Costs
and Expenses
|
|
Acquisitions
|
|
|||||||||||||||
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,801
|
|
|
$
|
1,043
|
|
|
$
|
724
|
|
|
$
|
(1,154
|
)
|
|
$
|
4,414
|
|
Reserve for excess and obsolete inventory
|
64,158
|
|
|
26,407
|
|
|
—
|
|
|
(10,526
|
)
|
|
80,039
|
|
|||||
Valuation allowance for deferred tax assets
|
17,645
|
|
|
9,641
|
|
|
—
|
|
|
—
|
|
|
27,286
|
|
|||||
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
4,091
|
|
|
$
|
(376
|
)
|
|
$
|
271
|
|
|
$
|
(185
|
)
|
|
$
|
3,801
|
|
Reserve for excess and obsolete inventory
|
55,586
|
|
|
15,554
|
|
|
—
|
|
|
(6,982
|
)
|
|
64,158
|
|
|||||
Valuation allowance for deferred tax assets
|
24,267
|
|
|
(6,622
|
)
|
|
—
|
|
|
—
|
|
|
17,645
|
|
|||||
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
5,485
|
|
|
$
|
682
|
|
|
$
|
81
|
|
|
$
|
(2,157
|
)
|
|
$
|
4,091
|
|
Reserve for excess and obsolete inventory
|
45,369
|
|
|
16,027
|
|
|
—
|
|
|
(5,810
|
)
|
|
55,586
|
|
|||||
Valuation allowance for deferred tax assets
|
26,125
|
|
|
(4,494
|
)
|
|
2,636
|
|
|
—
|
|
|
24,267
|
|
(1)
|
The amounts in this column represent charge-offs net of recoveries and the impact of foreign currency translation adjustments.
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
|
|
3.65
|
|
Certificate of Incorporation, filed October 24, 1977, of Transformer Technology Corporation (now known as Beta Transformer Technology Corporation)
|
3.66
|
|
Certificate of Amendment of Certificate of Incorporation, filed December 1, 1977, of Transformer Technology Corporation (now known as Beta Transformer Technology Corporation)
|
3.67
|
|
Bylaws of Transformer Technology Corporation (now known as Beta Transformer Technology Corporation)
|
3.68
|
|
Amended and Restated Limited Liability Company Agreement, filed July 7, 2016, of Beta Transformer Technology LLC
|
3.89
|
|
Certificate of Incorporation, filed October 23, 1970, of ILC Data Devices Corporation (now known as Data Device Corporation)
|
3.90
|
|
Certificate of Amendment of Certificate of Incorporation, filed April 23, 1999, of ILC Data Devices Corporation (now known as Data Device Corporation)
|
3.91
|
|
Certificate of Amendment of Certificate of Incorporation, filed July 14, 2014, of Data Device Corporation
|
3.92
|
|
Bylaws of ILC Data Devices Corporation, (now known as Data Device Corporation)
|
3.105
|
|
Amended and Restated Certificate of Incorporation, filed June 23, 2016, of ILC Holdings, Inc.
|
3.106
|
|
Bylaws of ILC Holdings, Inc.
|
3.107
|
|
Certificate of Formation, filed August 12, 2008, of New ILC Mergeco, LLC (now known as ILC Industries, LLC)
|
3.108
|
|
Certificate of Amendment to Certificate of Formation, filed December 3, 2010, of New ILC Mergeco, LLC (now known as ILC Industries, LLC)
|
3.109
|
|
Limited Liability Company Agreement of ILC Industries, LLC
|
3.110
|
|
Certificate of Formation, filed January 26, 2007, of Johnson Liverpool LLC
|
3.111
|
|
Amended and Restated Limited Liability Company Agreement of Johnson Liverpool LLC
|
3.144
|
|
Certificate of Incorporation, filed August 22, 1986, of Tactair Fluid Controls, Inc.
|
3.145
|
|
Certificate of Amendment of Certificate of Incorporation of Tactair Fluid Controls, Inc.
|
3.146
|
|
Bylaws of Tactair Fluid Controls, Inc.
|
3.157
|
|
Restated Certificate of Incorporation, filed November 10, 2016, of Young & Franklin, Inc.
|
3.158
|
|
Bylaws of Young & Franklin, Inc.
