10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2018.

¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to            

Commission File Number 001-32833

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

41-2101738

(I.R.S. Employer Identification No.)

1301 East 9th Street, Suite 3000, Cleveland, Ohio	44114
(Address of principal executive offices)	(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ý    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ý    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

LARGE ACCELERATED FILER	ý	ACCELERATED FILER	¨
NON-ACCELERATED FILER	¨	SMALLER REPORTING COMPANY	¨
EMERGING GROWTH COMPANY	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  ý

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 52,430,416 as of April 30, 2018.

INDEX

			Page
Part I		FINANCIAL INFORMATION
	Item 1	Financial Statements
		Condensed Consolidated Balance Sheets – March 31, 2018 and September 30, 2017	1
		Condensed Consolidated Statements of Income – Thirteen and Twenty-Six Week Periods Ended March 31, 2018 and April 1, 2017	2
		Condensed Consolidated Statements of Comprehensive Income – Thirteen and Twenty-Six Week Periods Ended March 31, 2018 and April 1, 2017	3
		Condensed Consolidated Statement of Changes in Stockholders’ Deficit – Twenty-Six Week Period Ended March 31, 2018	4
		Condensed Consolidated Statements of Cash Flows – Twenty-Six Week Periods Ended March 31, 2018 and April 1, 2017	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3	Quantitative and Qualitative Disclosure About Market Risk	40
	Item 4	Controls and Procedures	40
Part II		OTHER INFORMATION	41
	Item 1	Legal Proceedings	41
	Item 1A	Risk Factors	41
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	41
	Item 6	Exhibits	42
SIGNATURES			43

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

(Unaudited)

	March 31, 2018			September 30, 2017
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,011,007		$	650,561
Trade accounts receivable - Net	644,985			636,127
Inventories - Net	767,232			730,681
Assets held-for-sale	—			77,500
Prepaid expenses and other	46,880			38,683
Total current assets	2,470,104			2,133,552
PROPERTY, PLANT AND EQUIPMENT - NET	352,456			324,924
GOODWILL	5,758,705			5,745,338
OTHER INTANGIBLE ASSETS - NET	1,700,409			1,717,862
OTHER	113,003			53,985
TOTAL ASSETS	$	10,394,677		$	9,975,661
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt	$	69,147		$	69,454
Short-term borrowings - trade receivable securitization facility	299,833			299,587
Accounts payable	151,709			148,761
Accrued liabilities	292,146			335,888
Liabilities held-for-sale	—			17,304
Total current liabilities	812,835			870,994
LONG-TERM DEBT	11,365,790			11,393,620
DEFERRED INCOME TAXES	359,342			500,949
OTHER NON-CURRENT LIABILITIES	166,047			161,302
Total liabilities	12,704,014			12,926,865
STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 56,513,989 and 56,093,659 at March 31, 2018 and September 30, 2017, respectively	565			561
Additional paid-in capital	1,143,715			1,095,319
Accumulated deficit	(2,684,832		)	(3,187,220		)
Accumulated other comprehensive income (loss)	6,519			(85,143		)
Treasury stock, at cost; 4,161,326 and 4,159,207 shares at March 31, 2018 and September 30, 2017, respectively	(775,304		)	(774,721		)
Total stockholders’ deficit	(2,309,337		)	(2,951,204		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10,394,677		$	9,975,661

See notes to condensed consolidated financial statements.

1

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED

MARCH 31, 2018 AND APRIL 1, 2017

(Amounts in thousands, except per share amounts)

(Unaudited)

	Thirteen Week Periods Ended						Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
NET SALES	$	933,070		$	868,728		$	1,781,030		$	1,682,746
COST OF SALES	398,996			379,291			770,306			749,054
GROSS PROFIT	534,074			489,437			1,010,724			933,692
SELLING AND ADMINISTRATIVE EXPENSES	107,526			100,857			214,054			202,572
AMORTIZATION OF INTANGIBLE ASSETS	17,457			22,032			34,569			47,563
INCOME FROM OPERATIONS	409,091			366,548			762,101			683,557
INTEREST EXPENSE - NET	161,266			147,842			322,199			293,846
REFINANCING COSTS	638			3,507			1,751			35,591
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	247,187			215,199			438,151			354,120
INCOME TAX PROVISION	45,347			59,508			(75,700		)	79,558
INCOME FROM CONTINUING OPERATIONS	201,840			155,691			513,851			274,562
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX	(5,562		)	(186		)	(2,798		)	(186		)
NET INCOME	$	196,278		$	155,505		$	511,053		$	274,376
NET INCOME APPLICABLE TO COMMON STOCK	$	196,278		$	155,505		$	454,905		$	178,405
Net earnings per share:
Net earnings per share from continuing operations--basic and diluted	$	3.63		$	2.78		$	8.23		$	3.17
Net loss per share from discontinued operations--basic and diluted	(0.10		)	—			(0.05		)	—
Net earnings per share	$	3.53		$	2.78		$	8.18		$	3.17
Cash dividends paid per common share	$	—		$	—		$	—		$	24.00
Weighted-average shares outstanding:
Basic and diluted	55,605			55,894			55,599			56,211

See notes to condensed consolidated financial statements.

2

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED

MARCH 31, 2018 AND APRIL 1, 2017

(Amounts in thousands)

(Unaudited)

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
Net income	$	196,278	$	155,505	$	511,053	$	274,376
Other comprehensive income, net of tax:
Foreign currency translation adjustments	23,036		8,050		28,188		(20,002		)
Interest rate swap and cap agreements	45,226		2,179		63,474		40,954
Other comprehensive income, net of tax	68,262		10,229		91,662		20,952
TOTAL COMPREHENSIVE INCOME	$	264,540	$	165,734	$	602,715	$	295,328

See notes to condensed consolidated financial statements.

3

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE TWENTY-SIX WEEK PERIOD ENDED MARCH 31, 2018

(Amounts in thousands, except share amounts)

(Unaudited)

	Common Stock			Additional Paid-In Capital					Accumulated Other Comprehensive (Loss) Income			Treasury Stock
	Number of Shares	Par Value				Accumulated Deficit						Number of Shares		Value			Total
BALANCE, OCTOBER 1, 2017	56,093,659	$	561	$	1,095,319	$	(3,187,220	)	$	(85,143	)	(4,159,207	)	$	(774,721	)	$	(2,951,204	)
Unvested dividend equivalents and other	—	—		—		(8,665		)	—			—		—			(8,665		)
Compensation expense recognized for employee stock options and restricted stock	—	—		21,942		—			—			—		—			21,942
Exercise of employee stock options, restricted stock activity and other, net	419,825	4		26,305		—			—			(2,119	)	(583		)	25,726
Common stock issued	505	—		149		—			—			—		—			149
Net income	—	—		—		511,053			—			—		—			511,053
Foreign currency translation adjustments	—	—		—		—			28,188			—		—			28,188
Interest rate swaps and caps, net of tax	—	—		—		—			63,474			—		—			63,474
BALANCE, MARCH 31, 2018	56,513,989	$	565	$	1,143,715	$	(2,684,832	)	$	6,519		(4,161,326	)	$	(775,304	)	$	(2,309,337	)

See notes to condensed consolidated financial statements.

4

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017
OPERATING ACTIVITIES:
Net income	$	511,053		$	274,376
Net loss from discontinued operations	2,798			186
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	26,727			24,733
Amortization of intangible assets and product certification costs	34,882			47,975
Amortization of debt issuance costs, original issue discount and premium	10,594			10,170
Refinancing costs	1,751			35,591
Non-cash equity compensation	22,703			21,126
Deferred income taxes	(166,592		)	346
Changes in assets/liabilities, net of effects from acquisitions of businesses:
Trade accounts receivable	5,864			3,108
Inventories	(16,337		)	6,896
Income taxes receivable/payable	26,648			23,706
Other assets	(8,803		)	(4,151		)
Accounts payable	(624		)	(17,545		)
Accrued interest	883			(822		)
Accrued and other liabilities	2,137			(35,195		)
Net cash provided by operating activities	453,684			390,500
INVESTING ACTIVITIES:
Capital expenditures	(30,884		)	(38,436		)
Payments made in connection with acquisitions	(50,320		)	(30,002		)
Proceeds (payments made) in connection with the sale (purchase) of discontinued operations	57,686			(78,879		)
Net cash used in investing activities	(23,518		)	(147,317		)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options	26,305			12,345
Special dividend and dividend equivalent payments	(56,148		)	(1,375,998		)
Treasury stock purchased	—			(339,833		)
Proceeds from term loans, net	793,042			1,132,774
Repayment on term loans	(833,052		)	(32,302		)
Cash tender and redemption of senior subordinated notes due 2021, including premium	—			(528,847		)
Proceeds from additional senior subordinated notes due 2025, net	—			301,006
Other	(2,155		)	(10,745		)
Net cash used in financing activities	(72,008		)	(841,600		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	2,288			(3,188		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	360,446			(601,605		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	650,561			1,586,994
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,011,007		$	985,389
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	310,949		$	289,311
Cash paid during the period for income taxes	$	56,606		$	55,544

See notes to condensed consolidated financial statements.

5

TRANSDIGM GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TWENTY-SIX WEEK PERIODS ENDED MARCH 31, 2018 AND APRIL 1, 2017

(UNAUDITED)

1.    DESCRIPTION OF THE BUSINESS

Description of the Business – TransDigm Group Incorporated (“TD Group”), through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly every commercial and military aircraft in service today. TransDigm Inc., along with TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the “Company” or “TransDigm”), offers a broad range of proprietary aerospace components. TD Group has no significant assets or operations other than its 100% ownership of TransDigm Inc. TD Group’s common stock is listed on the New York Stock Exchange, or the NYSE, under the trading symbol “TDG.”

Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.

2.    UNAUDITED INTERIM FINANCIAL INFORMATION

The financial information included herein is unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations and cash flows for the interim periods presented. These financial statements and notes should be read in conjunction with the financial statements and related notes for the year ended September 30, 2017 included in TD Group’s Form 10-K filed on November 13, 2017. As disclosed therein, the Company’s annual consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). The September 30, 2017 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the twenty-six week period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year.

Certain reclassifications have been made to the prior year financial statements to conform to current year presentation related to the designation of Schroth as discontinued operations beginning in the fourth quarter of fiscal 2017 (refer to Note 14, "Discontinued Operations," for further information) and an organizational realignment effective October 1, 2017 of certain businesses comprising the Power & Control and the Non-Aviation segments.

3.    ACQUISITIONS AND DIVESTITURES

During the twenty-six week period ended March 31, 2018, the Company completed the acquisition of the Kirkhill elastomers business ("Kirkhill") from Esterline Technologies. During the fiscal year ended September 30, 2017, the Company completed the acquisitions of three separate aerospace product lines (collectively, the "Third Quarter 2017 Acquisitions"). The Company accounted for the acquisitions using the acquisition method and included the results of operations of the acquisitions in its condensed consolidated financial statements from the effective date of each acquisition. As of March 31, 2018, the one-year measurement period is open for Kirkhill and the Third Quarter 2017 Acquisitions; therefore, the assets acquired and liabilities assumed related to these acquisitions are subject to adjustment until the end of their respective one-year measurement periods. Pro forma net sales and results of operations for the acquisitions had they occurred at the beginning of the applicable twenty-six week period ended March 31, 2018 or April 1, 2017 are not material and, accordingly, are not provided.

The acquisitions strengthen and expand the Company’s position to design, produce and supply highly engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategies (obtaining profitable new business, improving our cost structure, and providing highly engineered value-added products to customers). The purchase price paid for each acquisition reflects the current earnings before interest, taxes, depreciation and amortization (EBITDA) and cash flows, as well as the future EBITDA and cash flows expected to be generated by the business, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 25 to 30 years.

6

Kirkhill – On March 15, 2018, the Company acquired the assets and certain liabilities of the Kirkhill elastomers business from Esterline Technologies for a total purchase price of approximately $50 million in cash subject to purchase price adjustments. Kirkhill's products are primarily proprietary, sole source with significant aftermarket content and used in a broad variety of most major commercial transport and military platforms. Kirkhill is also well represented on newer commercial platforms such as Boeing’s 787, 777X and 737MAX; Airbus’s A320NEO and A350; as well as the military JSF. Kirkhill is included in TransDigm's Airframe segment. The Company expects that no goodwill recognized for the acquisition will be deductible for tax purposes.

Third Quarter 2017 Acquisitions – The Third Quarter 2017 Acquisitions were acquired for an aggregate purchase price of approximately $106.7 million in cash, which includes working capital settlements totaling $1.0 million paid in the third and fourth quarters of 2017 and an earn-out of $0.4 million paid in the second quarter of 2018. All three product lines consist primarily of proprietary, sole source products with significant aftermarket content. The products include highly engineered aerospace controls, quick disconnect couplings, and communication electronics. Each product line acquired was consolidated into an existing TransDigm reporting unit within TransDigm's Power & Control segment. The Company expects that approximately $66 million of goodwill recognized for the acquisitions will be deductible for tax purposes over 15 years and approximately $9 million of goodwill recognized for the acquisitions will not be deductible for tax purposes.

Schroth – On February 22, 2017, the Company acquired all of the outstanding stock of Schroth Safety Products GmbH and certain aviation and defense assets and liabilities from subsidiaries of Takata Corporation (collectively, "Schroth"), for a total purchase price of approximately $89.7 million, which consisted primarily of $79.7 million paid in cash during fiscal 2017 and an approximately $9.0 million indemnity holdback, of which $8.5 million was paid in April 2018.

In connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition, during the fourth quarter of 2017, the Company committed to dispose of the Schroth business. Therefore, Schroth was classified as held-for-sale beginning in the fourth quarter of 2017. The results of operations of Schroth are reflected as discontinued operations in the accompanying condensed consolidated financial statements.

On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. Further disclosure related to Schroth’s discontinued operations is included in Note 14.

4.    RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which created a new topic in the Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers.” In addition to superseding and replacing nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance, ASC 606 establishes a new control-based revenue recognition model. The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018, which is the Company’s planned date of adoption. The Company expects to use the modified retrospective method. The Company is continuing to evaluate the impact of the standard. For each reporting unit, we have evaluated a representative sample of contracts and other agreements with our customers and evaluated the provisions contained within these contracts and agreements in consideration of the five step model specified within ASC 606. We are in the process of documenting the impact of the standard on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We continue to make progress on our assessment of ASC 606 and are also in the process of evaluating the impact, if any, on changes to our business processes, systems, and controls to support recognition and disclosure requirements under ASC 606.

In February 2016, the FASB issued ASU 2016-02, “Leases (ASC 842),” which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability.  The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2019, with early adoption permitted.  The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)," which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

7

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments," which clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The Company elected to early adopt this standard in the fourth quarter of fiscal 2017. The adoption of this standard did not have a material impact on its consolidated statement of cash flows.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” to eliminate Step 2 from the goodwill impairment test in order to simplify the subsequent measurement of goodwill. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on its consolidated financial statements and disclosures.

In March 2017, the FASB issued ASU 2017-07, "Compensation—Retirement Benefits (ASC 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," that will change how employers that sponsor defined benefit and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement.The standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, "Compensation—Stock Compensation (ASC 718): Scope of Modification Accounting," which provides clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in ASC 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (ASC 815): Targeted Improvements to Accounting for Hedging Activities,” which amends the FASB’s hedge accounting model to enable entities to better portray their risk management activities in financial statements. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. ASU 2017-12 is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018, with early adoption permitted. As early adoption is permissible, the Company adopted the pronouncement beginning October 1, 2017. Changes were applied prospectively in accordance with the standard and prior periods were not adjusted. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which gives entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (the "Act") into retained earnings. The guidance allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded tax effects resulting from the Act's new federal corporate income tax rate. The guidance also allows entities to elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes, changing from a worldwide tax system to a territorial system). Tax effects that are stranded in accumulated other comprehensive income for other reasons (e.g., prior changes in tax law, a change in valuation allowance) may not be reclassified. The standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. Entities have the option to apply the guidance retrospectively or in the period of adoption. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The ASU adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’

8

ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. We have accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our condensed consolidated financial statements. Refer to Note 9, "Income Taxes," for further information.

5.    EARNINGS PER SHARE (TWO-CLASS METHOD)

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Thirteen Week Periods Ended						Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
Numerator for earnings per share:
Net income from continuing operations	$	201,840		$	155,691		$	513,851		$	274,562
Less dividends paid on participating securities	—			—			(56,148		)	(95,971		)
	$	201,840		$	155,691		$	457,703		$	178,591
Net loss from discontinued operations	(5,562		)	(186		)	(2,798		)	(186		)
Net income applicable to common stock - basic and diluted	$	196,278		$	155,505		$	454,905		$	178,405
Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding	52,229			52,849			52,127			53,108
Vested options deemed participating securities	3,376			3,045			3,472			3,103
Total shares for basic and diluted earnings per share	55,605			55,894			55,599			56,211
Net earnings per share from continuing operations - basic and diluted	$	3.63		$	2.78		$	8.23		$	3.17
Net loss per share from discontinued operations - basic and diluted	$	(0.10	)	$	—		(0.05		)	—
Net earnings per share	$	3.53		$	2.78		$	8.18		$	3.17

6.    INVENTORIES

Inventories are stated at the lower of cost or market. Cost of inventories is generally determined by the average cost and the first-in, first-out (FIFO) methods and includes material, labor and overhead related to the manufacturing process.

Inventories consist of the following (in thousands):

	March 31, 2018			September 30, 2017
Raw materials and purchased component parts	$	517,910		$	496,899
Work-in-progress	204,940			187,009
Finished goods	134,762			131,548
Total	857,612			815,456
Reserves for excess and obsolete inventory	(90,380		)	(84,775		)
Inventories - Net	$	767,232		$	730,681

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7.    INTANGIBLE ASSETS

Other intangible assets - net in the condensed consolidated balance sheets consist of the following (in thousands):

	March 31, 2018						September 30, 2017
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Trademarks and trade names	$	742,028	$	—	$	742,028	$	729,931	$	—	$	729,931
Technology	1,292,753		383,509		909,244		1,292,719		351,638		941,081
Order backlog	8,700		2,252		6,448		29,000		26,668		2,332
Other	63,382		20,693		42,689		63,599		19,081		44,518
Total	$	2,106,863	$	406,454	$	1,700,409	$	2,115,249	$	397,387	$	1,717,862

Intangible assets acquired during the twenty-six week period ended March 31, 2018 were as follows (in thousands):

	Gross Amount		Amortization Period
Intangible assets not subject to amortization:
Goodwill	$	2,218
Trademarks and trade names	10,000
	12,218
Intangible assets subject to amortization:
Technology	2,000		20 years
Order backlog	6,000		1 year
	8,000		5.8 years
Total	$	20,218

The aggregate amortization expense on identifiable intangible assets for the twenty-six week periods ended March 31, 2018 and April 1, 2017 was approximately $34.6 million and $47.6 million, respectively. The estimated amortization expense is $71.9 million for fiscal year 2018, $70.2 million for fiscal year 2019, and $67.2 million for each of the four succeeding fiscal years 2020 through 2023.

The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2017 through March 31, 2018 (in thousands):

	Power & Control			Airframe		Non- aviation		Total
Balance - September 30, 2017	$	3,269,981		$	2,382,082	$	93,275	$	5,745,338
Goodwill acquired during the year	—			2,218		—		2,218
Purchase price allocation adjustments	4,508			—		—		4,508
Currency translation adjustment	—			6,645		—		6,645
Other	(191		)	187		—		(4		)
Balance - March 31, 2018	$	3,274,298		$	2,391,132	$	93,275	$	5,758,705

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8.    DEBT

The Company’s debt consists of the following (in thousands):

	March 31, 2018
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(167	)	$	—		$	299,833
Term loans	$	6,938,145	$	(60,435	)	$	(18,221	)	$	6,859,489
5 1/2% senior subordinated notes due 2020 (2020 Notes)	550,000		(2,715		)	—			547,285
6% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(6,221		)	—			1,143,779
6 1/2% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(7,454		)	—			1,192,546
6 1/2% senior subordinated notes due 2025 (2025 Notes)	750,000		(3,769		)	3,909			750,140
6 3/8% senior subordinated notes due 2026 (2026 Notes)	950,000		(8,302		)	—			941,698
	11,538,145		(88,896		)	(14,312		)	11,434,937
Less current portion	69,685		(538		)	—			69,147
Long-term debt	$	11,468,460	$	(88,358	)	$	(14,312	)	$	11,365,790

	September 30, 2017
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(413	)	$	—		$	299,587
Term loans	$	6,973,009	$	(64,104	)	$	(18,948	)	$	6,889,957
2020 Notes	550,000		(3,243		)	—			546,757
2022 Notes	1,150,000		(6,941		)	—			1,143,059
2024 Notes	1,200,000		(8,042		)	—			1,191,958
2025 Notes	750,000		(4,033		)	4,182			750,149
2026 Notes	950,000		(8,806		)	—			941,194
	11,573,009		(95,169		)	(14,766		)	11,463,074
Less current portion	70,031		(577		)	—			69,454
Long-term debt	$	11,502,978	$	(94,592	)	$	(14,766	)	$	11,393,620

Accrued interest was $83.1 million and $82.2 million as of March 31, 2018 and September 30, 2017, respectively.