|
3.159
|
|
Certificate of Formation, filed May 30, 2013, of Beta Transformer Technology LLC
|
4.9
|
|
Seventh Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.10
|
|
Eight Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.11
|
|
Ninth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.17
|
|
Fifth Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.18
|
|
Sixth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.19
|
|
Seventh Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
4.24
|
|
Fourth Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.25
|
|
Fifth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.26
|
|
Sixth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.31
|
|
Fourth Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.32
|
|
Fifth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.33
|
|
Sixth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.37
|
|
Third Supplemental Indenture, dated as of April 1, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.38
|
|
Fourth Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.39
|
|
Fifth Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.41
|
|
First Supplemental Indenture, dated as of July 8, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
4.42
|
|
Second Supplemental Indenture, dated as of October 28, 2016, among TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
21.1
|
|
Subsidiaries of TransDigm Group Incorporated
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
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 Consolidated Financial Statements formatted in XBRL.
|
1.
|
The corporation filed its original Certificate of Incorporation with the Secretary of State of Delaware on November 16, 1966 under the name “ILC Industries, Inc.” (as amended, the “Certificate of Incorporation”).
|
2.
|
Pursuant to Sections 242 and 245 of the DGCL, the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
|
1
.
|
The
name of the limited liability company (hereinafter called the
•'Limited
Liability Company'') is New ILC MergeCo, LLC.
|
SECOND
:
|
The name and address of the: registered office, and the name and address of the registered agent for service of process, are Corporation Service Company, 2711 Centerville Rood, Suite 400, Wilmington, Delaware 19808.
|
1.
|
The name of the corporation is: YOUNG & FRANKLIN INC. (the Corporation).
|
2.
|
The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of New York, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
|
3.
|
The office of the Corporation is to be located in the Village of Liverpool, County of Onondaga, State of New York.
|
4.
|
The aggregate number of shares which the Corporation shall have authority to issue is 1,000 common shares without par value.
|
5.
|
The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The name and address of the registered agent of the Corporation to which the Secretary of State shall mail a copy of any process against the Corporation served upon him or her is: CT Corporation System, 111 Eighth Avenue, New York, New York 10011.
|
6.
|
The Board of Directors is expressly authorized to adopt, amend or repeal the by-laws of the Corporation (the “by-laws”), provided that any by-law adopted or amended by the Board of Directors may be amended or repealed by the shareholders.
|
7.
|
Any action to be taken by the shareholders by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
|
8.
|
No director of the Corporation shall be personally liable to the Corporation or its shareholders for damages for any breach of duty in such capacity, except as otherwise provided by the Business Corporation Law of New York.
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
By:
|
McKechnie Aerospace DE, Inc., its sole member
|
By:
|
Aviation Technologies, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
McKechnie Aerospace Investments, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
President
|
Name:
|
Gregory Rufus
|
Title:
|
Vice President and Treasurer
|
Name:
|
Gregory Rufus
|
Title:
|
Chairman of the Board
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Vincent Buffa
|
Title:
|
Manager
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
By:
|
McKechnie Aerospace DE, Inc., its sole member
|
By:
|
Aviation Technologies, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
McKechnie Aerospace Investments, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
President
|
Name:
|
Gregory Rufus
|
Title:
|
Vice President and Treasurer
|
Name:
|
Gregory Rufus
|
Title:
|
Chairman of the Board
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Vincent Buffa
|
Title:
|
Manager
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
By:
|
McKechnie Aerospace DE, Inc., its sole member
|
By:
|
Aviation Technologies, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
McKechnie Aerospace Investments, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
President
|
Name:
|
Gregory Rufus
|
Title:
|
Vice President and Treasurer
|
Name:
|
Gregory Rufus
|
Title:
|
Chairman of the Board
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Vincent Buffa
|
Title:
|
Manager
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
By:
|
McKechnie Aerospace DE, Inc., its sole member
|
By:
|
Aviation Technologies, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
McKechnie Aerospace Investments, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
President
|
Name:
|
Gregory Rufus
|
Title:
|
Vice President and Treasurer
|
Name:
|
Gregory Rufus
|
Title:
|
Chairman of the Board
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Vincent Buffa
|
Title:
|
Manager
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
By:
|
McKechnie Aerospace DE, Inc., its sole member
|
By:
|
Aviation Technologies, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
McKechnie Aerospace Investments, Inc., its sole member
|
Name:
|
Gregory Rufus
|
Title:
|
President
|
Name:
|
Gregory Rufus
|
Title:
|
Vice President and Treasurer
|
Name:
|
Gregory Rufus
|
Title:
|
Chairman of the Board
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Vincent Buffa
|
Title:
|
Manager
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Vincent Buffa
|
Title:
|
Manager
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
1.