Amendment No.4 to the Second Amended and Restated Credit Agreement - On November 30, 2017, the Company entered into Amendment No. 4 to the Second Amended and Restated Credit Agreement. Pursuant to Amendment No. 4, TransDigm, among other things, converted approximately $798 million of existing tranche D term loans into additional tranche F term loans and decreased the margin applicable to the existing tranche E term loans and tranche F term loans to LIBO rate plus 2.75% per annum. The terms and conditions (other than maturity date) that apply to the tranche F term loans, including pricing, are substantially the same as the terms and conditions that apply to the tranche D term loans immediately prior to Amendment No. 4.

The Company capitalized $2.9 million and expensed $0.7 million of refinancing costs representing debt issuance costs associated with Amendment No. 4 during the twenty-six week period ended March 31, 2018. Additionally, the Company wrote off $0.5 million in unamortized debt issuance costs related to the tranche D term loans that were converted to tranche F term loans and wrote off $0.2 million in unamortized debt issuance costs related to the tranche F terms loans.

Refinancing Facility Agreement to the Second Amended and Restated Credit Agreement -On February 22, 2018, the Company entered into a refinancing facility agreement. TransDigm, among other things,incurred new tranche G term loans in an aggregate principal amount equal to $1,809 million and repaid in full all of the existing tranche G term loans outstanding under the Second and Amended Restated Credit Agreement immediately prior to the refinancing facility agreement. The refinancing facility agreement also decreased the margin applicable to the tranche G term loans to LIBO rate plus2.5%per annum. The terms and conditions that apply to the tranche G term loans, including pricing, are substantially the same as the terms and conditions that apply to the tranche G term loans immediately prior to the refinancing facility agreement.

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The Company capitalized $0.5 million and expensed $0.2 million of refinancing costs representing debt issuance costs associated with the refinancing facility agreement during the twenty-six week period ended March 31, 2018. Additionally, the Company wrote off $0.2 million in unamortized debt issuance costs related to the tranche G terms loans.

9.    INCOME TAXES

The Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. The rate change is administratively effective at the beginning of our fiscal year (October 1, 2017), using a blended rate for the annual period. As a result, the blended statutory tax rate for the year is 24.5%. At March 31, 2018, we had not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. We have recognized a provisional benefit amount of $170.2 million related to the remeasurement of our deferred tax balance for the twenty-six week period ended March 31, 2018. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. In addition, we have recognized a provisional expense amount of $23.1 million for our one-time transition tax liability for the twenty-six week period ended March 31, 2018. The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") that we previously deferred from U.S. income taxes and is based in part on the amount of those earnings held in cash and other specified assets. However, we continue to refine the calculation of the total post-1986 E&P for our foreign subsidiaries. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from US federal taxation and finalize the amounts held in cash or other specified assets. As a result of the Act, we recognized a net provisional benefit amount of $147.1 million as a discrete tax benefit, which is included as a component of income tax expense from continuing operations for the twenty-six week period ended March 31, 2018.

At the end of each reporting period, TD Group makes an estimate of its annual effective income tax rate. The estimate used in the year-to-date period may change in subsequent periods. During the thirteen week periods ended March 31, 2018 and April 1, 2017, the effective income tax rate was 18.3% and 27.7%, respectively. During the twenty-six week periods ended March 31, 2018 and April 1, 2017, the effective income tax rate was (17.3)% and 22.5%, respectively. The Company's lower effective tax rate for the thirteen week ended March 31, 2018 was primarily due to the reduction in the U.S. federal corporate statutory rate related to the enactment of the Act. The Company’s lower effective tax rate for the twenty-six week period ended March 31, 2018 was primarily due to the reduction in the U.S. federal corporate tax rate as well as discrete adjustments related to the enactment of the Act described above. The Company’s effective tax rate for the thirteen and twenty-six week periods ended March 31, 2018 was lower than the Federal statutory tax rate primarily due to enactment of the Act described above. The Company’s effective tax rate for the thirteen and twenty-six periods ended April 1, 2017 was lower than the Federal statutory tax rate primarily due to excess tax benefits from share based payments, the domestic manufacturing deduction and foreign earnings taxed at rates lower than the U.S. statutory rate.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions as well as foreign jurisdictions located in Belgium, Canada, China, France, Germany, Hong Kong, Hungary, Japan, Malaysia, Mexico, Norway, Singapore, Sri Lanka, Sweden and the United Kingdom. The Company is no longer subject to U.S. federal examinations for years before fiscal 2014. The Company is currently under U.S. federal examination for fiscal 2014. In addition, the Company is subject to state income tax examinations for fiscal years 2009 and later.

At March 31, 2018 and September 30, 2017, TD Group had $8.8 million and $8.7 million in unrecognized tax benefits, the recognition of which would have an effect of approximately $8.7 million on the effective tax rate at March 31, 2018 and September 30, 2017, respectively. The Company believes the tax positions that comprise the unrecognized tax benefits will be reduced by approximately $0.6 million over the next 12 months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

10.    FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

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The following summarizes the carrying amounts and fair values of financial instruments (in thousands):

		March 31, 2018				September 30, 2017
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	1,011,007	$	1,011,007	$	650,561	$	650,561
Interest rate cap agreements (1)	2	27,343		27,343		12,904		12,904
Interest rate swap agreements (2)	2	2,507		2,507		—		—
Interest rate swap agreements (1)	2	41,719		41,719		2,905		2,905
Liabilities:
Interest rate swap agreements (3)	2	1,533		1,533		20,740		20,740
Interest rate swap agreements (4)	2	54		54		9,731		9,731
Short-term borrowings - trade receivable securitization facility (5)	1	299,833		299,833		299,587		299,587
Long-term debt, including current portion:
Term loans (5)	2	6,859,489		6,935,358		6,889,957		6,965,628
2020 Notes (5)	1	547,285		552,750		546,757		558,250
2022 Notes (5)	1	1,143,779		1,173,000		1,143,059		1,178,750
2024 Notes (5)	1	1,192,546		1,230,000		1,191,958		1,236,000
2025 Notes (5)	1	750,140		765,218		750,149		776,807
2026 Notes (5)	1	941,698		954,750		941,194		971,375

⁽¹⁾  Included in other non-current assets on the condensed consolidated balance sheet.

⁽²⁾  Included in prepaid expenses and other on the condensed consolidated balance sheet.

⁽³⁾  Included in accrued liabilities on the condensed consolidated balance sheet.

⁽⁴⁾  Included in other non-current liabilities on the condensed consolidated balance sheet.

⁽⁵⁾  The carrying amount of the debt instrument is presented net of the debt issuance costs. Refer to Note 8, "Debt," for gross carrying amounts.

The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were recognized using unobservable inputs.

Interest rate swaps were measured at fair value using quoted market prices for the swap interest rate indexes over the term of the swap discounted to present value versus the fixed rate of the contract. The interest rate caps were measured at fair value using implied volatility rates of each individual caplet and the yield curve for the related periods. The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s senior secured credit facility. The estimated fair values of the Company’s notes were based upon quoted market prices. There has not been any impact to the fair value of derivative liabilities due to the Company's own credit risk. Similarly, there has not been any impact to the fair value of derivative assets based on the Company's evaluation of counterparties' credit risks.

The fair value of cash and cash equivalents, trade accounts receivable-net and accounts payable approximated book value due to the short-term nature of these instruments at March 31, 2018 and September 30, 2017.

11.    DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to, among other things, the impact of changes in interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks and does not enter into such transactions for trading purposes. The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. The Company has agreements with each of its

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swap and cap counterparties that contain a provision whereby if the Company defaults on the credit facility the Company could also be declared in default on its swaps and caps, resulting in an acceleration of payment under the swaps and caps.

Interest rate swap and cap agreements are used to manage interest rate risk associated with floating-rate borrowings under our credit facility. The interest rate swap and cap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate basis through the expiration date of the interest rate swap and cap agreements, thereby reducing the impact of interest rate changes on future interest expense. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the term of the agreements without an exchange of the underlying principal amount. These derivative instruments qualify as effective cash flow hedges under GAAP. For these cash flow hedges, the effective portion of the gain or loss from the financial instruments was initially reported as a component of accumulated other comprehensive loss in stockholders’ deficit and subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during which the hedged item affected earnings. As the interest rate swap and cap agreements are used to manage interest rate risk, any gains or losses from the derivative instruments that are reclassified into earnings are recognized in interest expense - net in the condensed consolidated statements of income.

The following table summarizes the Company's interest rate swap agreements:

Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Conversion of Related Variable Rate Debt to Fixed Rate of:
$1,000	9/30/2014	6/30/2019	Tranche G	4.90% (2.40% plus the 2.50% margin percentage)
$400	9/30/2017	9/30/2022	Tranche G	4.40% (1.90% plus the 2.50% margin percentage)
$750	6/30/2020	6/30/2022	Tranche F	5.25% (2.50% plus the 2.75% margin percentage)
$500	12/30/2016	12/31/2021	Tranche F	4.65% (1.90% plus the 2.75% margin percentage)
$1,000	6/28/2019	6/30/2021	Tranche F	4.55% (1.80% plus the 2.75% margin percentage)
$750	3/31/2016	6/30/2020	Tranche F	5.55% (2.80% plus the 2.75% margin percentage)

The following table summarizes the Company's interest rate cap agreements:

Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Offsets Variable Rate Debt Attributable to Fluctuations Above:
$750	6/30/2020	6/30/2022	Tranche F	Three month LIBO rate of 2.50%
$400	12/30/2016	12/31/2021	Tranche F	Three month LIBO rate of 2.50%
$400	6/30/2016	6/30/2021	Tranche F	Three month LIBO rate of 2.00%
$750	9/30/2015	6/30/2020	Tranche E	Three month LIBO rate of 2.50%

All interest rate swap and cap agreements are recognized in our condensed consolidated balance sheets at fair value. Certain derivative asset and liability balances are offset where master netting agreements provide for the legal right of setoff. For classification purposes, we record the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net long-term asset or liability. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the condensed consolidated balance sheet and the net amounts of assets and liabilities presented therein.

	March 31, 2018						September 30, 2017
	Asset			Liability			Asset			Liability
Interest rate cap agreements	$	27,343		$	—		$	12,904		$	—
Interest rate swap agreements	46,604			(3,965		)	9,235			(36,801		)
Total	73,947			(3,965		)	22,139			(36,801		)
Effect of counterparty netting	(2,378		)	2,378			(6,330		)	6,330
Net derivatives as classified in the balance sheet (1)	$	71,569		$	(1,587	)	$	15,809		$	(30,471	)

⁽¹⁾  Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements.

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Based on the fair value amounts of the interest rate swap and cap agreements determined as of March 31, 2018, the estimated net amount of existing gains and losses and caplet amortization expected to be reclassified into interest expense within the next twelve months is approximately $2.1 million.

Effective September 30, 2016, the Company redesignated the interest rate cap agreements related to the $400 million and the $750 million aggregate notional amount with cap rates of 2.0% and 2.5%, respectively, based on the expected probable cash flows associated with the 2016 term loans and 2015 term loans in consideration of the Company’s ability to select one-month, two-month, three-month, or six-month LIBO rate set forth in the Second Amended and Restated Credit Agreement.  Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into interest expense was $2.0 million and $1.9 million for the twenty-six week periods ended March 31, 2018 and April 1, 2017, respectively. The accumulated other comprehensive loss to be reclassified into interest expense over the remaining term of the cap agreements is $8.9 million with a related tax benefit of $2.4 million as of March 31, 2018.

Effective December 30, 2017, the Company redesignated the existing interest rate swap agreements related to the $750 million, $500 million, $1,000 million and $750 million aggregate notional amounts with swap rates of 5.25%, 4.65%, 4.55% and 5.55%, respectively, based on the expected probable cash flows associated with the tranche F term loans in consideration of the Company’s removal of the LIBO rate floor on the tranche F term loans as set forth in Amendment No. 4 to the Second Amended and Restated Credit Agreement.  Accordingly, the amount recorded as a component of accumulated other comprehensive loss in stockholders’ deficit related to these redesignated interest rate swap hedges will be amortized into earnings based on the original maturity date of the related interest rate swap agreements. Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into interest expense was $0.3 million for the twenty-six week period ended March 31, 2018. The accumulated other comprehensive gain to be reclassified into interest expense over the remaining term of the swap agreements is immaterial.

Effective March 31, 2018, the Company redesignated the existing interest rate swap agreements related to the $1,000 million and the $400 million aggregate notional amount with swap rates of 4.90% and 4.40%, respectively, based on the expected probable cash flows associated with the tranche G term loans in consideration of the Company’s removal of the LIBO rate floor on the tranche G term loans as set forth in the refinancing facility agreement dated February 22, 2018 related to the Second Amended and Restated Credit Agreement.  Accordingly, the amount recorded as a component of accumulated other comprehensive loss in stockholders’ deficit related to these redesignated interest rate swap hedges of approximately $12.8 million with a related tax expense of $3.1 million as of March 31, 2018, will be amortized into earnings based on the original maturity date of the related interest rate swap agreements.

12.    SEGMENTS

The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation.

The Power & Control segment includes operations that primarily develop, produce and market systems and components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. Major product offerings include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, databus and power controls, high performance hoists, winches and lifting devices and cargo loading and handling systems. Primary customers of this segment are engine and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Airframe segment includes operations that primarily develop, produce and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. Major product offerings include engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes and cargo delivery systems. Primary customers of this segment are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets. Major product offerings include seat belts and safety restraints for ground transportation applications, mechanical/electro-mechanical actuators and controls for space applications, refueling systems for heavy equipment used in mining, construction and other industries and turbine controls for the energy and oil and gas markets. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and electric utilities.

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The primary measurement used by management to review and assess the operating performance of each segment is EBITDA As Defined. The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including refinancing costs, acquisition-related costs, transaction-related costs and non-cash compensation charges incurred in connection with the Company’s stock option plans. Acquisition-related costs represent accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold; costs incurred to integrate acquired businesses and product lines into the Company’s operations, facility relocation costs and other acquisition-related costs; transaction related costs comprising deal fees; legal, financial and tax diligence expenses and valuation costs that are required to be expensed as incurred and other acquisition accounting adjustments.

EBITDA As Defined is not a measurement of financial performance under GAAP. Although the Company uses EBITDA As Defined to assess the performance of its business and for various other purposes, the use of this non-GAAP financial measure as an analytical tool has limitations, and it should not be considered in isolation or as a substitute for analysis of the Company’s results of operations as reported in accordance with GAAP.

The Company’s segments are reported on the same basis used internally for evaluating performance and for allocating resources. The accounting policies for each segment are the same as those described in the summary of significant accounting policies in the Company’s consolidated financial statements. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers that is eliminated in consolidation. Intersegment sales were insignificant for the periods presented below. Certain corporate-level expenses are allocated to the operating segments.

Effective October 1, 2017, the Company made an organizational realignment of certain businesses comprising the Power & Control, Airframe and the Non-Aviation segments. Operating results for the thirteen and twenty-six week periods ended April 1, 2017 and total assets as of September 30, 2017 were reclassified to conform to the presentation for the thirteen and twenty-six week periods ended March 31, 2018.

The following table presents net sales by reportable segment (in thousands):

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
Net sales to external customers
Power & Control	$	528,460	$	473,952	$	1,011,178	$	909,784
Airframe	369,783		360,509		703,175		709,173
Non-aviation	34,827		34,267		66,677		63,789
	$	933,070	$	868,728	$	1,781,030	$	1,682,746

The following table reconciles EBITDA As Defined by segment to consolidated income from continuing operations before income taxes (in thousands):

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
EBITDA As Defined
Power & Control	$	275,562	$	232,828	$	520,337	$	445,746
Airframe	186,006		182,980		344,425		351,509
Non-aviation	10,321		11,391		19,317		20,668
Total segment EBITDA As Defined	471,889		427,199		884,079		817,923
Unallocated corporate expenses	8,766		5,523		19,423		15,053
Total Company EBITDA As Defined	463,123		421,676		864,656		802,870
Depreciation and amortization expense	30,970		34,661		61,609		72,708
Interest expense - net	161,266		147,842		322,199		293,846
Acquisition-related costs	4,485		7,752		6,559		26,320
Stock compensation expense	11,590		11,105		22,703		21,126
Refinancing costs	638		3,507		1,751		35,591
Other, net	6,987		1,610		11,684		(841		)
Income from continuing operations before income taxes	$	247,187	$	215,199	$	438,151	$	354,120

16

The following table presents total assets by segment (in thousands):

	March 31, 2018		September 30, 2017
Total assets
Power & Control	$	5,177,803	$	5,135,459
Airframe	4,021,406		3,923,172
Non-aviation	226,005		224,936
Corporate	969,463		614,594
Assets of discontinued operations	—		77,500
	$	10,394,677	$	9,975,661

The Company’s sales principally originate from the United States, and the Company’s long-lived assets are principally located in the United States.

13.    ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table presents the components of accumulated other comprehensive (loss) income, net of taxes, for the twenty-six week period ended March 31, 2018 (in thousands):

	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1)			Defined benefit pension plan activity			Currency translation adjustment			Total
Balance at September 30, 2017	$	(26,669	)	$	(16,365	)	$	(42,109	)	$	(85,143	)
Current-period other comprehensive gain	61,827			—			28,188			90,015
Amounts reclassified from AOCI related to interest rate swap and cap agreements	1,647			—			—			1,647
Balance at March 31, 2018	$	36,805		$	(16,365	)	$	(13,921	)	$	6,519

⁽¹⁾  Unrealized gain represents interest rate swap and cap agreements, net of taxes of $(14,290) and $(1,310) for the thirteen week periods ended March 31, 2018 and April 1, 2017 and $(24,725) and $(24,427) for the twenty-six week periods ended March 31, 2018 and April 1, 2017, respectively.

A summary of reclassifications out of accumulated other comprehensive (loss) income for the twenty-six week periods ended March 31, 2018 and April 1, 2017 is provided below (in thousands):

	Amount reclassified
	Twenty-Six Week Periods Ended
Description of reclassifications out of accumulated other comprehensive (loss) income	March 31, 2018			April 1, 2017
Amortization from redesignated interest rate swap and cap agreements (1)	$	2,213		$	1,913
Deferred tax benefit from redesignated interest rate swap and cap agreements	(566		)	(715		)
Losses reclassified into earnings, net of tax	$	1,647		$	1,198

⁽¹⁾  This component of accumulated other comprehensive (loss) income is included in interest expense (see Note 11, “Derivatives and Hedging Activities,” for additional information).

14.    DISCONTINUED OPERATIONS

In connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition, during the fourth quarter of 2017, the Company committed to dispose of the Schroth business.  Therefore, Schroth was classified as held-for-sale in the fourth quarter of 2017. The results of operations of Schroth are reflected as discontinued operations in the accompanying consolidated financial statements for all periods presented. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. The Company previously acquired Schroth in February 2017 (refer to Note 3, “Acquisitions and Divestitures”).

17

The loss from discontinued operations was $5.6 million and $2.8 million in the condensed consolidated statements of income for the thirteen and twenty-six week periods ended March 31, 2018. The loss from discontinued operations was $0.2 million in the condensed consolidated statements of income for the thirteen and twenty-six week periods ended April 1, 2017. Previously, in the fourth quarter of 2017, we recorded a $32.0 million impairment charge to write down the Schroth assets to fair value. The impairment charge was based on an internal assessment of the recovery of Schroth’s assets. The following is the summarized operating results for Schroth for the thirteen and twenty-six week periods ended March 31, 2018 and April 1, 2017 (in thousands):

	Thirteen Week Period Ended						Twenty-six Week Period Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
Net sales	$	2,679		$	4,504		$	11,808		$	4,504
(Loss) income from discontinued operations before income taxes	(456		)	(186		)	354			(186		)
Income tax benefit	62			—			2,016			—
(Loss) income from discontinued operations, net of tax	(394		)	(186		)	2,370			(186		)
Net loss on sale of discontinued operations, net of tax	(5,168		)	—			(5,168		)	—
Loss from discontinued operations	$	(5,562	)	$	(186	)	$	(2,798	)	$	(186	)

15.    SUBSEQUENT EVENTS

On April 24, 2018, the Company completed the acquisition of Extant Components Group Holdings, Inc. (“Extant”), a portfolio company of Warburg Pincus LLC, for approximately $525 million, subject to adjustment. TransDigm financed the acquisition with cash on hand. Extant provides a broad range of proprietary aftermarket products and repair and overhaul services to the aerospace and defense end markets. Extant will be included in TransDigm's Power & Control segment.

Extant is owned by an equity fund sponsored by Warburg Pincus LLC. Michael Graff, a director of TransDigm, is a managing director of Warburg Pincus LLC and is chairman of the board of Extant.  Robert Henderson, Vice Chairman of TransDigm, is also on the board of Extant and owns less than 2% of Extant on a fully diluted basis. In addition, Mr. Graff, Mr. W. Nicholas Howley, TransDigm's Executive Chairman, and Messrs. Douglas Peacock and David Barr, directors of TransDigm, each have minority interests of less than 1% in the Warburg Pincus LLC fund that owns Extant.

On May 1, 2018, the Company launched a proposed offering of $500 million aggregate principal amount of senior subordinated notes due 2026 by TransDigm UK Holdings plc, its wholly-owned subsidiary, pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933. In the offering memorandum, the Company discloses that it expects to incur $700 million in additional tranche E term loans and reprice the existing tranche E term loans and tranche F term loans, in each case from existing and new lenders under the senior secured credit facilities.

16.    SUPPLEMENTAL GUARANTOR INFORMATION

TransDigm’s 2020 Notes, 2022 Notes, 2024 Notes, 2025 Notes and 2026 Notes are jointly and severally guaranteed, on a senior subordinated basis, by TD Group and TransDigm Inc.’s 100% Domestic Restricted Subsidiaries, as defined in the Indentures. The following supplemental condensed consolidating financial information presents, in separate columns, the balance sheets of the Company as of March 31, 2018 and September 30, 2017 and its statements of income and comprehensive income and cash flows for the twenty-six week periods ended March 31, 2018 and April 1, 2017 for (i) TransDigm Group on a parent only basis with its investment in subsidiaries recorded under the equity method, (ii) TransDigm Inc. including its directly owned operations and non-operating entities, (iii) the Subsidiary Guarantors on a combined basis, (iv) Non-Guarantor Subsidiaries and (v) the Company on a consolidated basis.

Separate financial statements of TransDigm Inc. are not presented because TransDigm Inc.’s 2020 Notes, 2022 Notes, 2024 Notes, 2025 Notes and 2026 Notes are fully and unconditionally guaranteed on a senior subordinated basis by TD Group and all existing 100% owned domestic subsidiaries of TransDigm Inc. and because TD Group has no significant operations or assets separate from its investment in TransDigm Inc.

18

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,621		$	817,685		$	3,284	$	175,417	$	—		$	1,011,007
Trade accounts receivable - Net	—			—			13,998		652,816		(21,829		)	644,985
Inventories - Net	—			46,100			603,775		120,414		(3,057		)	767,232
Prepaid expenses and other	—			7,477			23,855		15,548		—			46,880
Total current assets	14,621			871,262			644,912		964,195		(24,886		)	2,470,104
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,323,958		)	10,255,472			8,266,878		2,698,962		(18,897,354		)	—
PROPERTY, PLANT AND  EQUIPMENT - NET	—			15,611			286,939		49,906		—			352,456
GOODWILL	—			82,553			5,006,108		670,044		—			5,758,705
OTHER INTANGIBLE ASSETS - NET	—			26,907			1,422,511		250,991		—			1,700,409
OTHER	—			78,068			29,107		5,828		—			113,003
TOTAL ASSETS	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,147		$	—	$	—	$	—		$	69,147
Short-term borrowings - trade receivable securitization facility	—			—			—		299,833		—			299,833
Accounts payable	—			16,951			116,868		37,513		(19,623		)	151,709
Accrued liabilities	—			113,827			128,807		49,512		—			292,146
Total current liabilities	—			199,925			245,675		386,858		(19,623		)	812,835
LONG-TERM DEBT	—			11,365,790			—		—		—			11,365,790
DEFERRED INCOME TAXES	—			300,255			113		58,974		—			359,342
OTHER NON-CURRENT LIABILITIES	—			68,538			69,243		28,266		—			166,047
Total liabilities	—			11,934,508			315,031		474,098		(19,623		)	12,704,014
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337		)	(604,635		)	15,341,424		4,165,828		(18,902,617		)	(2,309,337		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677

19

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,416		$	439,473		$	(203	)	$	208,875	$	—		$	650,561
Trade accounts receivable - Net	—			—			25,069			652,807		(41,749		)	636,127
Inventories - Net	—			47,051			571,712			114,018		(2,100		)	730,681
Assets held-for-sale	—			—			6,428			71,072		—			77,500
Prepaid expenses and other	—			4,746			24,141			9,796		—			38,683
Total current assets	2,416			491,270			627,147			1,056,568		(43,849		)	2,133,552
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,953,620		)	10,263,999			7,599,210			966,675		(15,876,264		)	—
PROPERTY, PLANT AND EQUIPMENT - NET	—			16,032			261,434			47,458		—			324,924
GOODWILL	—			85,905			4,996,034			663,399		—			5,745,338
OTHER INTANGIBLE ASSETS - NET	—			27,620			1,438,006			252,236		—			1,717,862
OTHER	—			20,316			27,567			6,102		—			53,985
TOTAL ASSETS	$	(2,951,204	)	$	10,905,142		$	14,949,398		$	2,992,438	$	(15,920,113	)	$	9,975,661
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,454		$	—		$	—	$	—		$	69,454
Short-term borrowings - trade receivable securitization facility	—			—			—			299,587		—			299,587
Accounts payable	—			14,712			137,948			37,667		(41,566		)	148,761
Accrued liabilities	—			180,916			103,902			51,070		—			335,888
Liabilities held-for-sale	—			—			—			17,304		—			17,304
Total current liabilities	—			265,082			241,850			405,628		(41,566		)	870,994
LONG-TERM DEBT	—			11,393,620			—			—		—			11,393,620
DEFERRED INCOME TAXES	—			442,415			(99		)	58,633		—			500,949
OTHER NON-CURRENT LIABILITIES	—			61,347			73,245			26,710		—			161,302
Total liabilities	—			12,162,464			314,996			490,971		(41,566		)	12,926,865
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,951,204		)	(1,257,322		)	14,634,402			2,501,467		(15,878,547		)	(2,951,204		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,951,204	)	$	10,905,142		$	14,949,398		$	2,992,438	$	(15,920,113	)	$	9,975,661

20

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE TWENTY-SIX WEEK PERIOD ENDEDMARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
NET SALES	$	—		$	77,215		$	1,441,477		$	301,750	$	(39,412	)	$	1,781,030
COST OF SALES	—			43,858			577,494			188,366		(39,412		)	770,306
GROSS PROFIT	—			33,357			863,983			113,384		—			1,010,724
SELLING AND ADMINISTRATIVE EXPENSES	—			48,893			103,779			61,382		—			214,054
AMORTIZATION OF INTANGIBLE ASSETS	—			714			29,709			4,146		—			34,569
(LOSS) INCOME FROM OPERATIONS	—			(16,250		)	730,495			47,856		—			762,101
INTEREST EXPENSE (INCOME) - NET	—			318,138			(2		)	4,063		—			322,199
REFINANCING COSTS	—			1,751			—			—		—			1,751
EQUITY IN INCOME OF SUBSIDIARIES	(511,053		)	(562,544		)	—			—		1,073,597			—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	511,053			226,405			730,497			43,793		(1,073,597		)	438,151
INCOME TAX PROVISION	—			(284,648		)	202,265			6,683		—			(75,700		)
INCOME FROM CONTINUING OPERATIONS	511,053			511,053			528,232			37,110		(1,073,597		)	513,851
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			(17,869		)	15,071		—			(2,798		)
NET INCOME	$	511,053		$	511,053		$	510,363		$	52,181	$	(1,073,597	)	$	511,053
OTHER COMPREHENSIVE INCOME, NET OF TAX	91,662			64,166			9,719			55,674		(129,559		)	91,662
TOTAL COMPREHENSIVE INCOME	$	602,715		$	575,219		$	520,082		$	107,855	$	(1,203,156	)	$	602,715

21

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE TWENTY-SIX WEEK PERIOD ENDEDAPRIL 1, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	65,037		$	1,409,050		$	249,256		$	(40,597	)	$	1,682,746
COST OF SALES	—			36,230			605,288			148,133			(40,597		)	749,054
GROSS PROFIT	—			28,807			803,762			101,123			—			933,692
SELLING AND ADMINISTRATIVE EXPENSES	61			47,474			127,391			27,646			—			202,572
AMORTIZATION OF INTANGIBLE ASSETS	—			387			43,108			4,068			—			47,563
(LOSS) INCOME FROM OPERATIONS	(61		)	(19,054		)	633,263			69,409			—			683,557
INTEREST EXPENSE (INCOME) - NET	—			298,005			(31		)	(4,128		)	—			293,846
REFINANCING COSTS	—			35,591			—			—			—			35,591
EQUITY IN INCOME OF SUBSIDIARIES	(274,437		)	(629,721		)	—			—			904,158			—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	274,376			277,071			633,294			73,537			(904,158		)	354,120
INCOME TAX PROVISION	—			2,634			73,549			3,375			—			79,558
INCOME FROM CONTINUING OPERATIONS	274,376			274,437			559,745			70,162			(904,158		)	274,562
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			(423		)	237						(186		)
NET INCOME	$	274,376		$	274,437		$	559,322		$	70,399		$	(904,158	)	$	274,376
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	20,952			40,955			15,012			(59,324		)	3,357			20,952
TOTAL COMPREHENSIVE INCOME	$	295,328		$	315,392		$	574,334		$	11,075		$	(900,801	)	$	295,328

22

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWENTY-SIX WEEK PERIOD ENDEDMARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	—		$	(157,892	)	$	578,789		$	29,807		$	2,980		$	453,684
INVESTING ACTIVITIES:
Capital expenditures	—			(826		)	(27,370		)	(2,688		)	—			(30,884		)
Payments made in connection with acquisitions	—			(50,320		)	—			—			—			(50,320		)
Proceeds in connection with sale of discontinued operations	—			57,686			—			—			—			57,686
Net cash provided by (used in) investing activities	—			6,540			(27,370		)	(2,688		)	—			(23,518		)
FINANCING ACTIVITIES:
Intercompany activities	42,048			571,729			(547,932		)	(62,865		)	(2,980		)	—
Proceeds from exercise of stock options	26,305			—			—			—			—			26,305
Special dividend and dividend equivalent payments	(56,148		)	—			—			—			—			(56,148		)
Proceeds from term loans, net	—			793,042			—			—			—			793,042
Repayment on term loans	—			(833,052		)	—			—			—			(833,052		)
Other	—			(2,155		)	—			—			—			(2,155		)
Net cash provided by (used in) financing activities	12,205			529,564			(547,932		)	(62,865		)	(2,980		)	(72,008		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			2,288			—			2,288
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	12,205			378,212			3,487			(33,458		)	—			360,446
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,416			439,473			(203		)	208,875			—			650,561
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	14,621		$	817,685		$	3,284		$	175,417		$	—		$	1,011,007

23

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWENTY-SIX WEEK PERIOD ENDEDAPRIL 1, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(61	)	$	(332,771	)	$	720,181		$	2,035		$	1,116		$	390,500
INVESTING ACTIVITIES:
Capital expenditures				(829		)	(34,576		)	(3,031		)	—			(38,436		)
Payments made in connection with acquisitions				(30,002		)										(30,002		)
Payments made in connection with purchase of discontinued operations	—			(78,879		)	—			—			—			(78,879		)
Net cash used in investing activities	—			(109,710		)	(34,576		)	(3,031		)	—			(147,317		)
FINANCING ACTIVITIES:
Intercompany activities	1,691,169			(1,028,726		)	(693,345		)	32,018			(1,116		)	—
Proceeds from exercise of stock options	12,345			—			—			—			—			12,345
Special dividend and dividend equivalent payments	(1,375,998		)	—			—			—			—			(1,375,998		)
Treasury stock repurchased	(339,833		)	—			—			—			—			(339,833		)
Proceeds from term loans, net	—			1,132,774			—			—			—			1,132,774
Repayment on term loans	—			(32,302		)	—			—			—			(32,302		)
Proceeds from additional 2025 Notes offering, net	—			301,006			—			—			—			301,006
Cash tender and redemption of the 2021 Notes, including premium	—			(528,847		)	—			—			—			(528,847		)
Other	—			(10,745		)	—			—			—			(10,745		)
Net cash (used in) provided by financing activities	(12,317		)	(166,840		)	(693,345		)	32,018			(1,116		)	(841,600		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(3,188		)	—			(3,188		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(12,378		)	(609,321		)	(7,740		)	27,834			—			(601,605		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	13,560			1,421,251			8,808			143,375			—			1,586,994
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,182		$	811,930		$	1,068		$	171,209		$	—		$	985,389

24

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

The following discussion of the Company’s financial condition and results of operations should be read together with TD Group’s consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. References in this section to “TransDigm,” “the Company,” “we,” “us,” “our,” and similar references refer to TD Group, TransDigm Inc. and TransDigm Inc.’s subsidiaries, unless the context otherwise indicates.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, the statements about the Company’s plans, strategies and prospects under this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” When used in this Quarterly Report on Form 10-Q, the words “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made in this report. Many such factors are outside the control of the Company. Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. The Company does not undertake, and specifically declines, any obligation, to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q include but are not limited to: the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; future geopolitical or other worldwide events; cyber-security threats and natural disasters; our reliance on certain customers; the U.S. defense budget and risks associated with being a government supplier; failure to maintain government or industry approvals; failure to complete or successfully integrate acquisitions; our substantial indebtedness; potential environmental liabilities; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; risks and costs associated with our international sales and operations; and other factors. Please refer to the other information included in this Quarterly Report on Form 10-Q and to Item 1A of the Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.

Overview

We believe we are a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly every commercial and military aircraft in service today. Our business is well diversified due to the broad range of products we offer to our customers. Some of our more significant product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems. Each of these product offerings is composed of many individual products that are typically customized to meet the needs of a particular aircraft platform or customer.

For the second quarter of fiscal 2018, we generated net sales of $933.1 million and net income of $196.3 million. EBITDA As Defined was $463.1 million, or 49.6% of net sales. See the "Non-GAAP Financial Measures" section for certain information regarding EBITDA and EBITDA As Defined, including reconciliations of EBITDA and EBITDA As Defined to net income and net cash provided by operating activities.

Critical Accounting Policies and Estimates

The preparation and fair presentation of the consolidated unaudited interim financial statements and accompanying notes included in this report are the responsibility of management. The financial statements and footnotes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and contain certain amounts that were based upon management’s best estimates, judgments and assumptions that were believed to be reasonable under the circumstances. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare financial statements. Estimates are based on historical experience, judgments and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.

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A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2017. There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended September 30, 2017. Refer to Note 4, "Recent Accounting Pronouncements," for a discussion of accounting standards recently adopted or required to be adopted in future periods.

Acquisitions

Recent acquisitions are described in Note 3, “Acquisitions,” and Note 15, "Subsequent Events," to the condensed consolidated financial statements included herein.

Results of Operations

The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in thousands):

	Thirteen Week Periods Ended
	March 31, 2018			% of Sales		April 1, 2017			% of Sales
Net sales	$	933,070		100.0	%	$	868,728		100.0	%
Cost of sales	398,996			42.8	%	379,291			43.7	%
Selling and administrative expenses	107,526			11.5	%	100,857			11.6	%
Amortization of intangible assets	17,457			1.9	%	22,032			2.5	%
Income from operations	409,091			43.8	%	366,548			42.2	%
Interest expense, net	161,266			17.3	%	147,842			17.0	%
Refinancing costs	638			0.1	%	3,507			0.4	%
Income tax provision	45,347			4.9	%	59,508			6.9	%
Income from continuing operations	$	201,840		21.6	%	$	155,691		17.9	%
Loss from discontinued operations, net of tax	(5,562		)	(0.6	)%	(186		)	—	%
Net income	$	196,278		21.0	%	$	155,505		17.9	%

	Twenty-Six Week Periods Ended
	March 31, 2018			% of Sales		April 1, 2017			% of Sales
Net sales	$	1,781,030		100.0	%	$	1,682,746		100.0	%
Cost of sales	770,306			43.3	%	749,054			44.5	%
Selling and administrative expenses	214,054			12.0	%	202,572			12.0	%
Amortization of intangible assets	34,569			1.9	%	47,563			2.8	%
Income from operations	762,101			42.8	%	683,557			40.6	%
Interest expense, net	322,199			18.1	%	293,846			17.5	%
Refinancing costs	1,751			0.1	%	35,591			2.1	%
Income tax provision	(75,700		)	(4.3	)%	79,558			4.7	%
Income from continuing operations	$	513,851		28.9	%	$	274,562		16.3	%
Loss from discontinued operations, net of tax	(2,798		)	(0.2	)%	(186		)	—	%
Net income	$	511,053		28.7	%	$	274,376		16.3	%

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Changes in Results of Operations

Thirteen week period ended March 31, 2018 compared with the thirteen week period ended April 1, 2017

Total Company

• Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the thirteen week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Thirteen Week Periods Ended						% Change Total  Sales
	March 31, 2018		April 1, 2017		Change
Organic sales	$	925.6	$	868.7	$	56.9	6.6	%
Acquisition sales	7.5		—		7.5		0.8	%
	$	933.1	$	868.7	$	64.4	7.4	%

The increase in organic sales is primarily related to an increase in commercial aftermarket sales of $43.7 million, or 14.6%, and an increase in defense sales of $13.2 million, or 4.7%. This was partially offset by a decrease in organic commercial OEM sales of $5.2 million, or 2.1%.

Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition dates. The amount of acquisition sales shown in the table above for the thirteen week period ended March 31, 2018 was attributable to the Third Quarter 2017 Acquisitions described in Note 3, "Acquisitions and Divestitures."

• Cost of Sales and Gross Profit. Cost of sales increased by $19.7 million, or 5.2%, to $399.0 million for the thirteen week period ended March 31, 2018 compared to $379.3 million for the thirteen week period ended April 1, 2017. Cost of sales and the related percentage of total sales for the thirteen week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	March 31, 2018			April 1, 2017			Change			% Change
Cost of sales - excluding costs below	$	395.2		$	374.4		$	20.8		5.6	%
% of total sales	42.4		%	43.1		%
Inventory purchase accounting adjustments	—			2.8			(2.8		)	(100.0	)%
% of total sales	—		%	0.3		%
Acquisition integration costs	2.6			1.0			1.6			160.0	%
% of total sales	0.3		%	0.1		%
Stock compensation expense	1.2			1.1			0.1			9.1	%
% of total sales	0.1		%	0.1		%
Total cost of sales	$	399.0		$	379.3		$	19.7		5.2	%
% of total sales	42.8		%	43.7		%
Gross profit	$	534.1		$	489.4		$	44.7		9.1	%
Gross profit percentage	57.2		%	56.3		%	0.9

The net increase in the dollar amount of cost of sales during the thirteen week period ended March 31, 2018 was primarily due to increased volume associated with the sales from acquisitions and organic sales growth for both commercial aftermarket and defense markets. This increase due to volume was slightly offset by a reduction in inventory purchase accounting adjustments as shown in the table above.

Gross profit as a percentage of sales increased by 0.9 percentage points to 57.2% for the thirteen week period ended March 31, 2018 from 56.3% for the thirteen week period ended April 1, 2017. The dollar amount of gross profit increased by $44.7 million, or 9.1%, for the quarter ended March 31, 2018 compared to the comparable quarter in the prior year due to the following items:

• Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $4.1 million for the quarter ended March 31, 2018, which represented gross profit of approximately 55.1% of the acquisition sales.

• Organic sales growth as described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately $39.5 million for the quarter ended March 31, 2018.

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• Further increases in gross profit were due to lower inventory purchase accounting adjustments of $2.8 million partially offset by increases in acquisition integration costs of $1.6 million and stock compensation expense of $0.1 million for the quarter ended March 31, 2018.

• Selling and Administrative Expenses. Selling and administrative expenses increased by $6.6 million to $107.5 million, or 11.5% of sales, for the thirteen week period ended March 31, 2018 from $100.9 million, or 11.6% of sales, for the thirteen week period ended April 1, 2017. Selling and administrative expenses and the related percentage of total sales for the thirteen week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	March 31, 2018			April 1, 2017			Change			% Change
Selling and administrative expenses - excluding costs below	$	95.2		$	87.0		$	8.2		9.4	%
% of total sales	10.2		%	10.0		%
Stock compensation expense	10.4			10.0			0.4			4.0	%
% of total sales	1.1		%	1.2		%
Acquisition-related expenses	1.9			3.9			(2.0		)	(51.3	)%
% of total sales	0.2		%	0.4		%
Total selling and administrative expenses	$	107.5		$	100.9		$	6.6		6.5	%
% of total sales	11.5		%	11.6		%

The increase in the dollar amount of selling and administrative expenses during the quarter ended March 31, 2018 is primarily due to higher selling and administrative expenses relating to recent acquisitions.

• Amortization of Intangible Assets. Amortization of intangible assets was $17.5 million for the quarter ended March 31, 2018 compared to $22.0 million in the quarter ended April 1, 2017. The decrease in amortization expense of $4.5 million was due to the order backlog recorded in connection with the 2016 acquisitions becoming fully amortized in fiscal 2017. This was slightly offset by amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the Third Quarter 2017 acquisitions.

• Refinancing Costs. Refinancing costs of $0.6 million were recorded for the quarter ended March 31, 2018 which related to the debt refinancing activity described in Note 8, "Debt." Refinancing costs of $3.5 million were recorded for the quarter ended April 1, 2017 representing debt issuance costs expensed in connection with the debt financing activity during the first quarter of the previous year.

• Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount and premium and revolving credit facility fees slightly offset by interest income. Interest expense-net increased $13.5 million, or 9.1%, to $161.3 million for the quarter ended March 31, 2018 from $147.8 million for the comparable quarter last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $11,856 million for the quarter ended March 31, 2018 and approximately $11,206 million for the quarter ended April 1, 2017. The increase in weighted average level of borrowings was due to the additional 2025 Notes offering of $300 million in the second fiscal quarter of 2017, the additional $100 million drawn on the trade receivable securitization facility in the fourth quarter of fiscal 2017 and the additional net debt financing of $575 million in the fourth quarter of fiscal 2017. The weighted average interest rate for cash interest payments on total borrowings outstanding at March 31, 2018 was 5.2%.

• Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 18.3% for the quarter ended March 31, 2018 compared to 27.7% for the quarter ended April 1, 2017. The Company's lower effective tax rate for the thirteen week period ended March 31, 2018 was primarily due to reduction in U.S. federal corporate tax rate that was enacted in The Tax Cuts and Jobs Act which reduced the tax rate from 35% to 21%. As a result, the blended statutory tax rate for the year is 24.5%. Also contributing to the lower effective tax rate was the impact of excess tax benefits from share based payments

• Loss from Discontinued Operations. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. The loss from discontinued operations was $5.6 million for the quarter ended March 31, 2018. Refer to Note 14, “Discontinued Operations,” for further information. The loss from discontinued operations was $0.2 million for the quarter ended April 1, 2017.

• Net Income. Net income increased $40.8 million, or 26.2%, to $196.3 million for the quarter ended March 31, 2018 compared to net income of $155.5 million for the quarter ended April 1, 2017, primarily as a result of the factors referred to above.

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• Earnings per Share. Basic and diluted earnings per share was $3.53 for the quarter ended March 31, 2018 and $2.78 per share for the quarter ended April 1, 2017. For the quarter ended March 31, 2018, basic and diluted earnings per share from continuing operations and discontinued operations were $3.63 and $(0.10), respectively.

Business Segments

Effective October 1, 2017, the Company made an organizational realignment of certain businesses comprising the Power & Control, Airframe, and the Non-Aviation segments. Operating results for the thirteen week period ended April 1, 2017 were reclassified to conform to the presentation for the thirteen week period ended March 31, 2018.

• Segment Net Sales. Net sales by segment for the thirteen week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	March 31, 2018		% of Sales		April 1, 2017		% of Sales		Change		% Change
Power & Control	$	528.5	56.7	%	$	474.0	54.6	%	$	54.5	11.5	%
Airframe	369.8		39.6	%	360.5		41.5	%	9.3		2.6	%
Non-aviation	34.8		3.7	%	34.2		3.9	%	0.6		1.8	%
	$	933.1	100.0	%	$	868.7	100.0	%	$	64.4	7.4	%

Acquisition sales for the Power & Control segment totaled $7.5 million, or an increase of 1.6%, resulting from the Third Quarter 2017 Acquisitions in fiscal year 2017. Organic sales increased $47.0 million, or an increase of 9.9%, for the thirteen week period ended March 31, 2018 compared to the thirteen week period ended April 1, 2017. The organic sales increase resulted from increases in commercial aftermarket sales ($26.8 million, an increase of 18.8%), defense sales ($14.7 million, an increase of 7.0%), and commercial OEM sales ($3.7 million, an increase of 3.3%).

Organic sales for the Airframe segment increased $9.3 million, or 2.6%, for the thirteen week period ended March 31, 2018 compared to the thirteen week period ended April 1, 2017. The organic sales increase primarily resulted from an increase in commercial aftermarket sales ($17.0 million, an increase of 10.9%) offset by a decrease in commercial OEM sales ($6.7 million, a decrease of 5.2%) and defense sales ($1.4 million, a decrease of 2.0%).

• EBITDA As Defined. EBITDA As Defined by segment for the thirteen week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	March 31, 2018		% of  Segment Sales		April 1, 2017		% of  Segment Sales		Change			% Change
Power & Control	$	275.6	52.1	%	$	232.8	49.1	%	$	42.8		18.4	%
Airframe	186.0		50.3	%	183.0		50.8	%	3.0			1.6	%
Non-aviation	10.3		29.6	%	11.4		33.2	%	(1.1		)	(9.6	)%
	$	471.9	50.6	%	$	427.2	49.2	%	$	44.7		10.5	%

EBITDA As Defined for the Power & Control segment from the Third Quarter 2017 Acquisitions was approximately $3.2 million for the thirteen week period ended March 31, 2018. Organic EBITDA As Defined increased approximately $39.6 million, or an increase of 17.0%, resulting from organic sales growth, application of our three core value-driven operating strategies, and positive leverage on our fixed overhead costs spread over a higher production volume.

Organic EBITDA As Defined for the Airframe segment increased approximately $3.0 million, or an increase of 1.6%, resulting from organic sales growth and application of our three core value-driven operating strategies.

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Twenty-six week period endedMarch 31, 2018 compared with the twenty-six week period ended April 1, 2017

Total Company

• Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the twenty-six week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Twenty-Six Week Periods Ended						% Change Total  Sales
	March 31, 2018		April 1, 2017		Change
Organic sales	$	1,763.6	$	1,682.7	$	80.9	4.8	%
Acquisition sales	17.4		—		17.4		1.0	%
	$	1,781.0	$	1,682.7	$	98.3	5.8	%

Organic defense and commercial aftermarket sales increased for the twenty-six week period ended March 31, 2018 compared to the twenty-six week period ended April 1, 2017 by $9.0 million and $70.5 million, or 1.6% and 12.2%, respectively. These increases were slightly offset by a decrease in organic commercial OEM sales of $7.4 million, or 1.6%.

Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition dates. The amount of acquisition sales shown in the table above was attributable to the Third Quarter 2017 Acquisitions described in Note 3, "Acquisitions and Divestitures."

• Cost of Sales and Gross Profit. Cost of sales increased by $21.2 million, or 2.8%, to $770.3 million for the twenty-six week period ended March 31, 2018 compared to $749.1 million for the twenty-six week period ended April 1, 2017. Cost of sales and the related percentage of total sales for the twenty-six week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			Change			% Change
Cost of sales - excluding costs below	$	764.5		$	726.1		$	38.4		5.3	%
% of total sales	43.0		%	43.1		%
Inventory purchase accounting adjustments	—			19.4			(19.4		)	(100.0	)%
% of total sales	—		%	1.2		%
Acquisition integration costs	3.5			1.5			2.0			133.3	%
% of total sales	0.2		%	0.1		%
Stock compensation expense	2.3			2.1			0.2			9.5	%
% of total sales	0.1		%	0.1		%
Total cost of sales	$	770.3		$	749.1		$	21.2		2.8	%
% of total sales	43.3		%	44.5		%
Gross profit	$	1,010.7		$	933.7		$	77.0		8.2	%
Gross profit percentage	56.7		%	55.5		%	0.016

The net increase in the dollar amount of cost of sales during the twenty-six week period ended March 31, 2018 was primarily due to increased volume associated with the sales from acquisitions and organic commercial aftermarket sales growth. The increase due to volume was partially offset by lower inventory purchase accounting adjustments as shown in the table above.

Gross profit as a percentage of sales increased by 1.2 percentage points to 56.7% for the twenty-six week period ended March 31, 2018 from 55.5% for the twenty-six week period ended April 1, 2017. The dollar amount of gross profit increased by $77.0 million, or 8.2%, for the twenty-six week period ended March 31, 2018 compared to the comparable twenty-six week period in the prior year due to the following items:

• Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $10.3 million for the twenty-six week period ended March 31, 2018, which represented gross profit of approximately 59.0% of the acquisition sales.

• Organic sales growth described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately $49.5 million for the twenty-six week period ended March 31, 2018.

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• Also contributing to the increase in gross profit were lower inventory purchase accounting adjustments of $19.4 million slightly offset by increases in acquisition integration costs of $2.0 million and stock compensation expense of $0.2 million charged to cost of sales for the twenty-six week period ended March 31, 2018.

• Selling and Administrative Expenses. Selling and administrative expenses increased by $11.5 million to $214.1 million, or 12.0% of sales, for the twenty-six week period ended March 31, 2018 from $202.6 million, or 12.0% of sales, for the twenty-six week period ended April 1, 2017. Selling and administrative expenses and the related percentage of total sales for the twenty-six week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			Change			% Change
Selling and administrative expenses - excluding costs below	$	190.7		$	178.1		$	12.6		7.1	%
% of total sales	10.7		%	10.6		%
Stock compensation expense	20.4			19.0			1.4			7.4	%
% of total sales	1.1		%	1.1		%
Acquisition-related expenses	3.0			5.5			(2.5		)	(45.5	)%
% of total sales	0.2		%	0.3		%
Total selling and administrative expenses	$	214.1		$	202.6		$	11.5		5.7	%
% of total sales	12.0		%	12.0		%

The increase in the dollar amount of selling and administrative expenses during the twenty-six week period ended March 31, 2018 is primarily due to higher selling and administration expenses related to recent acquisitions.

• Amortization of Intangible Assets. Amortization of intangible assets was $34.6 million for the twenty-six week period ended March 31, 2018 compared to $47.6 million in the twenty-six week period ended April 1, 2017. The decrease in amortization expense of $13.0 million was primarily due to the order backlog recorded in connection with the 2016 acquisitions becoming fully amortized in fiscal 2017. This was slightly offset by amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the Third Quarter 2017 acquisitions.

• Refinancing Costs. Refinancing costs of $1.8 million were recorded for the twenty-six week period ended March 31, 2018, which related to the debt refinancing activity described in Note 8, "Debt." Refinancing costs of $35.6 million were recorded for the twenty-six week period ended April 1, 2017 representing debt issuance costs expensed in connection with the debt financing activity during the first and second quarter of the previous year, which primarily consisted of $28.8 million in premium paid on the redemption of the 2021 Notes and the write-off of $3.1 million in unamortized debt issuance costs, along with $3.3 million of debt issuance costs related to an additional issuance of our existing 2025 Notes.

• Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount and premium and revolving credit facility fees slightly offset by interest income. Interest expense-net increased $28.4 million, or 9.6%, to $322.2 million for the twenty-six week period ended March 31, 2018 from $293.8 million for the comparable twenty-six week period last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $11,864 million for the twenty-six week period ended March 31, 2018 and approximately $11,045 million for the twenty-six week period ended April 1, 2017. The increase in weighted average level of borrowings was primarily due to the additional 2025 Notes offering of $300 million in the end of the second fiscal quarter of 2017, the additional $100 million drawn on the trade receivable securitization facility in the fourth quarter of fiscal 2017, and the additional net debt financing of $575 million in the fourth quarter of fiscal 2017. The weighted average interest rate for cash interest payments on total borrowings outstanding at March 31, 2018 was 5.2%.

• Income Taxes. Income tax expense as a percentage of income before income taxes was approximately (17.3)% for the twenty-six week period ended March 31, 2018 compared to 22.5% for the twenty-six week period ended April 1, 2017. The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. The rate change is administratively effective at the beginning of our fiscal year, using a blended rate for the annual period. As a result, the blended statutory tax rate for the year is 24.5%. At March 31, 2018, we have not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. We have recognized a provisional benefit amount of $170.2 million related to the remeasurement of our deferred tax balance for the twenty-six week period ended March 31, 2018. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. In addition, we have recognized a provisional expense amount of $23.1 million for our one-time transition tax liability for the twenty-six week period ended March 31, 2018. The one-time transition tax is

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based on our total post-1986 E&P that we previously deferred from US income taxes and is based in part on the amount of those earnings held in cash and other specified assets. However, we continue to refine the calculation of the total post-1986 E&P for our foreign subsidiaries. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from US federal taxation and finalize the amounts held in cash or other specified assets. As a result of the Act, we recognized a provisional benefit amount of $147.1 million as a discrete tax benefit, which is included as a component of income tax expense from continuing operations. The Company's lower effective tax rate for the twenty-six week period ended March 31, 2018 was due to the reduction in the U.S. federal corporate tax rate as well as the discrete adjustment related to the enactment of the Act described above.

• Loss from Discontinued Operations. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. The loss from discontinued operations was $2.8 million for the twenty-six week period ended March 31, 2018. Refer to Note 14, “Discontinued Operations,” for further details. The loss from discontinued operations was $0.2 million for the twenty-six week period ended April 1, 2017.

• Net Income. Net income increased $236.7 million, or 86.3%, to $511.1 million for the twenty-six week period ended March 31, 2018 compared to net income of $274.4 million for the twenty-six week period ended April 1, 2017, primarily as a result of the factors referred to above.

• Earnings per Share. Basic and diluted earnings per share was $8.18 for the twenty-six week period ended March 31, 2018 and $3.17 per share for the twenty-six week period ended April 1, 2017. For the twenty-six week period ended March 31, 2018, basic and diluted earnings per share from continuing operations and discontinued operations were $8.23 and $(0.05), respectively. Net income for the twenty-six week period ended March 31, 2018 of $513.9 million was decreased by dividend equivalent payments of $56.1 million, resulting in net income available to common shareholders of $454.9 million. Net income for the twenty-six week period ended April 1, 2017 of $274.4 million was decreased by an allocation of dividends on participating securities of $96.0 million, or $1.71 per share, resulting in net income available to common shareholders of $178.4 million.

Business Segments

• Segment Net Sales. Net sales by segment for the twenty-six week period ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Twenty-Six Week Periods Ended
	March 31, 2018		% of Sales		April 1, 2017		% of Sales		Change			% Change
Power & Control	$	1,011.2	56.8	%	$	909.8	54.1	%	$	101.4		11.1	%
Airframe	703.2		39.5	%	709.2		42.1	%	(6.0		)	(0.8	)%
Non-aviation	66.6		3.7	%	63.7		3.8	%	2.9			4.6	%
	$	1,781.0	100.0	%	$	1,682.7	100.0	%	$	98.3		5.8	%

Acquisition sales for the Power & Control segment totaled $17.4 million, or an increase of 1.9%, resulting from the Third Quarter 2017 Acquisitions. Organic sales increased $84.0 million, or an increase of 9.2%, for the twenty-six week period ended March 31, 2018 compared to the twenty-six week period ended April 1, 2017. The organic sales increase resulted primarily from an increase in commercial aftermarket sales ($41.8 million, an increase of 15.2%), defense sales ($23.3 million, an increase of 5.7%) and an increase in commercial OEM sales ($14.5 million, an increase of 7.1%).

Organic sales for the Airframe business decreased $6.0 million, or 0.8%, for the twenty-six week period ended March 31, 2018 compared to the twenty-six week period ended April 1, 2017. The organic sales decrease primarily resulted from decreases in defense sales ($14.7 million, a decrease of 9.5%) and commercial OEM sales ($19.8 million, a decrease of 8.0%) partially offset by an increase in commercial aftermarket sales ($28.6 million, or 9.5%).

• EBITDA As Defined. EBITDA As Defined by segment for the twenty-six week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):

	Twenty-Six Week Periods Ended
	March 31, 2018		% of  Segment Sales		April 1, 2017		% of  Segment Sales		Change			% Change
Power & Control	$	520.3	51.5	%	$	445.7	49.0	%	$	74.6		16.7	%
Airframe	344.4		49.0	%	351.5		49.6	%	(7.1		)	(2.0	)%
Non-aviation	19.3		29.0	%	20.7		32.4	%	(1.4		)	(6.8	)%
	$	884.0	49.6	%	$	817.9	48.6	%	$	66.1		8.1	%

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EBITDA As Defined for the Power & Control segment from the Third Quarter 2017 Acquisitions was approximately $7.9 million for the twenty-six week period ended March 31, 2018. Organic EBITDA As Defined increased approximately $66.7 million, or an increase of 15.0%, resulting from organic sales growth in commercial aftermarket sales, commercial OEM sales and defense sales, as well as the application of our three core value-driven operating strategies, and positive leverage on our fixed overhead costs spread over a higher production volume.

Organic EBITDA as Defined for the Airframe segment decreased $7.1 million, a 2.0% decrease, for the twenty-six week period ended March 31, 2018. Organic EBITDA As Defined decreased as a result of a decrease in commercial OEM sales and defense sales offset by organic sales growth in commercial aftermarket sales and the application of our three core value-driven operating strategies, and positive leverage on our fixed overhead costs spread over a higher production volume.

Backlog

As of March 31, 2018, the Company estimated its sales order backlog at $1,869 million compared to an estimated sales order backlog of $1,648 million as of April 1, 2017. The increase in backlog is primarily due to acquisitions and organic growth in both the defense market and the commercial aftermarket. The majority of the purchase orders outstanding as of March 31, 2018 are scheduled for delivery within the next twelve months. Purchase orders may be subject to cancellation or deferral by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the timing of the Company’s receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Company’s backlog as of March 31, 2018 may not necessarily represent the actual amount of shipments or sales for any future period.

Foreign Operations

Although we manufacture a significant portion of our products in the United States, we manufacture some products in Belgium, China, Germany, Hungary, Japan, Malaysia, Mexico, Norway, Sri Lanka, Sweden, and the United Kingdom. We sell our products in the United States as well as in foreign countries. Although the majority of sales of our products are made to customers (including distributors) located in the United States, our products are ultimately sold to and used by customers, including airlines and other end users of aircraft, throughout the world. A number of risks inherent in international operations could have a material adverse effect on our results of operations, including currency fluctuations, difficulties in staffing and managing multi-national operations, general economic and political uncertainties and potential for social unrest in countries in which we operate, limitations on our ability to enforce legal rights and remedies, restrictions on the repatriation of funds, change in trade policies, tariff regulation, difficulties in obtaining export and import licenses and the risk of government financed competition.

There can be no assurance that foreign governments will not adopt regulations or take other action that would have a direct or indirect adverse impact on the business or market opportunities of the Company within such governments’ countries. Furthermore, there can be no assurance that the political, cultural and economic climate outside the United States will be favorable to our operations and growth strategy.

Liquidity and Capital Resources

We have historically maintained a capital structure comprising a mix of equity and debt financing. We vary our leverage both to optimize our equity return and to pursue acquisitions. We expect to meet our current debt obligations as they come due through internally generated funds from current levels of operations and/or through refinancing in the debt markets prior to the maturity dates of our debt.

We continually evaluate our debt facilities to assess whether they most efficiently and effectively meet the current and future needs of our business. The Company evaluates from time to time the appropriateness of its current leverage, taking into consideration the Company’s debt holders, equity holders, credit ratings, acquisition opportunities and other factors.

If the Company has excess cash, it generally prioritizes allocating the excess cash in the following manner: (1) capital spending at existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt. Whether the Company undertakes additional common stock repurchases or other aforementioned activities will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In addition, the Company may issue additional debt if prevailing market conditions are favorable to doing so.

In connection with the continued 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), we expect our efforts will continue to generate strong margins and provide more than sufficient cash provided by operating activities to meet our interest obligations and liquidity needs.  We believe our cash provided by operating activities and available borrowing capacity will enable us to make opportunistic investments in our own stock, make strategic business combinations and/or pay dividends to our shareholders.

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In the future, the Company may increase its borrowings in connection with acquisitions, if cash flows from operating activities becomes insufficient to fund current operations or for other short-term cash needs or for stock repurchases or special dividends. Our future leverage will also be impacted by the then current conditions of the credit markets.

Operating Activities. The Company generated $453.7 million of net cash from operating activities during the twenty-six week period ended March 31, 2018 compared to $390.5 million during the twenty-six week period ended April 1, 2017. The net increase of $63.2 million is primarily attributable to an increase in income from continuing operations of $69.3 million (excluding the non-cash effects of the adjustments resulting from the Tax Cuts and Jobs Act (approximately $170 million).

The change in accounts receivable during the twenty-six week period ended March 31, 2018 was a source of cash of $5.9 million compared to a source of cash of $3.1 million during the twenty-six week period ended April 1, 2017. The increase in the source of cash of $2.8 million is attributable to the higher rate of collections of accounts receivable in second quarter of fiscal year 2018 compared to the second quarter of fiscal 2017.

The change in inventories during the twenty-six week period ended March 31, 2018 was a use of cash of $16.3 million compared to a source of cash of $6.9 million during the twenty-six week period ended April 1, 2017. The increase in the use of cash of $23.2 million is primarily attributable to acquisitions and an increase in raw material and component purchases in response to the growth in backlog.

The change in accounts payable during the twenty-six week period ended March 31, 2018 was a use of cash of $0.6 million compared to a use of cash of $17.5 million during the twenty-six week period ended April 1, 2017. The decrease in the use of cash of $16.9 million was primarily attributable to the timing of payments to vendors in connection with continued efforts to improve working capital management.

Investing Activities. Net cash used in investing activities was $23.5 million during the twenty-six week period ended March 31, 2018 consisting of capital expenditures of $30.9 million, and payments for acquisitions of $50.3 million which primarily consisted of the Kirkhill acquisition. The uses of cash related to investing activities was partially offset by the cash proceeds received from the sale of Schroth of $57.7 million.