|
CAPITALIZED TERMS
. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
GUARANTEE, ETC
. Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
|
3.
|
RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE
. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
|
4.
|
EXECUTION AND DELIVERY
. Each of the Guaranteeing Subsidiaries agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
|
5.
|
NO RECOURSE AGAINST OTHERS
. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
|
6.
|
NEW YORK LAW TO GOVERN
. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
7.
|
COUNTERPART ORIGINALS
. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
|
8.
|
EFFECT OF HEADINGS
. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
|
9.
|
THE TRUSTEE
. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
By:
|
/s/ Terrance M. Paradie
|
Name:
|
Terrance M. Paradie
|
Title
|
Executive Vice President and Chief
Financial Officer |
Name:
|
Terrance M. Paradie
|
Title:
|
Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President and Chief Executive Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Name:
|
Terrance M. Paradie
|
Title:
|
President
|
Name:
|
Terrance M. Paradie
|
Title:
|
Vice President and Treasurer
|
Name:
|
Sean P. Maroney
|
Title:
|
Treasurer
|
Name:
|
Halle F. Terrion
|
Title:
|
Secretary
|
Name:
|
Lawrence M. Kusch
|
Title:
|
Vice President
|
Name of Subsidiary
|
|
State of Jurisdiction of
Incorporation or Organization
|
Abbott Electronics Ltd.
|
|
England
|
Acme Aerospace, Inc.
|
|
Delaware
|
Adams Rite Aerospace, Inc.
|
|
California
|
Adams Rite Aerospace GmbH
|
|
Germany
|
Advanced Inflatable Products Limited
|
|
England
|
AeroControlex Group, Inc.
|
|
Delaware
|
Aerosonic LLC
|
|
Delaware
|
Air-Sea Survival Equipment Trustee Limited
|
|
England
|
Airborne Acquisition, Inc.
|
|
Delaware
|
Airborne Global, Inc.
|
|
Delaware
|
Airborne Holdings, Inc.
|
|
Delaware
|
Airborne Systems Canada Ltd.
|
|
Ontario, Canada
|
Airborne Systems France
|
|
France
|
Airborne Systems Group Limited
|
|
England
|
Airborne Systems Holdings Limited
|
|
England
|
Airborne Systems Limited
|
|
England
|
Airborne Systems NA, Inc.
|
|
Delaware
|
Airborne Systems North America Inc.
|
|
Delaware
|
Airborne Systems North America of CA Inc.
|
|
Delaware
|
Airborne Systems North America of NJ Inc.
|
|
New Jersey
|
Airborne Systems Pension Trust Limited
|
|
England
|
Airborne UK Acquisition Limited
|
|
England
|
Airborne UK Parent Limited
|
|
England
|
Aircraft Materials Limited
|
|
England
|
AmSafe, Inc.
|
|
Delaware
|
AmSafe Aviation (Chongqing), Ltd.
|
|
China
|
AmSafe Bridport Ltd.
|
|
England
|
AmSafe Bridport (Kunshan) Co., Ltd.
|
|
China
|
AmSafe Bridport (Private) Ltd.
|
|
Sri Lanka
|
AmSafe Global Holdings, Inc.
|
|
Delaware
|
AmSafe Global Services (Private) Limited
|
|
Sri Lanka
|
ARA Deutschland GmbH
|
|
Germany
|
ARA Holding GmbH
|
|
Germany
|
Arkwin Industries, Inc.
|
|
New York
|
Aviation Technologies, Inc.
|
|
Delaware
|
Avionic Instruments LLC
|
|
Delaware
|
Avionics Specialties, Inc.
|
|
Virginia
|
Name of Subsidiary
|
|
State of Jurisdiction of
Incorporation or Organization
|
AvtechTyee, Inc.
|
|
Washington
|
Beta Transformer Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Beta Transformer Technology Corporation
|
|
New York
|
Beta Transformer Technology LLC
|
|
Delaware
|
Breeze-Eastern LLC
|
|
Delaware
|
Bridport—Air Carrier, Inc.
|
|
Washington
|
Bridport Erie Aviation, Inc.
|
|
Delaware
|
Bridport Holdings, Inc.
|
|
Delaware
|
Bridport Ltd.
|
|
England
|
Bruce Aerospace, Inc.
|
|
Delaware
|
CDA InterCorp LLC
|
|
Florida
|
CEF Industries, LLC
|
|
Delaware
|
Champion Aerospace LLC
|
|
Delaware
|
Data Device Corporation
|
|
Delaware
|
DDC Electronics K.K.