Net cash used in investing activities during the twenty-six week period ended April 1, 2017 was comprised of capital expenditures of $38.4 million and acquisition activities of $108.9 million, which primarily consisted of $78.9 million for the acquisition of Schroth and $28.7 million for the cash settlement of the Breeze-Eastern dissenting shares litigation.

Financing Activities. Net cash used in financing activities during the twenty-six week period ended March 31, 2018 was $72.0 million. The use of cash was primarily related to the payment of $56.1 million in dividend equivalent payments and $34.5 million in debt service payments on existing term loans, partially offset by $26.3 million in proceeds from stock option exercises.

Net cash used in financing activities during the twenty-six week period ended March 31, 2018 was $841.6 million. The use of cash was primarily related to the aggregate payment of $1,376.0 million for a $24.00 per share special dividend and dividend equivalent payments, redemption and related premium paid on the 2021 Notes aggregating to $528.8 million, $339.8 million related to treasury stock purchases under the Company's share repurchase program, and $32.3 million in debt service payments on the existing term loans. Slightly offsetting the uses of cash were net proceeds from the 2017 term loans and the additional 2025 Notes offering of $1,132.8 million and $301.0 million, respectively, and $12.3 million in proceeds from stock option exercises.

Description of Senior Secured Term Loans and Indentures

Senior Secured Term Loans Facility

TransDigm has $6,938.1 million in fully drawn term loans (the “Term Loans Facility”) and a $600.0 million revolving credit facility. The Term Loans Facility consists of three tranches of term loans as follows (aggregate principal amount disclosed is as of March 31, 2018):

Term Loans Facility	Aggregate Principal	Maturity Date	Interest Rate
Tranche E	$1,495.8 million	May 14, 2022	LIBO rate + 2.75%
Tranche F	$3,636.9 million	June 9, 2023	LIBO rate + 2.75%
Tranche G	$1,805.4 million	August 22, 2024	LIBO rate + 2.50%

The Term Loans Facility requires quarterly aggregate principal payments of $17.4 million. The revolving commitments consist of two tranches which includes up to $100 million of multicurrency revolving commitments. At March 31, 2018, the Company had $15.2 million in letters of credit outstanding and $584.8 million in borrowings available under the revolving commitments.

The interest rates per annum applicable to the loans under the Credit Agreement will be, at TransDigm’s option, equal to either an alternate base rate or an adjusted LIBO rate for one, two, three or six-month (or to the extent agreed to by each relevant lender, nine or twelve-month) interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted LIBO rate related to the tranche E, tranche F and tranche G term loans are subject to a floor of 0.0%. For the twenty-six week

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period ended March 31, 2018, the applicable interest rates ranged from approximately 4.07% to 4.69% on the existing term loans. Interest rate swaps and caps used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note 11, “Derivatives and Hedging Activities,” to the condensed consolidated financial statements included herein.

Recent Amendments to the Credit Agreement

On August 22, 2017, the Company entered into Amendment No. 3 and Incremental Term Loan Assumption Agreement to the Second Amended and Restated Credit Agreement (“Amendment No. 3”). Pursuant to Amendment No. 3, TransDigm, among other things, incurred the new tranche G term loans in an aggregate principal amount equal to approximately $1.8 billion and repaid in full all of the tranche C term loans outstanding under the Restated Credit Agreement. The tranche G term loans were fully drawn on August 22, 2017. The tranche G term loans mature on August 22, 2024. The terms and conditions (other than maturity date) that apply to the tranche G term loans, including pricing, are substantially the same as the terms and conditions that applied to the tranche C term loans immediately prior to Amendment No. 3. Amendment No. 3 also permitted (a) payment of a special dividend, share repurchase, or combination thereof, in an aggregate amount up to approximately $1.3 billion within 60 days of the effective date of Amendment No. 3, and (b) certain additional restricted payments, including the ability of the Company to declare or pay dividends or repurchase stock, in an aggregate amount not to exceed $1.5 billion within twelve months of the effective date of Amendment No. 3 provided that, among other conditions, if such additional loans are to be used by the Company to repurchase shares of its capital stock, the consolidated secured net debt ratio would be no greater than 4.00 to 1.00 and if such additional terms loans are to be used by TD Group to pay dividends or other distributions on or in respect of its capital stock, the consolidated net leverage ratio would be no greater than 6.50 to 1.00, in each case, after giving effect to such incremental term loans. If any portion of the $1.5 billion is not used for dividends or share repurchases over such twelve month period, such amount (not to exceed $500 million) may be used to repurchase stock at any time thereafter.

On November 30, 2017, the Company entered into Amendment No. 4 to the Second Amended and Restated Credit Agreement(“Amendment No. 4”). Pursuant to Amendment No. 4, TransDigm, among other things, converted approximately$798.2 millionof existing tranche D term loans into additional tranche F term loans and decreased the margin applicable to the existing tranche E term loans and tranche F term loans to LIBO rate plus2.75%per annum and also removed the LIBO rate floor of 0.75%. The terms and conditions (other than maturity date) that apply to the tranche F term loans, including pricing, are substantially the same as the terms and conditions that apply to the tranche D term loans immediately prior to Amendment No. 4.

On February 22, 2018, the Company entered into a refinancing facility agreement to the Second Amended and Restated Credit Agreement. TransDigm, among other things,incurred new tranche G term loans in an aggregate principal amount equal to $1,809 million and repaid in full all of the existing tranche G term loans outstanding under the Second and Amended Restated Credit Agreement immediately prior to the refinancing facility agreement. The refinancing facility agreement also decreased the margin applicable to the tranche G term loans to LIBO rate plus2.5%per annum. The terms and conditions that apply to the tranche G term loans, excluding pricing, are substantially the same as the terms and conditions that apply to the tranche G term loans immediately prior to the refinancing facility agreement.

Indentures

Senior Subordinated Notes	Aggregate Principal	Maturity Date	Interest Rate
2020 Notes	$550 million	October 15, 2020	5.50%
2022 Notes	$1,150 million	July 15, 2022	6.00%
2024 Notes	$1,200 million	July 15, 2024	6.50%
2025 Notes	$750 million	May 15, 2025	6.50%
2026 Notes	$950 million	June 15, 2026	6.375%

The 2020 Notes, the 2022 Notes, the 2024 Notes, and the 2026 Notes (the “Notes”) were issued at an issue price of 100% of the principal amount. The initial $450 million offering of the 2025 Notes (also considered to be part of the “Notes”) were issued at an issue price of 100% of the principal amount and the subsequent $300 million offering in the second quarter ended of fiscal 2017 of 2025 Notes were issued at an issue price of 101.5% of the principal amount, resulting in gross proceeds of $304.5 million.

Such Notes do not require principal payments prior to their maturity. Interest under the Notes is payable semi-annually. The Notes represent unsecured obligations of TransDigm Inc. ranking subordinate to TransDigm Inc.’s senior debt, as defined in the applicable Indentures.

The Notes are subordinated to all of TransDigm’s existing and future senior debt, rank equally with all of its existing and future senior subordinated debt and rank senior to all of its future debt that is expressly subordinated to the Notes. The Notes are guaranteed on a senior subordinated unsecured basis by TD Group and its wholly-owned domestic subsidiaries named in the indentures. The guarantees of the Notes are subordinated to all of the guarantors’ existing and future senior debt, rank equally with all of their existing and future senior subordinated debt and rank senior to all of their future debt that is expressly subordinated to the guarantees of the Notes. The Notes are structurally subordinated to all of the liabilities of TD Group’s non-guarantor subsidiaries. The Notes

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contain many of the restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all of the covenants contained in the Notes.

Certain Restrictive Covenants in Our Debt Documents

The Credit Agreement and the Indentures governing the Notes contain restrictive covenants that, among other things, limit the incurrence of additional indebtedness, the payment of special dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances, and prepayments of certain other indebtedness.

The restrictive covenants included in the Credit Agreement are subject to amendments executed periodically. The most recent amendment that impacted the restrictive covenants contained in the Credit Agreement is Amendment No. 3. The restrictive covenants are described above in the Recent Amendments to the Credit Agreement section.

Under the terms of the Credit Agreement, TransDigm is entitled, on one or more occasions, to request additional term loans or additional revolving commitments to the extent that the existing or new lenders agree to provide such incremental term loans or additional revolving commitments provided that, among other conditions, our consolidated net leverage ratio would be no greater than 7.25 to 1.00 and the consolidated secured net debt ratio would be no greater than 4.25 to 1.00, in each case, after giving effect to such incremental term loans or additional revolving commitments.

The Credit Agreement requires mandatory prepayments of principal based on certain percentages of Excess Cash Flow (as defined in the Credit Agreement), commencing 90 days after the end of each fiscal year, subject to certain exceptions. In addition, subject to certain exceptions (including, with respect to asset sales, the reinvestment in productive assets), TransDigm will be required to prepay the loans outstanding under the Credit Agreement at 100% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of certain asset sales and issuance or incurrence of certain indebtedness. No matters mandating prepayments occurred during the quarter ended March 31, 2018.

In addition, under the Credit Agreement, if the usage of the revolving credit facility exceeds 25% of the total revolving commitments, the Company will be required to maintain a maximum consolidated net leverage ratio of net debt, as defined, to trailing four-quarter EBITDA As Defined. A breach of any of the covenants or an inability to comply with the required leverage ratio could result in a default under the Credit Agreement or the Indentures.

If any such default occurs, the lenders under the Credit Agreement and the holders of the Notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under the Credit Agreement also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event of default under the Credit Agreement, the lenders thereunder will have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash, and they will also have the right to prevent us from making debt service payments on the Notes.

As of March 31, 2018, the Company was in compliance with all of its debt covenants.

Trade Receivables Securitization

During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization Facility”). The Securitization Facility effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the Company to exercise annual one year extensions as long as there have been no termination events as defined by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs. In August 2017, the Company amended the Securitization Facility to increase the borrowing capacity to $300 million and extend the maturity date to August 1, 2018. As of March 31, 2018, the Company has borrowed $300 million under the Securitization Facility. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.

Stock Repurchase Program

On November 8, 2017, our Board of Directors, authorized a new stock repurchase program replacing the previous $600 million program and permitting repurchases of our outstanding shares not to exceed $650 million in the aggregate, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes. No repurchases were made under the program during the quarter and year-to-date period endedMarch 31, 2018.

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Non-GAAP Financial Measures

We present below certain financial information based on our EBITDA and EBITDA As Defined. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to “EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below.

Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under accounting principles generally accepted in the United States of America (“GAAP”). We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating operating performance and liquidity.

Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. In addition, EBITDA As Defined is useful to investors because the revolving credit facility under our senior secured credit facility requires compliance under certain circumstances, on a pro forma basis, with a financial covenant that measures the ratio of the amount of our secured indebtedness to the amount of our Consolidated EBITDA defined in the same manner as we define EBITDA As Defined herein.

In addition to the above, our management uses EBITDA As Defined to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions.

Although we use EBITDA and EBITDA As Defined as measures to assess the performance of our business and for the other purposes set forth above, the use of these non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with GAAP. Some of these limitations are:

• neither EBITDA nor EBITDA As Defined reflects the significant interest expense, or the cash requirements, necessary to service interest payments on our indebtedness;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and neither EBITDA nor EBITDA As Defined reflects any cash requirements for such replacements;

• the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and EBITDA As Defined;

• neither EBITDA nor EBITDA As Defined includes the payment of taxes, which is a necessary element of our operations; and

• EBITDA As Defined excludes the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions.

Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies.

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The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined (in thousands):

	Thirteen Week Periods Ended						Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
	(in thousands)
Net income	$	196,278		$	155,505		$	511,053		$	274,376
Less: Loss from discontinued operations, net of tax(1)	(5,562		)	(186		)	(2,798		)	(186		)
Income from continuing operations	201,840			155,691			513,851			274,562
Adjustments:
Depreciation and amortization expense	30,970			34,661			61,609			72,708
Interest expense, net	161,266			147,842			322,199			293,846
Income tax provision	45,347			59,508			(75,700		)	79,558
EBITDA	439,423			397,702			821,959			720,674
Adjustments:
Inventory purchase accounting adjustments(2)	—			2,799			—			19,377
Acquisition integration costs(3)	3,980			1,399			5,329			2,509
Acquisition transaction-related expenses(4)	505			3,554			1,230			4,434
Non-cash stock compensation expense(5)	11,590			11,105			22,703			21,126
Refinancing costs(6)	638			3,507			1,751			35,591
Other, net(7)	6,987			1,610			11,684			(841		)
EBITDA As Defined	$	463,123		$	421,676		$	864,656		$	802,870

⁽¹⁾  During the fourth quarter of 2017, the Company committed to disposing of Schroth in connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition. Therefore, Schroth was classified as held-for-sale beginning September 30, 2017. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. Refer to Note 14, "Discontinued Operations," for further 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 compensation expense recognized by TD Group under our stock incentive plans.

⁽⁶⁾  Represents costs expensed related to debt financing activities, including new issuances, extinguishments, refinancings and amendments to existing agreements.

⁽⁷⁾  Primarily represents foreign currency transaction gain or loss, payroll withholding taxes related to dividend equivalent payments and stock option exercises and gain or loss on sale of fixed assets. Prior to the fourth quarter of fiscal 2017, foreign currency transaction gain or loss other than related to intercompany loans was not included in the adjustments to EBITDA, as the foreign currency transaction gain or loss was immaterial during those periods. Therefore, the prior periods presented herein were adjusted to conform to the current year presentation.

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The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined (in thousands):

	Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017
	(in thousands)
Net cash provided by operating activities	$	453,684		$	390,500
Adjustments:
Changes in assets and liabilities, net of effects from acquisitions of businesses	(9,404		)	24,036
Interest expense, net (1)	311,605			283,676
Income tax provision - current	90,892			79,212
Non-cash stock compensation expense (2)	(22,703		)	(21,126		)
Refinancing costs (6)	(1,751		)	(35,591		)
EBITDA from discontinued operations (8)	(364		)	(33		)
EBITDA	821,959			720,674
Adjustments:
Inventory purchase accounting adjustments (3)	—			19,377
Acquisition integration costs (4)	5,329			2,509
Acquisition transaction-related expenses (5)	1,230			4,434
Non-cash stock compensation expense (2)	22,703			21,126
Refinancing costs (6)	1,751			35,591
Other, net (7)	11,684			(841		)
EBITDA As Defined	$	864,656		$	802,870

⁽¹⁾  Represents interest expense excluding the amortization of debt issuance costs and premium and discount on debt.

⁽²⁾  Represents the compensation expense recognized by TD Group under our stock incentive plans.

⁽³⁾  Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.

⁽⁴⁾  Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.

⁽⁵⁾  Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred.

⁽⁶⁾  Represents costs expensed related to debt financing activities, including new issuances, extinguishments, refinancings and amendments to existing agreements.

⁽⁷⁾  Primarily represents foreign currency transaction gain or loss, payroll withholding taxes related to dividend equivalent payments and stock option exercises and gain or loss on sale of fixed assets. Prior to the fourth quarter of fiscal 2017, foreign currency transaction gain or loss other than related to intercompany loans was not included in the adjustments to EBITDA, as the foreign currency transaction gain or loss was immaterial during those periods. Therefore, the prior periods presented herein were adjusted to conform to the current year presentation.

⁽⁸⁾  During the fourth quarter of 2017, the Company committed to disposing of Schroth in connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition. Therefore, Schroth was classified as held-for-sale beginning September 30, 2017. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. Refer to Note 14, "Discontinued Operations," for further information.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information called for by this item is provided under the caption 'Description of Senior Secured Credit Facilities and Indentures' under Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations." Market risks are described more fully within “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our most recent Form 10-K. These market risks have not materially changed since the date our most recent Form 10-K was filed with the SEC.

ITEM 4. CONTROLS AND PROCEDURES

As of March 31, 2018, TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President and Interim Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures. Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President and Interim Chief Financial Officer concluded that TD Group’s disclosure controls and procedures are effective to ensure that information required to be disclosed by TD Group in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to TD Group’s management, including President and Chief Executive Officer and Executive Vice President and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, TD Group’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures. There have been no significant changes in TD Group’s internal controls or other factors that could significantly affect the internal controls subsequent to the date of TD Group’s evaluations.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2018, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. During the fiscal quarter ending March 31, 2018 and year-ended September 30, 2017, the Company completed the acquisition of Kirkhill and the Third Quarter 2017 Acquisitions. The Company is currently integrating these acquisitions into its operations, compliance programs and internal control processes. As permitted by SEC rules and regulations, the Company has excluded these acquisitions from management's evaluation of internal controls over financial reporting as of March 31, 2018. These acquisitions constituted less than 2% of the Company's total assets as of March 31, 2018, and less than 1% of the Company's net sales in the fiscal quarter ended March 31, 2018.

.

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PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We and certain of our current or former officers and directors are defendants in a consolidated securities class action captioned In re TransDigm Group, Inc. Securities Litigation, Case No. 1:17-cv-01677-DCN (N.D. Ohio).  The cases were originally filed on August 10, 2017, and September 18, 2017 and were consolidated on December 5, 2017.  A consolidated amended complaint was filed on February 16, 2018. The plaintiffs allege that the defendants made false or misleading statements with respect to, or failed to disclose, the impact of certain alleged business practices in connection with sales to the U.S. government on the Company’s growth and profitability.  The plaintiffs assert claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act, and seek unspecified monetary damages and other relief.  In addition, we, as nominal defendant, and certain of our current or former officers and directors are defendants in a shareholder derivative action captioned Sciabacucchi v. Howley et al., No. 1:17-cv-1971-DCN (N.D. Ohio). The case was filed on September 19, 2017.  The plaintiffs allege breach of fiduciary duty and other claims arising out of substantially the same actions or inactions alleged in the securities class actions described above. This action has been stayed pending the outcome of an anticipated motion to dismiss on the securities class action.  Although we are only a nominal defendant in the derivative action, we could have indemnification obligations and/or be required to advance the costs and expenses of the officer and director defendants in the action.

We intend to vigorously defend these matters and believe they are without merit.  We also believe we have sufficient insurance coverage available for these matters.  Therefore, we do not expect these matters to have a material adverse impact on our financial condition or results of operations.  However, given the preliminary status of the litigation, it is difficult to predict the likelihood of an adverse outcome or estimate a range of any potential loss.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed on November 13, 2017. There have been no material changes to the risk factors set forth therein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS: PURCHASES OF EQUITY SECURITIES BY THE ISSUER

On November 8, 2017, our Board of Directors, authorized a new stock repurchase program replacing the previous $600 million program and permitting repurchases of our outstanding shares not to exceed $650 million in the aggregate, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes. No repurchases were made under the program during the thirteen and twenty-six week periods endedMarch 31, 2018.

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ITEM 6. EXHIBITS

3.1	Third Amended and Restated Bylaws of TransDigm Group Incorporated (incorporated by reference to 8-K filed January 30, 2018)
3.2	Amended and Restated Bylaws of Kirkhill Inc. (filed herewith)
3.3	Certificate of Incorporation, filed February 21, 2018, of KH Acquisition I Co. (now known as Kirkhill Inc.) (filed herewith)
10.1	Separation Agreement, dated January 2, 2018, between TransDigm Group Incorporated and Terrance Paradie* (filed herewith)
10.2	Employment Agreement, dated February 1, 2018, between TransDigm Group Incorporated and Alex Feil* (filed herewith)
10.3	Employment Agreement, dated February 1, 2018, between TransDigm Group Incorporated and Rodrigo Rubiano* (filed herewith)
10.4	Second Amended and Restated Employment Agreement, dated January 25, 2018, between TransDigm Group Incorporated and Robert Henderson* (incorporated by reference to 8-K filed January 30, 2018)
10.5	Refinancing Facility Agreement to the Second Amended and Restated Credit Agreement, dated as of February 22, 2018, among TransDigm Inc., as borrower, TransDigm Group Incorporated, as guarantor, 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 8-K filed February 22, 2018)
31.1	Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL

* Denotes management contact or compensatory plan or arrangement

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SIGNATURES

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

TRANSDIGM GROUP INCORPORATED

SIGNATURE	TITLE	DATE
/s/ Kevin Stein	President and Chief Executive Officer (Principal Executive Officer)	May 4, 2018
Kevin Stein
/s/ James Skulina	Executive Vice President and Interim Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2018
James Skulina

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EXHIBIT INDEX

TO FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2018

EXHIBIT NO.	DESCRIPTION
3.1	Third Amended and Restated Bylaws of TransDigm Group Incorporated (incorporated by reference to 8-K filed January 30, 2018)
3.2	Amended and Restated Bylaws of Kirkhill Inc. (filed herewith)
3.3	Certificate of Incorporation, filed February 21, 2018, of KH Acquisition I Co. (now known as Kirkhill Inc.) (filed herewith)
10.1	Separation Agreement, dated January 2, 2018, between TransDigm Group Incorporated and Terrance Paradie* (filed herewith)
10.2	Employment Agreement, dated February 1, 2018, between TransDigm Group Incorporated and Alex Feil* (filed herewith)
10.3	Employment Agreement, dated February 1, 2018, between TransDigm Group Incorporated and Rodrigo Rubiano* (filed herewith)
10.4	Second Amended and Restated Employment Agreement, dated January 25, 2018, between TransDigm Group Incorporated and Robert Henderson* (incorporated by reference to 8-K filed January 30, 2018)
10.5	Refinancing Facility Agreement to the Second Amended and Restated Credit Agreement, dated as of February 22, 2018, among TransDigm Inc., as borrower, TransDigm Group Incorporated, as guarantor, 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 8-K filed February 22, 2018)
31.1	Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL

* Denotes management contact or compensatory plan or arrangement

44

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

KIRKHILL INC.

ARTICLE I

Meetings of Stockholders

Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings. Special meetings of the stockholders shall be called upon the written request of the chairman of the board of directors, the chief executive officer, the president, the directors by action at a meeting, a majority of the directors acting without a meeting, or of the holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

Section 3. Notices of Meetings. Unless waived, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, written notice of each annual or special meeting stating the date, time, place and purposes thereof shall be given by personal delivery or by mail to each stockholder of record entitled to vote at or entitled to notice of the meeting, not more than sixty days nor less than ten days before any such meeting. If mailed, such notice shall be directed to the stockholder at his address as the same appears upon the records of the Corporation. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or under these By-laws.

Section 4. Place of Meetings. Meetings of stockholders shall be held at the principal office of the Corporation unless the board of directors determines that a meeting shall be held at some other place within or without the State of Delaware and causes the notice thereof to so state.

Section 5. Quorum. The holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these By-laws to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion; and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and the affirmative vote of the majority of shares of such class so present shall be the act of such class. The holders of a majority of the voting shares represented at a

meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present.

Section 6. Record Date. The board of directors may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of stockholders entitled to (i) receive notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, (ii) receive payment of any dividend or other distribution or allotment of any rights, or (iii) exercise any rights in respect of any change, conversion or exchange of stock. Such record date shall not precede the date on which the resolution fixing the record date is adopted by the board of directors. Such record date shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days before the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, nor more than ten days after the date on which the resolution fixing the record date for such written consent is adopted by the board of directors, as the case may be.

If a record date shall not be fixed in respect of any such matter, the record date shall be determined in accordance with the General Corporation Law of the State of Delaware.

Section 7. Proxies. A person who is entitled to attend a stockholders’ meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person.

ARTICLE II

Directors

Section 1. Number of Directors. Until changed in accordance with the provisions of this section, the number of directors of the Corporation, none of whom need be stockholders, shall be no fewer than two (2) and no more than three (3). The number of directors may be fixed or changed by amendment of these By-laws or by resolution of the board of directors.

Section 2. Election of Directors. Directors shall be elected at the annual meeting of stockholders, but when the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any stockholder entitled to vote at such election, but unless such request is made the election may be conducted in any manner approved at such meeting.

At each meeting of stockholders for the election of directors, the persons receiving the greatest number of votes shall be directors.

Section 3. Term of Office. Each director shall hold office until the annual meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.

Section 4. Removal. All the directors, or all the directors of a particular class, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed.

Section 5. Vacancies. Vacancies in the board of directors may be filled by a majority vote of the remaining directors until an election to fill such vacancies is held. Stockholders entitled to elect directors shall have the right to fill any vacancy in the board (whether the same has been temporarily filled by the remaining directors or not) at any meeting of the stockholders called for that purpose, and any directors elected at any such meeting of stockholders shall serve until the next annual election of directors and until their successors are elected and qualified.

Section 6. Quorum and Transaction of Business. A majority of the whole authorized number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors in office shall constitute a quorum for filling a vacancy on the board. Whenever less than a quorum is present at the time and place appointed for any meeting of the board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 7. Annual Meeting. Annual meetings of the board of directors shall be held immediately following annual meetings of the stockholders, or as soon thereafter as is practicable. If no annual meeting of the stockholders is held, or if directors are not elected thereat, then the annual meeting of the board of directors shall be held immediately following any special meeting of the stockholders at which directors are elected, or as soon thereafter as is practicable. If such annual meeting of directors is held immediately following a meeting of the stockholders, it shall be held at the same place at which such stockholders’ meeting was held.

Section 8. Regular Meetings. Regular meetings of the board of directors shall be held at such times and places, within or without the State of Delaware, as the board of directors may, by resolution, from time to time determine. The secretary shall give notice of each such resolution to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need be given.

Section 9. Special Meetings. Special meetings of the board of directors may be called by the chairman of the board, the chief executive officer, the president, any vice president or any two members of the board of directors, and shall be held at such times and places, within or without the State of Delaware, as may be specified in such call.

Section 10. Notice of Annual or Special Meetings. Notice of the time and place of each annual or special meeting shall be given to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method and at such time so that the director receiving it may have reasonable opportunity to attend the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if mailed at least forty-eight hours prior

to the meeting and directed to the residence of each director as shown upon the secretary’s records. The giving of notice shall be deemed to have been waived by any director who shall attend and participate in such meeting and may be waived, in writing, by any director either before or after such meeting.

Section 11. Compensation. The directors, as such, shall be entitled to receive such reasonable compensation, if any, for their services as may be fixed from time to time by resolution of the board, and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of any standing or special committee may by resolution of the board be allowed such compensation for their services as the board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

ARTICLE III

Committees

Section 1. Executive Committee. The board of directors may from time to time, by resolution passed by a majority of the whole board, create an executive committee of three or more directors, the members of which shall be elected by the board of directors to serve during the pleasure of the board. If the board of directors does not designate a chairman of the executive committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the board of directors, possess and may exercise all of the powers of the board of directors in the management of the business and affairs of the Corporation, other than that of filling vacancies among the directors or in any committee of the directors or except as provided by law. The executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the board of directors at its meeting next succeeding such action and shall be subject to control, revision and alteration by the board of directors, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the executive committee shall be filled by the directors, and the directors may appoint one or more directors as alternate members of the committee who may take the place of any absent member or members at any meeting.

Section 2. Meetings of Executive Committee. Subject to the provisions of these By-laws, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the board of directors, and it shall also meet at the call of the chairman of the board, the chief executive officer, the president, the chairman of the executive committee or any two members of the committee. Unless otherwise provided by such rules or by such resolutions, the provisions of Section 10 of Article II relating to the notice required to be given of meetings of the board of directors shall also apply to meetings of the members of the executive committee. A majority of the executive committee shall be necessary to constitute a

quorum. The executive committee may act in writing without a meeting, but no such action of the executive committee shall be effective unless concurred in by all members of the committee.

Section 3. Other Committees. The board of directors may by resolution provide for such other standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the board of directors. The provisions of Section 1 and Section 2 of this Article shall govern the appointment and action of such committees so far as consistent, unless otherwise provided by the board of directors. Vacancies in such committees shall be filled by the board of directors or as the board of directors may provide.

ARTICLE IV

Officers

Section 1. General Provisions. The board of directors may elect officers, which may include a chief executive officer, a president, a secretary, a treasurer, or such number of vice presidents, if any, as the board may from time to time determine. The board of directors may also elect a chairman of the board of directors and may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The chairman of the board, if one be elected, shall be, but the other officers need not be, chosen from among the members of the board of directors. Any two or more of such offices, other than those of president and vice president, may be held by the same person.

Section 2. Term of Office. The officers of the Corporation shall hold office during the pleasure of the board of directors, and, unless sooner removed by the board of directors, until the annual meeting of the board of directors following the date of their election and until their successors are chosen and qualified. The board of directors may remove any officer at any time, with or without cause. Subject to the provisions of Section 6 of Article V of these By-laws, a vacancy in any office, however created, shall be filled by the board of directors.

ARTICLE V

Duties of Officers

Section 1. Chairman of the Board. The chairman of the board, if any, shall preside at all meetings of the board of directors and meetings of stockholders and shall have such other powers and duties as may be prescribed by the board of directors.

Section 2. Chief Executive Officer. The chief executive officer, if any, shall have, subject to the powers of the board of directors, charge of the overall general direction of the business and affairs of the Corporation, control of the general policies relating to all aspects of the Corporation’s business operations, and the power to fix the compensation of officers and the power to remove officers. In the absence of the chairman of the board, or if none be elected, the chief executive officer shall preside at meetings of stockholders. The chief executive officer

may appoint and discharge agents and employees and perform such other duties as are incident to such office. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these By‑laws. In the absence or disability of the officer designated as chief executive officer, the president shall perform any and all duties of the chief executive officer

Section 3. President. The president shall be the chief operating officer of the Corporation and shall have such other powers and duties as may be prescribed by the board of directors or the chief executive officer. The president shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes, and other instruments requiring his signature; and shall have all the powers and duties prescribed by the General Corporation Law of the State of Delaware and such others as the board of directors may from time to time assign to him.

Section 4. Vice Presidents. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the board of directors, the chief executive officer or the president. At the request of the chief executive officer or the president, or in the case of his absence or disability, the vice president designated by the president (or in the absence of such designation, the vice president designated by the board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 5. Secretary. The secretary shall keep minutes of all the proceedings of the stockholders and the board of directors and shall make proper record of the same, which shall be attested by him; shall have authority to execute and deliver certificates as to any of such proceedings and any other records of the Corporation; shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments to be executed by the Corporation which require his signature; shall give notice of meetings of stockholders and directors; shall produce on request at each meeting of stockholders a certified list of stockholders arranged in alphabetical order; shall keep such books and records as may be required by law or by the board of directors; and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him by the board of directors, the chief executive officer or the president.

Section 6. Treasurer. The treasurer shall have general supervision of all finances; he shall have in charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the board of directors. He shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required; and he shall have such other powers and duties as may from time to time be assigned to him by the board of directors, the chief executive officer or the president.

Section 7. Assistant and Subordinate Officers. Each other officer shall perform such duties as the board of directors, the chief executive officer or the president may prescribe. The board of directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 8. Duties of Officers May Be Delegated. In the absence of any officer of the Corporation, or for any other reason the board of directors may deem sufficient, the board of directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any director.

ARTICLE VI

Indemnification and Insurance

Section 1. Indemnification in Non-Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Indemnification in Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of

all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Indemnification as a Matter of Right. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5. Advance Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this section.

Section 6. Nonexclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7. Liability Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member, manager, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this section.

Section 8. Corporation. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, members, managers and employees or agents, so that any person who is or was a director, officer, member, manager, employee or agent of such constituent entity, or is or was serving at

the request of such constituent entity as a director, officer, member, manager, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving entity as he would have with respect to such constituent entity if its separate existence had continued.

Section 9. Employee Benefit Plans. For purposes of this Article VI, references to any “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 10. Continuation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

Certificates for Shares

Section 1. Form and Execution. Certificates for shares, certifying the number of full-paid shares owned, may be issued to each stockholder in such form as shall be approved by the board of directors. Such certificates shall be signed by any two of the following officers of the Corporation: the chairman or vice-chairman of the board of directors, the chief executive officer, the president, a vice president, the treasurer, an assistant treasurer, the secretary or an assistant secretary; provided, however, that the signatures of any of such officers and the seal of the Corporation upon such certificates may be facsimiles, engraved, stamped or printed. If any officer or officers who shall have signed, or whose facsimile signature shall have been used, printed or stamped on any certificate or certificates for shares, shall cease to be such officer or officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates shall nevertheless be as effective in all respects as though signed by a duly elected, qualified and authorized officer or officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation.

Section 2. Registration of Transfer. Any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the Corporation or any transfer agent therefor (for the class of shares represented by the certificate surrendered) properly endorsed for transfer and accompanied by such assurances as the Corporation or such

transfer agent may require as to the genuineness and effectiveness of each necessary endorsement.

Section 3. Lost, Destroyed or Stolen Certificates. A new share certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon (i) the execution and delivery to the Corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed, and (ii) the furnishing to the Corporation of indemnity and other assurances, if any, satisfactory to the Corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate.

Section 4. Registered Stockholders. A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall end on such date in each year as shall be designated from time to time by the board of directors. In the absence of such designation, the fiscal year of the Corporation shall end on December 31 in each year.

ARTICLE IX

Seal

The board of directors may provide a suitable seal containing the name of the Corporation. If deemed advisable by the board of directors, duplicate seals may be provided and kept for the purposes of the Corporation.

ARTICLE X

Amendments

These By-laws shall be subject to alteration, amendment, repeal, or the adoption of new By-laws either by the affirmative vote or written consent of a majority of the whole board of directors, or by the affirmative vote or written consent of the holders of record of a majority of

the outstanding stock of the Corporation, present in person or represented by proxy and entitled to vote in respect thereof, given at an annual meeting or at any special meeting at which a quorum shall be present.

EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

KH ACQUISITION I CO.

FIRST:     The name of the Corporation is KH Acquisition I Co.

SECOND:     The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD:     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:     The total number of shares of stock that the Corporation shall have authority to issue is three thousand (3,000) shares, all of which shall be Common Stock, $0.01 par value per share.

FIFTH:     The name and mailing address of the incorporator is as follows:

NameMailing Address

Dennis B. Angers        Baker & Hostetler LLP

Key Tower

127 Public Square

Suite 2000

Cleveland,OH 44114                         

SIXTH:    Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the By-laws of the Corporation, or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-laws so provide.

THE UNDERSIGNED, being the incorporator above named for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument the 21st day of February, 2018, and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.

/s/ Dennis B. Angers            

Dennis B. Angers, Incorporator

Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

KH ACQUISITION I CO.

(under Section 242 of the Delaware General Corporation Law)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, the undersigned, being an authorized officer of KH Acquisition I Co., a Delaware corporation(the “Corporation”), does hereby certify the following:

FIRST:        The name of the Corporation is KH Acquisition I Co.

SECOND:    The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on February 21, 2018.

THIRD:    The Certificate of Incorporation of the Corporation is hereby amended to change the first paragraph thereof, relating to the name of the Corporation. Accordingly, first paragraph of the Certificate of Incorporation shall be amended to read in its entirety as follows:

“FIRST:    The name of the Corporation is Kirkhill Inc.”

FOURTH:    This amendment to the Certificate of Incorporation of the Corporation was approved by the Board of Directors of the Corporation and by written consent of the sole stockholder of the Corporation.

IN WITNESS WHEREOF, the undersigned affirms as true the foregoing under penalties of perjury, and has executed this Certificate this 15th day of March, 2018.

KH Acquisition I Co.

By:    /s/ Halle F. Terrion

Name:    Halle F. Terrion

Title: Secretary

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Agreement is entered into by TransDigm Inc. (“Company”) and Terrance Paradie (“Executive”).

WHEREAS, Executive’s active employment with Company will cease effective January 2, 2018, but Executive will remain employed by Company until April 2, 2018;

WHEREAS, Company and Executive desire to set forth the payments and benefits to which Executive will be entitled from Company in connection with the cessation of his employment with Company and his execution and non-revocation of a satisfactory release; and

WHEREAS, Company and Executive wish to resolve and settle all matters, claims and issues between them, including, without limitation, Executive’s separation from employment with Company.

NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound, Company and Executive hereby agree as follows:

ARTICLE I

TERMS

Section 1.01(a) Separation; Payments. Executive’s last date of employment will be April 2, 2018(the “Separation Date”). From January 2, 2018 through the Separation Date, Executive will not actively work for Company, however, Executive will respond to requests, as necessary, for assistance in transition issues. During the period prior to the Separation Date, Company will continue to pay Executive’s salary and maintain Executive’s benefits.

Subject to Executive’s execution of a release in the form attached as Exhibit A (the “Release”) on or after the Separation Date and prior to April 9, 2018 and the timely non-revocation the Release, Company will pay Executive the following, subject to applicable withholdings required by law and pursuant to the procedures set forth hereinafter:

(i)    1.0 times Executive’s annual base salary ($600,000);

(ii)    1.0 times the target bonus for fiscal year 2018 ($480,000);

(iii)    18.0 times the difference of (A) the applicable monthly cost charged for health care coverage subject to COBRA determined as of the Separation Date for the Executive’s applicable health plan coverage as in effect on such date, less

(B) the monthly cost to Executive that is being charged for such coverage as of the Separation Date (in the aggregate, $22,204.08).

(iv)    Notwithstanding the provisions of the applicable Option Agreements between TransDigm Group Incorporated and Executive, 60% of the unvested options granted on April 24, 2015 shall be permitted to continue to vest in accordance with their terms after the Separation Date and 20% of the unvested options granted on November 10, 2016 shall be permitted to continue to vest in accordance with their terms after the Separation Date and any other unvested options shall terminate as of the Separation Date. Notwithstanding the provisions of the applicable Option Agreements, all of Executive’s options, whether vested as of the Separation Date or that become vested after the Separation Date in accordance with the previous sentence and the applicable Option Agreement, will remain exercisable under the expiration date set forth in said Option Agreement. For the avoidance of doubt, Executive will retain any shares of restricted stock to which the restriction on forfeiture have lapsed and will forfeit the remaining 1,567 shares of restricted stock to which the restrictions have not lapsed.

(b)     The amounts payable under clauses 1.01(a)(i), (ii) and (iii) will be payable to Executive in substantially equal installments over the 12-month period following the Separation Date, commencing no later than 30 days following the execution and non-revocation of the Release, in accordance with Company’s regular payroll practices. Notwithstanding the foregoing to the extent the amounts payable under clauses 1.01(a)(i), (ii) and (iii) prior to July 2, 2018, taken together with amounts paid from January 2, 2018 through the Separation Date would exceed, in the aggregate, $550,000, such excess amount shall not be paid or provided until July 2, 2018, or Executive’s death, whichever occurs first. Any amounts that are withheld under this provision shall be payable in a lump sum on July 2, 2018. For the avoidance of doubt, for purposes of compliance with the requirements of Internal Revenue Code Section 4091A and the Treasury Regulations thereunder, Executive’s “separation from service” within the meaning of Treasury Regulation §1.409A§1(h)(ii) shall have occurred on January 2, 2018.

(c)    Unless otherwise provided in this Agreement, all of the insurance and other benefit programs which covered Executive and/or his eligible dependents terminate as of the Separation Date, with the exception that any group medical and/or dental and/or vision coverage Executive currently has will continue through April 30, 2018. Executive retains any vested interest(s) Executive may otherwise have under any qualified retirement plan(s) of Company, which interest(s) shall be available to Executive subject to the terms and conditions of such plan(s) and applicable law.

ARTICLE II

RELEASE AND RESOLUTION

Section 2.01    Release. Executive, for himself, his heirs, successors, administrators, executors, legal representatives and assigns, does hereby release, acquit and forever discharge Company and its predecessors, successors, parents, subsidiaries, divisions, affiliated entities and their respective officers, shareholders, directors, agents, employees, insurers, sureties, attorneys, representatives and assigns of and from any and all actions, suits, debts, claims, liabilities, damages, demands, costs, fees (including attorney fees), and expenses whatsoever, whether at law or in equity, whether known or unknown, arising prior to and up to and including the date Executive signs this Agreement. This release includes, but is not limited to: (i) all claims, demands and causes of action arising out of or in any way related to Executive’s employment and/or separation from employment with Company including, without limiting the generality of the foregoing, any actions sounding in tort, contract (expressed or implied), any claim for promissory estoppel, emotional distress, pain and suffering, punitive damages, wrongful discharge, violation of public policy, discrimination, harassment or retaliation of any kind and/or causes of action arising under federal, state or local laws prohibiting age, sex, religion, national origin, disability, genetic information, race or any other forms of discrimination, harassment or retaliation, including, but not limited to, the Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, Ohio or other state civil rights statutes and/or claims growing out of any legal restrictions, if any, on an employer’s right to terminate its employees; or (ii) out of any act, failure to act, transaction or other occurrence of any sort arising on or prior to the date Executive signs this Agreement. Excluded from this Agreement are: (i) claims to interpret or enforce this Agreement; (ii) claims under applicable workers compensation statutes; (iii) claims that may arise after the date Executive signs this Agreement; and (iv) any claims which by law cannot be waived or released

Section 2.02    No Admission of Liability. The parties agree that: (i) this Agreement and Executive’s resignation is a means of amicably resolving any differences relating to Executive’s employment and separation from employment; (ii) this Agreement is not intended to be, and should not be construed as, an admission of liability on the part of Company or Executive; and (iii) this Agreement was proposed and entered into as an accommodation solely for the purpose of amicably resolving all issues arising out of Executive’s employment and separation from employment with Company.

Section 2.03    Not Otherwise Entitled to Consideration. Executive further acknowledges that the payments and other consideration provided in this Agreement are solely in exchange for the promises he is making in this Agreement and that he is not otherwise entitled to receive the consideration provided for in this Agreement. By signing this Agreement, Executive expressly waives any claims to

compensation under Sections 5 and 6 of his Employment Agreement dated April 27, 2015, as amended.