|
|
Japan
|
DDC Electronics Ltd.
|
|
England
|
DDC Elektronik, GmbH
|
|
Germany
|
DDC Electronique, S.A.R.L.
|
|
France
|
DDC Holdings (UK) Limited
|
|
England
|
DDC (United Kingdom) Ltd.
|
|
England
|
DDL195 Limited
|
|
England
|
Dukes Aerospace, Inc.
|
|
Delaware
|
Edlaw Limited
|
|
England
|
Electromech Technologies LLC
|
|
Delaware
|
Elektro-Metall Export GmbH
|
|
Germany
|
Elektro-Metall Paks KFT
|
|
Hungary
|
GC Parachutes Limited
|
|
England
|
HARCO LLC
|
|
Connecticut
|
Hartwell Corporation
|
|
California
|
ILC Holdings, Inc.
|
|
Delaware
|
ILC Industries, LLC
|
|
Delaware
|
Irvin Aerospace Limited
|
|
England
|
Irvin-GQ Limited
|
|
England
|
Johnson Liverpool LLC
|
|
Delaware
|
Kunshan Shield Restraint Systems, Ltd.
|
|
China
|
MarathonNorco Aerospace, Inc.
|
|
Delaware
|
McKechnie Aerospace DE, Inc.
|
|
Delaware
|
McKechnie Aerospace (Europe) Ltd.
|
|
England
|
McKechnie Aerospace Holdings, Inc.
|
|
Delaware
|
McKechnie Aerospace Investments, Inc.
|
|
Delaware
|
McKechnie Aerospace US LLC
|
|
Delaware
|
Mecanismos de Matamoros S.A. de C.V.
|
|
Mexico
|
Militair Aviation, Ltd.
|
|
England
|
Name of Subsidiary
|
|
State of Jurisdiction of
Incorporation or Organization
|
Nordisk Asia Pacific Limited
|
|
Hong Kong
|
Nordisk Asia Pacific Pte Ltd
|
|
Singapore
|
Nordisk Aviation Products AS
|
|
Norway
|
Nordisk Aviation Products (Kunshan) Ltd.
|
|
China
|
Pascall Electronics (Holdings) Ltd.
|
|
England
|
Pascall Electronics Limited
|
|
England
|
Pexco Aerospace, Inc.
|
|
Delaware
|
PneuDraulics, Inc.
|
|
California
|
Rancho TransTechnology Corporation
|
|
California
|
Retainers, Inc.
|
|
New Jersey
|
Schneller Asia Pte. Ltd.
|
|
Singapore
|
Schneller LLC
|
|
Delaware
|
Schneller S.A.R.L.
|
|
France
|
Semco Instruments, Inc.
|
|
Delaware
|
Shield Restraint Systems, Inc.
|
|
Delaware
|
Shield Restraint Systems Ltd.
|
|
England
|
Skurka Aerospace, Inc.
|
|
Delaware
|
SSP Industries
|
|
California
|
Tactair Fluid Controls, Inc.
|
|
New York
|
TDG Cayman Limited
|
|
Cayman Islands
|
TDG Germany GmbH
|
|
Germany
|
TDG Netherlands BV
|
|
Netherlands
|
Technical Airborne Components Limited
|
|
England
|
Technical Airborne Components Industries SPRL
|
|
Belgium
|
Telair US LLC
|
|
Delaware
|
Telair International AB
|
|
Sweden
|
Telair International GmbH
|
|
Germany
|
Telair International LLC
|
|
Delaware
|
Telair International Services PTE Ltd (JV 70.5%)
|
|
Singapore
|
Texas Rotronics, Inc.
|
|
Texas
|
TransDigm Holdings UK Limited
|
|
UK
|
TransDigm Ireland Ltd.
|
|
Ireland
|
TransDigm Receivables LLC
|
|
Delaware
|
Transicoil (Malaysia) Sendirian Berhad
|
|
Malaysia
|
Transicoil LLC
|
|
Delaware
|
TransTechnology Germany GmbH
|
|
Germany
|
TransTechnology International Corporation
|
|
Delaware
|
TT Connecticut Corporation
|
|
Connecticut
|
TTERUSA, Inc.
|
|
New Jersey
|
Whippany Actuation Systems, LLC
|
|
Delaware
|
XCEL Power Systems Ltd.
|
|
England
|
Young & Franklin Inc.
|
|
New York
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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)
|