ARTICLE III

TIME TO CONSIDER/ADVISED TO CONSULT ATTORNEY

Section 3.01Time to Consider/Advised to Consult an Attorney. Executive acknowledges he has been given a period of twenty-one (21) days to consider the terms of this Agreement and the Release before he signs them. Executive is advised to consult with an attorney of his choice prior to signing this Agreement and the Release, and acknowledges that if he wished to consult with an attorney, he has done so.

Section 3.02    Effectiveness of Agreement. This Agreement shall become effective seven calendar days after Executive has signed it. Prior to the expiration of the seven-day period, Executive has the right to revoke this Agreement by delivering written notice of revocation to Company c/o W. Nicholas Howley, TransDigm Inc., 1301 E. Ninth St., Suite 3000, Cleveland, Ohio 44114, before the seven-day period ends. If Executive does not revoke this Agreement after signing it and within the seven-day revocation period, this Agreement shall become effective upon the expiration of the revocation period.

ARTICLE IV

NON-DISPARAGEMENT

Section 4.01Non-Disparagement. Executive further agrees that he will not, directly or indirectly, make or cause to be made any statement to any third party criticizing or disparaging any of the Released Parties. Company agrees that no officer of Company will make any announcement regarding the reasons for Executive’s separation from employment, other than that Executive resigned for “personal reasons”. Any request for a reference on behalf of Employee shall be directed to the TransDigm Executive Chairman or Chief Executive Officer and such persons will respond to such request for reference by confirming Employee’s dates of employment, position held and if requested, final compensation, and by making a nondisparaging statement about Executive’s performance.

ARTICLE V

NO OTHER PAYMENTS

Section 5.01No Other Payments. Other than the payments described in this Agreement, Executive acknowledges and agrees that he has not earned, and is not eligible for any other monies, bonuses, commissions or other unpaid compensation from Company.

ARTICLE VI

COMPANY CONFIDENTIAL INFORMATION

Section 6.01Company Confidential Information. Executive acknowledges that as an employee of Company, he acquired valuable and confidential knowledge, including but not limited to information relating to Company’s financial status, business requirements, marketing sources, product designs, ideas, discoveries, creations, developments, improvements, and/or processes (“Confidential Information”), which is very valuable to the Company. Executive agrees not to disclose to or use with any person or entity, any Confidential Information.

Section 6.02Federal Defend Trade Secrets Act of 2016 – Immunity Notice. Notice is hereby provided to Executive that nothing in this Agreement shall prohibit, and the Company will not retaliate against Executive and Executive cannot be held criminally or civilly liable under any Federal or State trade secret law for: (a) disclosure of a trade secret to a governmental entity solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal; or (b) disclosure of a trade secret to Executive’s attorney or in a court document under seal in connection with a lawsuit Executive files for retaliation by the Company for reporting a suspected violation of law.

ARTICLE VII

RETURN OF COMPANY PROPERTY; RESIGNATION OF POSITIONS

Section 7.01Return of Property/Passwords/User ID. Executive has returned all Company property in his possession. Such property includes, but is not limited to, any Company equipment, keys, Company credit cards, Company records, files, lists and/or any other materials prepared by him or any other Company employee which relate in any way to the Company; provided, however, that Executive may retain his cell phone, laptop computer, keyboard and monitor. Executive also agrees to immediately provide Company with a written list (identified by Company computer/program/system) of all passwords and any user IDs, if any, Executive used while operating Company equipment when in employ of Company.

Section 7.02    Resignation of Positions. Executive hereby resigns, effective as of the date hereof, as a director and/or officer of the Company, TransDigm Group Incorporated and any and all subsidiaries of the Company. Executive shall cooperate with the Company or any such subsidiary in any documentation required to evidence or effect such resignation.

ARTICLE VIII

CONSULTATION AND COOPERATION

Section 8.01Consultation and Cooperation. Executive agrees prior to and after the date hereof (including after the Separation Date) to cooperate fully with Company in connection with any matters which may arise concerning Company’s business or operations or litigation to which Company or Executive is a party, and agrees to make himself reasonably available to Company for consultation by telephone or in person as Company may from time to time reasonably request. No such request by Company will unreasonably interfere with new employment or other obligations or activities which Executive may undertake.

ARTICLE IX

GOVERNMENT AGENCY PROCEEDINGS

Section 9.01Government Agency Proceedings. Nothing in this Agreement, including but not limited to the non-disparagement or non-disclosure of Company confidential information or release provisions of this Agreement, nor the Release prevents or prohibits Executive from filing a claim or charge with a government agency that is responsible for enforcing a law or from cooperating, participating or assisting in any government agency or regulatory entity investigation or proceeding. Notwithstanding the foregoing, Executive agrees and understands that Executive will not accept or be entitled to any further personal relief, recovery or monetary damages from any source whatsoever with respect to any claim that has been released in the Release and that this Agreement and the Release shall control and is the exclusive remedy as to any of the claims released herein.

ARTICLE X

MISCELLANEOUS

Section 10.01Entire Agreement. This Agreement, along with Executive’s Employment Agreement and Option Agreements (except as modified or waived by this Agreement) constitute the entire understanding between the parties with respect to their subject matter and supersede all prior agreements and understandings, written or oral, with respect to such subject matter.

Section 10.02Binding Effect. This Agreement shall be binding upon and inure to the benefit of Executive and Executive’s heirs, executors and administrators, and upon Company and its affiliates, and Company’s and affiliates’ successors and assigns.

Section 10.03Governing Law. This Agreement shall be governed by the laws of the State of Ohio. Notwithstanding the choice or conflict of law rules of any court of competent jurisdiction, the laws of Ohio shall be used to interpret and enforce this Agreement.

Section 10.04Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided hereunder will only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments hereunder that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be deemed excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided hereunder shall be treated as a separate payment. Notwithstanding the foregoing, Company makes no representations that the payments provided under this Agreement comply with Section 409A.

Section 10.05Executive Has Read Separation Agreement. Executive acknowledges that he has read and understands this Agreement in its entirety; that he is signing it knowingly and voluntarily; and that he intends to be bound by it.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties have set their hands as of the day written.

	TRANSDIGM INC.
	By:
TERRANCE PARADIE
DATE	DATE

Exhibit A

RELEASE

Terrance Paradie (“Executive”) hereby executes the following in favor of TransDigm Inc. and TransDigm Group Incorporated (collectively, “Company”)

In exchange for the consideration being provided to Executive under that certain Separation Agreement dated January __, 2018 (the “Separation Agreement”), Executive, for himself, his heirs, successors, administrators, executors, legal representatives and assigns, does hereby release, acquit and forever discharge Company and its predecessors, successors, parents, subsidiaries, divisions, affiliated entities and their respective officers, shareholders, directors, agents, employees, insurers, sureties, attorneys, representatives and assigns of and from any and all actions, suits, debts, claims, liabilities, damages, demands, costs, fees (including attorney fees), and expenses whatsoever, whether at law or in equity, whether known or unknown, arising prior to and up to and including the date Executive signs this Release. This release includes, but is not limited to: (i) all claims, demands and causes of action arising out of or in any way related to Executive’s employment and/or separation from employment with Company including, without limiting the generality of the foregoing, any actions sounding in tort, contract (expressed or implied), any claim for promissory estoppel, emotional distress, pain and suffering, punitive damages, wrongful discharge, violation of public policy, discrimination, harassment or retaliation of any kind and/or causes of action arising under federal, state or local laws prohibiting age, sex, religion, national origin, disability, genetic information, race or any other forms of discrimination, harassment or retaliation, including, but not limited to, the Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, Ohio or other state civil rights statutes and/or claims growing out of any legal restrictions, if any, on an employer’s right to terminate its employees; or (ii) out of any act, failure to act, transaction or other occurrence of any sort arising on or prior to the date Executive signs this Release. Excluded from this Release are: (i) claims to interpret or enforce the Separation Agreement or this Release; (ii) claims under applicable workers compensation statutes; (iii) claims that may arise after the date Executive signs this Release; and (iv) any claims which by law cannot be waived or released

This Release shall become effective seven calendar days after Executive has signed it. Prior to the expiration of the seven-day period, Executive has the right to revoke this Agreement by delivering written notice of revocation to Company c/o W. Nicholas Howley, TransDigm Inc., 1301 E. Ninth St., Suite 3000, Cleveland, Ohio 44114, before the seven-day period ends. If Executive does not revoke this Release after signing it and within the seven-day revocation period, this Release shall become effective upon the expiration of the revocation period.

Executive acknowledges that he has been given a period of twenty-one (21) days to consider the terms of this Release before he signs it, that he has been advised to consult with an attorney of his choice prior to the signing of this Release, and that if he wished to consult with an attorney, he has done so.

IN WITNESS WHEREOF, the undersigned has set his hand as of April __, 2018.

TERRANCE PARADIE

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of February 1, 2018, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Alex Feil (the “Executive”).

RECITALS:

WHEREAS, the Executive holds the position of Executive Vice President of the Company; and

WHEREAS, the parties would like to enter into an employment agreement on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1. Certain Definitions.

(a) “Annual Base Salary” shall have the meaning set forth in Section 4(a).

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Cause” shall mean either of the following: (i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring the business of the Company or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of the Company or any of its subsidiaries.

(d) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended from time to time.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference to a Section of the Code includes all rulings, regulations, notices, announcements, decisions, orders and other pronouncements that are issued by the United States Department of the Treasury, the Internal Revenue Service, or any court of competent jurisdiction that are lawful and pertinent to the interpretation, application or effectiveness of such Section.

(f) “Common Stock” shall mean the common stock of the Company, $0.01 par value per share.

(g) “Company” shall have the meaning set forth in the preamble hereto.

(h) “Compensation Committee” shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time.

(i) “Date of Termination” shall mean (i) if the Executive’s employment is terminated by reason of his death, the date of his death, and (ii) if the Executive’s employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date specified in the Notice of Termination.

(j) “Disability” shall mean the Executive’s absence from employment with the Company due to: (i) his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) such medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, and for which the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees.

(k) “Effective Date” shall mean the date of this Agreement.

(l) “Equity Compensation Agreements” shall mean any written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted under any option plan adopted or maintained by the Company for employees generally, and any management deferred compensation or similar plans of the Company.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n) “Executive” shall have the meaning set forth in the preamble hereto.

(o) “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, or (iii) any material breach of this Agreement by the Company.

(p) “Notice of Termination” shall have the meaning set forth in Section 5(b).

(q) “Payment Period” shall have the meaning set forth in Section 6(b).

(r) “Specified Employee” shall have the meaning set forth in Code Section 409A

(s) “Term” shall have the meaning set forth in Section 2.

2. Employment. The Company shall employ the Executive, for the period set forth in this Section 2, in the position(s) set forth in Section 3 and upon the other terms and conditions herein provided. The term of employment under this Agreement (the “Term”) shall be for the period beginning on the Effective Date and ending on December 31, 2022 unless earlier terminated as provided in Section 5.

3. Position and Duties. During the Term, the Executive shall serve as Executive Vice President of each of the Company and its subsidiary, TransDigm, Inc. (“TransDigm”), with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the President and Chief Operating Officer. During the Term, the Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and TransDigm; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees, and (ii) manage his personal investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.

4. Compensation and Related Matters.

(a) Annual Base Salary. During the Term (commencing as of the first pay period following the date of this Agreement), the Executive shall receive a base salary at a rate of $370,000 per annum, payable in accordance with the Company’s normal payroll practices, which shall be reviewed by the Compensation Committee annually and may be increased, but not decreased, upon such review (the “Annual Base Salary”).

(b) Bonus. For each fiscal year during the Term, the Executive shall be eligible to participate in the Company’s annual cash bonus plan in accordance with terms and provisions which shall be consistent with the Company’s executive bonus policy in effect as of the date hereof. The Executive’s target bonus for fiscal year 2018 and thereafter will be 65% of his Annual Base Salary and may be pro rated based on time in position.

(c) Non-Qualified Deferred Compensation. During the Term, the Executive shall be eligible to participate in any non-qualified deferred compensation plan or program (if any) offered by the Company to its executives.

(d) Long Term Incentive Compensation. During the Term, the Executive shall be entitled to participate in the Option Plan or any successor plan thereto.

(e) Benefits. During the Term, the Executive shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board or Compensation

Committee, hereafter) in effect which are applicable to the senior officers of the Company generally, subject to and on a basis consistent with the terms, conditions and overall administration thereof (including the right of the Company to amend, modify or terminate such plans).

(f) Expenses. Pursuant to the Company’s customary policies in force at the time of payment, the Executive shall be reimbursed for all expenses properly incurred by the Executive on the Company’s behalf in the performance of the Executive’s duties hereunder.

(g) Vacation. The Executive shall be entitled to an amount of annual vacation days, and to compensation in respect of earned but unused vacation days in accordance with the Company’s vacation policy as in effect as of the

Effective Date. The Executive shall also be entitled to paid holidays in accordance with the Company’s practices with respect to same as in effect as of the Effective Date.

5. Termination.

(a) The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances and in accordance with subsection (b):

(i) Death. The Executive’s employment hereunder shall terminate upon his death.

(ii) Disability. If the Company determines in good faith that the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within such 30 day period the Executive shall not have returned to full-time performance of his duties. The Executive shall continue to receive his Annual Base Salary until the 90th day following the date of the Notice of Termination.

(iii) Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause.

(iv) Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason.

(v) Termination without Cause. The Company may terminate the Executive’s employment hereunder without Cause.

(vi) Resignation without Good Reason. The Executive may resign his employment hereunder without Good Reason.

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 5 (other than termination pursuant to subsection (a)(i)) shall be communicated by a written notice from the Chief Executive Officer of the Company or the Executive to the other indicating the specific termination provision in this Agreement relied upon, (and, in the case of Resignation for Good Reason, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under Section 5(a)(iv), and specifying a Date of Termination which, in the case of Resignation for Good Reason or Resignation without Good Reason pursuant to Section 5(a)(iv) or 5(a)(vi), respectively, shall be at least 90 days following the date of such notice (a “Notice of Termination”). In the event of the Executive’s Resignation for Good Reason pursuant to Section 5(a)(iv), the Company shall have the right, if the basis for such Good Reason is curable, to cure the same within 30 days following the receipt of the Notice of Termination, and Good Reason shall not be deemed to exist if the Company cures the event giving rise to Good Reason within such 30 day period. The Executive shall continue to receive his Annual Base Salary, annual bonus and all other compensation and perquisites referenced in Section 4 through the Date of Termination.

6. Severance Payments.

(a) Termination for any Reason. In the event the Executive’s employment with the Company is terminated for any reason, the Company shall pay the Executive (or his beneficiary in the event of his death) any unpaid Annual Base Salary that has accrued as of the Date of Termination, any unreimbursed expenses due to the Executive in accordance with the Company’s expense reimbursement policy and an amount equal to compensation for accrued but unused sick days and vacation days. The Company shall permit the Executive to elect to continue health plan coverage in accordance with the requirements of applicable law (e.g. COBRA coverage), at the applicable monthly cost charged for such coverage (the “Monthly COBRA Coverage Continuation Rate”). The Company may require the Executive to complete and file any election forms that are generally required of other employees to obtain COBRA coverage; and the Executive’s COBRA coverage may be terminable in accordance with applicable law. The Executive shall also be entitled to accrued, vested benefits under the Company’s benefit plans and programs as provided therein. The Executive shall be entitled to the additional payments and benefits described below only as set forth herein.

(b) Termination without Cause, Resignation for Good Reason or Termination by Reason of Death or Disability. Subject to Sections 6(c) and (d) and the restrictions contained herein, in the event of the Executive’s

Termination without Cause (pursuant to Section 5(a)(v)), Resignation for Good Reason (pursuant to Section 5(a)(iv)) or termination by reason of death or Disability (pursuant to Section 5(a)(i) or (ii), respectively), the Company shall pay to the Executive the amounts described in subsection (a). In addition, subject to Sections 6(c) and (d) and the restrictions contained herein, and in the case of Termination without Cause (pursuant to Section 5(a)(v), Resignation for Good Reason (pursuant to Section 5(a)(iv) or Disability (pursuant to Section 5(a)(ii)) subject to the Executive’s execution and non-revocation of a customary release in favor of the Company (the “Release”) no later than thirty (30) days following the Date of Termination, the Company shall pay to the Executive (or his beneficiary in the event of his death) an amount equal to the “Severance Amount” described below. For purposes of this Agreement the Severance Amount is equal to the sum of:

(i) 1.25 times his Annual Base Salary,

(ii) 1.25 times the greater of (A) the total of all bonuses paid (or payable) to executive in respect of the fiscal year ending immediately prior to the Date of Termination, excluding any bonuses that are extraordinary in nature (e.g., a transaction related bonus) or (B) the target bonuses for the fiscal year in which the Date of Termination falls, determined in accordance with the Company’s bonus program or programs, if any, and

(iii) 18.0 times the difference of (A) the Monthly COBRA Continuation Coverage Rate determined as of the Date of Termination for the Executive’s applicable health plan coverage as in effect on such date, less (B) the monthly cost to Executive that is being charged for such coverage as of the Date of Termination.

The Severance Amount as so determined shall be payable to the Executive (or his beneficiary) in substantially equal installments over the 12 month period following the Date of Termination (the “Payment Period”) commencing no later than thirty (30) days following the execution and non-revocation of the Release, in accordance with the Company’s regular payroll practices. The first installment payment shall include all amounts that would have otherwise been paid to the Executive during the period beginning on the Date of Termination and ending on the first installment payment date. Notwithstanding the foregoing, in the event that the end of the thirty (30) day notice and revocation period for the Release would result in the first installment payment occurring in the taxable year following the year in which the Date of Termination occurs, the first installment payment shall be made in the taxable year following the year in which the Date of Termination occurs.

(c) Benefits Provided Upon Termination of Employment. If the Executive’s termination or resignation does not constitute a “separation from service,” as such term is defined under Code Section 409A, the Executive shall nevertheless be entitled to receive all of the payments and benefits that the Executive is entitled to receive under this Agreement on account of his termination of employment. However, the payments and benefits that the Executive is entitled to under this Agreement shall not be provided to the Executive until such time as the Executive has incurred a “separation from services” within the meaning of Code Section 409A.

(d) Payments on Account of Termination to a Specified Employee. Notwithstanding the foregoing provisions of Sections 6(a) or 6(b), in the event that the Executive is determined to be a Specified Employee at the time of his termination of employment under this Agreement (or, if later, his “separation from service” under Code Section 409A), to the extent that a payment, reimbursement or benefit under Section 6(b) is considered to provide for a “deferral of compensation” (as determined under Code Section 409A), then such payment, reimbursement or benefit shall not be paid or provided until six months after the Executive’s separation from service, or his death, whichever occurs first. Any payments, reimbursements or benefits that are withheld under this provision for the first six months shall be payable in a lump sum on the 181st day after such termination of employment (or, if later, separation from service). The restrictions in this Section 6(d) shall be interpreted and applied solely to the minimum extent necessary to comply with the requirements of Code Section 409A(a)(2)(B). Accordingly, payments, benefits or reimbursements under Section 6(b) or any other part of this Agreement may nevertheless be provided to Executive with the six-month period following the date of Executive’s termination of employment under this Agreement (or, if later, his “separation from service” under Code Section 409A), to the extent that it would nevertheless be permissible to do so under Code Section 409A because those payments, reimbursements or benefits are (i) described in Treasury Regulations Section 1.409A-1(b)(9)(iii) (i.e., payments within the limitations therein that are being made on account of an involuntary termination or termination for good reason, within the meaning of the Treasury Regulations), or (ii) described in Treasury Regulation Section 1.409A-1(b)(4) (i.e., payments which are treated as

short-term deferrals within the meaning of the Treasury Regulations), or (iii) benefits described in Treasury Regulations Section 1.409A-1(b)(9)(v) (e.g. health care benefits).

7. Competition; Nonsolicitation.

(a) During the Term and, following any termination of Executive’s employment, for a period equal to (i) the Payment Period, in the case of a termination of employment for which payments are made pursuant to Section 6(b) hereof, or (ii) 24 months from the date of such termination in the event of a voluntary termination of employment by the Executive without Good Reason, or a termination by the Company for Cause, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business (other than a business that constitutes less than 5% of the relevant entity’s net revenue and a proportionate share of its operating income) which competes with any business of the Company or any entity owned by it anywhere in the world; provided, however, that the Executive shall be permitted to acquire a stock interest in such a corporation provided such stock is publicly traded and the stock so acquired does not represent more than one percent of the outstanding shares of such corporation.

(b) During the Term and for a period of two years following any termination of the Executive’s employment, the Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, whether as an owner, employee, service provider or otherwise, solicit or induce any person who is or was employed by, or providing consulting services to, the Company or any of its subsidiaries during the twelve-month period prior to the date of such termination, to terminate their employment or consulting relationship with the Company or any such subsidiary.

(c) In the event the agreement in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

8. Nondisclosure of Proprietary Information.

(a) Except as required in the faithful performance of the Executive’s duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including,

without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this Section 8, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b) Upon termination of the Executive’s employment with the Company for any reason, the Executive shall promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes and/or which contain proprietary information or trade secrets.

(c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

9. Injunctive Relief. It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

10. Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

11. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

12. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Ohio.

13. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14. Notices. Any notice, request, claim, demand, document or other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:

(a) If to the Company, to:

TransDigm Group Incorporated

The Tower at Erieview

1301 E. 9^th Street, Suite 3000

Cleveland, Ohio 44114

Attention: W. Nicholas Howley, CEO and Chairman

(b) If to the Executive, to him at the address set forth below under his signature;

or at any other address as any party shall have specified by notice in writing to the other party in accordance with this Section 14.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

16. Entire Agreement; Prior Employment Agreement. The terms of this Agreement, together with the Equity Compensation Agreements are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement, and the aforementioned contemporaneous documents, shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

17. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and the Chief Executive Officer. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

18. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the inte rpretation and application of the provisions of this Agreement.

19. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Cleveland, Ohio, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond; and provided further, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. Each of the parties hereto shall bear its share of the fees and expenses of any arbitration hereunder.

20. Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

TRANSDIGM GROUP INCORPORATED
By:
Name:	W. Nicholas Howley
Title:	Chief Executive Officer
EXECUTIVE
Alex Feil

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT, effective as of February 1, 2018, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Rodrigo Rubiano (the “Executive”).

RECITALS:

WHEREAS, the Executive holds the position of Executive Vice President of the Company; and

WHEREAS, the parties would like to enter into an employment agreement on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1. Certain Definitions.

(a) “Annual Base Salary” shall have the meaning set forth in Section 4(a).

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Cause” shall mean either of the following: (i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring the business of the Company or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of the Company or any of its subsidiaries.

(d) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended from time to time.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference to a Section of the Code includes all rulings, regulations, notices, announcements, decisions, orders and other pronouncements that are issued by the United States Department of the Treasury, the Internal Revenue Service, or any court of competent jurisdiction that are lawful and pertinent to the interpretation, application or effectiveness of such Section.

(f) “Common Stock” shall mean the common stock of the Company, $0.01 par value per share.

(g) “Company” shall have the meaning set forth in the preamble hereto.

(h) “Compensation Committee” shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time.

(i) “Date of Termination” shall mean (i) if the Executive’s employment is terminated by reason of his death, the date of his death, and (ii) if the Executive’s employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date specified in the Notice of Termination.

(j) “Disability” shall mean the Executive’s absence from employment with the Company due to: (i) his inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) such medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, and for which the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees.

(k) “Effective Date” shall mean the date of this Agreement.

(l) “Equity Compensation Agreements” shall mean any written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted under any option plan adopted or maintained by the Company for employees generally, and any management deferred compensation or similar plans of the Company.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(n) “Executive” shall have the meaning set forth in the preamble hereto.

(o) “Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, or (iii) any material breach of this Agreement by the Company.

(p) “Notice of Termination” shall have the meaning set forth in Section 5(b).

(q) “Payment Period” shall have the meaning set forth in Section 6(b).

(r) “Specified Employee” shall have the meaning set forth in Code Section 409A

(s) “Term” shall have the meaning set forth in Section 2.

2. Employment. The Company shall employ the Executive, for the period set forth in this Section 2, in the position(s) set forth in Section 3 and upon the other terms and conditions herein provided. The term of employment under this Agreement (the “Term”) shall be for the period beginning on the Effective Date and ending on December 31, 2022 unless earlier terminated as provided in Section 5.

3. Position and Duties. During the Term, the Executive shall serve as Executive Vice President of each of the Company and its subsidiary, TransDigm, Inc. (“TransDigm”), with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the President and Chief Operating Officer. During the Term, the Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and TransDigm; provided, that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees, and (ii) manage his personal investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.

The Executive and Company acknowledge that it is contemplated that the Executive will relocate to Europe. The parties agree that such relocation will occur within one year from the date hereof, unless the Company otherwise agrees. The parties shall enter into an ex patriot agreement that provides for additional benefits for the Executive related to his relocation.

4. Compensation and Related Matters.

(a) Annual Base Salary. During the Term (commencing as of the first pay period following the date of this Agreement), the Executive shall receive a base salary at a rate of $370,000 per annum, payable in accordance with the Company’s normal payroll practices, which shall be reviewed by the Compensation Committee annually and may be increased, but not decreased, upon such review (the “Annual Base Salary”).

(b) Bonus. For each fiscal year during the Term, the Executive shall be eligible to participate in the Company’s annual cash bonus plan in accordance with terms and provisions which shall be consistent with the Company’s executive bonus policy in effect as of the date hereof. The Executive’s target bonus for fiscal year 2018 and thereafter will be 65% of his Annual Base Salary and may be pro rated based on time in position.

(c) Non-Qualified Deferred Compensation. During the Term, the Executive shall be eligible to participate in any non-qualified deferred compensation plan or program (if any) offered by the Company to its executives.

(d) Long Term Incentive Compensation. During the Term, the Executive shall be entitled to participate in the Option Plan or any successor plan thereto.

(e) Benefits. During the Term, the Executive shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board or Compensation

Committee, hereafter) in effect which are applicable to the senior officers of the Company generally, subject to and on a basis consistent with the terms, conditions and overall administration thereof (including the right of the Company to amend, modify or terminate such plans).

(f) Expenses. Pursuant to the Company’s customary policies in force at the time of payment, the Executive shall be reimbursed for all expenses properly incurred by the Executive on the Company’s behalf in the performance of the Executive’s duties hereunder.

(g) Vacation. The Executive shall be entitled to an amount of annual vacation days, and to compensation in respect of earned but unused vacation days in accordance with the Company’s vacation policy as in effect as of the Effective Date. The Executive shall also be entitled to paid holidays in accordance with the Company’s practices with respect to same as in effect as of the Effective Date.

5. Termination.

(a) The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances and in accordance with subsection (b):

(i) Death. The Executive’s employment hereunder shall terminate upon his death.

(ii) Disability. If the Company determines in good faith that the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within such 30 day period the Executive shall not have returned to full-time performance of his duties. The Executive shall continue to receive his Annual Base Salary until the 90th day following the date of the Notice of Termination.

(iii) Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause.

(iv) Resignation for Good Reason. The Executive may terminate his employment hereunder for Good Reason.

(v) Termination without Cause. The Company may terminate the Executive’s employment hereunder without Cause.

(vi) Resignation without Good Reason. The Executive may resign his employment hereunder without Good Reason.

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 5 (other than termination pursuant to subsection (a)(i)) shall be communicated by a written notice from the Chief Executive Officer of the Company or the Executive to the other indicating the specific termination provision in this Agreement relied upon, (and, in the case of Resignation for Good Reason, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under Section 5(a)(iv), and specifying a Date of Termination which, in the case of Resignation for Good Reason or Resignation without Good Reason pursuant to Section 5(a)(iv) or 5(a)(vi), respectively, shall be at least 90 days following the date of such notice (a “Notice of Termination”). In the event of the Executive’s Resignation for Good Reason pursuant to Section 5(a)(iv), the Company shall have the right, if the basis for such Good Reason is curable, to cure the same within 30 days following the receipt of the Notice of Termination, and Good Reason shall not be deemed to exist if the Company cures the event giving rise to Good Reason within such 30 day period. The Executive shall continue to receive his Annual Base Salary, annual bonus and all other compensation and perquisites referenced in Section 4 through the Date of Termination.

6. Severance Payments.

(a) Termination for any Reason. In the event the Executive’s employment with the Company is terminated for any reason, the Company shall pay the Executive (or his beneficiary in the event of his death) any unpaid Annual Base Salary that has accrued as of the Date of Termination, any unreimbursed expenses due to the Executive in accordance with the Company’s expense reimbursement policy and an amount equal to compensation for accrued but unused sick days and vacation days. The Company shall permit the Executive to elect to continue health plan coverage in accordance with the requirements of applicable law (e.g. COBRA coverage), at the applicable monthly cost charged for such coverage (the “Monthly COBRA Coverage Continuation Rate”). The Company may require the Executive to complete and file any election forms that are generally required of other employees to obtain COBRA coverage; and the Executive’s COBRA coverage may be terminable in accordance with applicable law. The

Executive shall also be entitled to accrued, vested benefits under the Company’s benefit plans and programs as provided therein. The Executive shall be entitled to the additional payments and benefits described below only as set forth herein.

(b) Termination without Cause, Resignation for Good Reason or Termination by Reason of Death or Disability. Subject to Sections 6(c) and (d) and the restrictions contained herein, in the event of the Executive’s Termination without Cause (pursuant to Section 5(a)(v)), Resignation for Good Reason (pursuant to Section 5(a)(iv)) or termination by reason of death or Disability (pursuant to Section 5(a)(i) or (ii), respectively), the Company shall pay to the Executive the amounts described in subsection (a). In addition, subject to Sections 6(c) and (d) and the restrictions contained herein, and in the case of Termination without Cause (pursuant to Section 5(a)(v), Resignation for Good Reason (pursuant to Section 5(a)(iv) or Disability (pursuant to Section 5(a)(ii)) subject to the Executive’s execution and non-revocation of a customary release in favor of the Company (the “Release”) no later than thirty (30) days following the Date of Termination, the Company shall pay to the Executive (or his beneficiary in the event of his death) an amount equal to the “Severance Amount” described below. For purposes of this Agreement the Severance Amount is equal to the sum of:

(i) 1.25 times his Annual Base Salary,

(ii) 1.25 times the greater of (A) the total of all bonuses paid (or payable) to executive in respect of the fiscal year ending immediately prior to the Date of Termination, excluding any bonuses that are extraordinary in nature (e.g., a transaction related bonus) or (B) the target bonuses for the fiscal year in which the Date of Termination falls, determined in accordance with the Company’s bonus program or programs, if any, and

(iii) 18.0 times the difference of (A) the Monthly COBRA Continuation Coverage Rate determined as of the Date of Termination for the Executive’s applicable health plan coverage as in effect on such date, less (B) the monthly cost to Executive that is being charged for such coverage as of the Date of Termination.

The Severance Amount as so determined shall be payable to the Executive (or his beneficiary) in substantially equal installments over the 12 month period following the Date of Termination (the “Payment Period”) commencing no later than thirty (30) days following the execution and non-revocation of the Release, in accordance with the Company’s regular payroll practices. The first installment payment shall include all amounts that would have otherwise been paid to the Executive during the period beginning on the Date of Termination and ending on the first installment payment date. Notwithstanding the foregoing, in the event that the end of the thirty (30) day notice and revocation period for the Release would result in the first installment payment occurring in the taxable year following the year in which the Date of Termination occurs, the first installment payment shall be made in the taxable year following the year in which the Date of Termination occurs.

(c) Benefits Provided Upon Termination of Employment. If the Executive’s termination or resignation does not constitute a “separation from service,” as such term is defined under Code Section 409A, the Executive shall nevertheless be entitled to receive all of the payments and benefits that the Executive is entitled to receive under this Agreement on account of his termination of employment. However, the payments and benefits that the Executive is entitled to under this Agreement shall not be provided to the Executive until such time as the Executive has incurred a “separation from services” within the meaning of Code Section 409A.

(d) Payments on Account of Termination to a Specified Employee. Notwithstanding the foregoing provisions of Sections 6(a) or 6(b), in the event that the Executive is determined to be a Specified Employee at the time of his termination of employment under this Agreement (or, if later, his “separation from service” under Code Section 409A), to the extent that a payment, reimbursement or benefit under Section 6(b) is considered to provide for a “deferral of compensation” (as determined under Code Section 409A), then such payment, reimbursement or benefit shall not be paid or provided until six months after the Executive’s separation from service, or his death, whichever occurs first. Any payments, reimbursements or benefits that are withheld under this provision for the first six months shall be payable in a lump sum on the 181st day after such termination of employment (or, if later, separation from service). The restrictions in this Section 6(d) shall be interpreted and applied solely to the minimum extent necessary to comply with the requirements of Code Section 409A(a)(2)(B). Accordingly, payments, benefits or reimbursements under Section 6(b) or any other part of this Agreement may nevertheless be provided to Executive with the six-month period following the date of Executive’s termination of employment under this Agreement (or, if later, his “separation from service” under Code Section 409A), to the extent that it would nevertheless be

permissible to do so under Code Section 409A because those payments, reimbursements or benefits are (i) described in Treasury Regulations Section 1.409A-1(b)(9)(iii) (i.e., payments within the limitations therein that are being made on account of an involuntary termination or termination for good reason, within the meaning of the Treasury Regulations), or (ii) described in Treasury Regulation Section 1.409A-1(b)(4) (i.e., payments which are treated as short-term deferrals within the meaning of the Treasury Regulations), or (iii) benefits described in Treasury Regulations Section 1.409A-1(b)(9)(v) (e.g. health care benefits).

7. Competition; Nonsolicitation.

(a) During the Term and, following any termination of Executive’s employment, for a period equal to (i) the Payment Period, in the case of a termination of employment for which payments are made pursuant to Section 6(b) hereof, or (ii) 24 months from the date of such termination in the event of a voluntary termination of employment by the Executive without Good Reason, or a termination by the Company for Cause, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business (other than a business that constitutes less than 5% of the relevant entity’s net revenue and a proportionate share of its operating income) which competes with any business of the Company or any entity owned by it anywhere in the world; provided, however, that the Executive shall be permitted to acquire a stock interest in such a corporation provided such stock is publicly traded and the stock so acquired does not represent more than one percent of the outstanding shares of such corporation.

(b) During the Term and for a period of two years following any termination of the Executive’s employment, the Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, whether as an owner, employee, service provider or otherwise, solicit or induce any person who is or was employed by, or providing consulting services to, the Company or any of its subsidiaries during the twelve-month period prior to the date of such termination, to terminate their employment or consulting relationship with the Company or any such subsidiary.

(c) In the event the agreement in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

8. Nondisclosure of Proprietary Information.

(a) Except as required in the faithful performance of the Executive’s duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including,

without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this Section 8, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b) Upon termination of the Executive’s employment with the Company for any reason, the Executive shall promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes and/or which contain proprietary information or trade secrets.

(c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

9. Injunctive Relief. It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

10. Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

11. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

12. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Ohio.

13. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14. Notices. Any notice, request, claim, demand, document or other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:

(a) If to the Company, to:

TransDigm Group Incorporated

The Tower at Erieview

1301 E. 9^th Street, Suite 3000

Cleveland, Ohio 44114

Attention: W. Nicholas Howley, CEO and Chairman

(b) If to the Executive, to him at the address set forth below under his signature;

or at any other address as any party shall have specified by notice in writing to the other party in accordance with this Section 14.

15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

16. Entire Agreement; Prior Employment Agreement. The terms of this Agreement, together with the Equity Compensation Agreements are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement, and the aforementioned contemporaneous documents, shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

17. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and the Chief Executive Officer. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

18. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the inte rpretation and application of the provisions of this Agreement.

19. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Cleveland, Ohio, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond; and provided further, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. Each of the parties hereto shall bear its share of the fees and expenses of any arbitration hereunder.

20. Indemnification and Insurance; Legal Expenses. During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

(SIGNATURE PAGE FOLLOWS)

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

TRANSDIGM GROUP INCORPORATED
By:
Name:	W. Nicholas Howley
Title:	Chief Executive Officer
EXECUTIVE
Rodrigo Rubiano

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kevin Stein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TransDigm Group Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second 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.

Date: May 4, 2018

/s/ Kevin Stein

Name: Kevin Stein

Title: President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James Skulina, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TransDigm Group Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second 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.

Date: May 4, 2018

/s/ James Skulina

Name: James Skulina

Title: Executive Vice President and Interim Chief

Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TransDigm Group Incorporated (the “Company”) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Stein, President and Chief Executive Officer (Principal Executive Officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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.

Date: May 4, 2018

/s/ Kevin Stein

Name: Kevin Stein

Title: President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TransDigm Group Incorporated (the “Company”) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Skulina, Executive Vice President and Interim Chief Financial Officer (Principal Financial and Accounting Officer) certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

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.

Date: May 4, 2018

/s/ James Skulina

Name: James Skulina

Title: Executive Vice President and Interim Chief

Financial Officer (Principal Financial and Accounting Officer)

XML

Document and Entity Information Document - shares	6 Months Ended
	Mar. 31, 2018	Apr. 30, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Trading Symbol	TDG
Entity Registrant Name	TRANSDIGM GROUP INC
Entity Central Index Key	0001260221
Current Fiscal Year End Date	--09-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		52,430,416

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 1,011,007	$ 650,561
Trade accounts receivable - Net	644,985	636,127
Inventories - Net	767,232	730,681
Assets held-for-sale	0	77,500
Prepaid expenses and other	46,880	38,683
Total current assets	2,470,104	2,133,552
PROPERTY, PLANT AND EQUIPMENT - NET	352,456	324,924
GOODWILL	5,758,705	5,745,338
OTHER INTANGIBLE ASSETS - NET	1,700,409	1,717,862
OTHER	113,003	53,985
TOTAL ASSETS	10,394,677	9,975,661
CURRENT LIABILITIES:
Current portion of long-term debt	69,147	69,454
Short-term borrowings - trade receivable securitization facility	299,833	299,587
Accounts payable	151,709	148,761
Accrued liabilities	292,146	335,888
Liabilities held-for-sale	0	17,304
Total current liabilities	812,835	870,994
LONG-TERM DEBT	11,365,790	11,393,620
DEFERRED INCOME TAXES	359,342	500,949
OTHER NON-CURRENT LIABILITIES	166,047	161,302
Total liabilities	12,704,014	12,926,865
STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 56,513,989 and 56,093,659 at March 31, 2018 and September 30, 2017, respectively	565	561
Additional paid-in capital	1,143,715	1,095,319
Accumulated deficit	(2,684,832)	(3,187,220)
Accumulated other comprehensive income (loss)	6,519	(85,143)
Treasury stock, at cost; 4,161,326 and 4,159,207 shares at March 31, 2018 and September 30, 2017, respectively	(775,304)	(774,721)
Total stockholders’ deficit	(2,309,337)	(2,951,204)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 10,394,677	$ 9,975,661

XML

Condensed Consolidated Balance Sheets Parenthetical - $ / shares	Mar. 31, 2018	Sep. 30, 2017
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	224,400,000	224,400,000
Common Stock, Shares, Issued	56,513,989	56,093,659
Treasury Stock, Shares	4,161,326	4,159,207

XML

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
NET SALES	$ 933,070	$ 868,728	$ 1,781,030	$ 1,682,746
COST OF SALES	398,996	379,291	770,306	749,054
GROSS PROFIT	534,074	489,437	1,010,724	933,692
SELLING AND ADMINISTRATIVE EXPENSES	107,526	100,857	214,054	202,572
AMORTIZATION OF INTANGIBLE ASSETS	17,457	22,032	34,569	47,563
INCOME FROM OPERATIONS	409,091	366,548	762,101	683,557
INTEREST EXPENSE - NET	161,266	147,842	322,199	293,846
REFINANCING COSTS	638	3,507	1,751	35,591
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	247,187	215,199	438,151	354,120
INCOME TAX PROVISION	45,347	59,508	(75,700)	79,558
INCOME FROM CONTINUING OPERATIONS	201,840	155,691	513,851	274,562
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX	(5,562)	(186)	(2,798)	(186)
NET INCOME	196,278	155,505	511,053	274,376
NET INCOME APPLICABLE TO COMMON STOCK	$ 196,278	$ 155,505	$ 454,905	$ 178,405
Net earnings per share:
Net earnings per share from continuing operations--basic and diluted	$ 3.63	$ 2.78	$ 8.23	$ 3.17
Net loss per share from discontinued operations--basic and diluted	(0.10)	0.00	(0.05)	0.00
Net earnings per share	3.53	2.78	8.18	3.17
Cash dividends paid per common share	$ 0.00	$ 0.00	$ 0.00	$ 24.00
Weighted-average shares outstanding:
Basic and diluted (in shares)	55,605	55,894	55,599	56,211

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Net income	$ 196,278	$ 155,505	$ 511,053	$ 274,376
Other comprehensive income, net of tax:
Foreign currency translation adjustments	23,036	8,050	28,188	(20,002)
Interest rate swap and cap agreements	45,226	2,179	63,474	40,954
Other comprehensive income, net of tax	68,262	10,229	91,662	20,952
TOTAL COMPREHENSIVE INCOME	$ 264,540	$ 165,734	$ 602,715	$ 295,328

XML

Condensed Consolidated Statement of Changes in Stockholders' Deficit - 6 months ended Mar. 31, 2018 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Treasury Stock
BALANCE (in shares) at Sep. 30, 2017	56,093,659	56,093,659
BALANCE (in shares) at Sep. 30, 2017	(4,159,207)					(4,159,207)
BALANCE at Sep. 30, 2017	$ (2,951,204)	$ 561	$ 1,095,319	$ (3,187,220)	$ (85,143)	$ (774,721)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unvested dividend equivalents and other	(8,665)			(8,665)
Compensation expense recognized for employee stock options and restricted stock	21,942		21,942
Exercise of employee stock options, restricted stock activity and other, net (in shares)		419,825				2,119
Exercise of employee stock options, restricted stock activity and other, net	25,726	$ 4	26,305			$ 583
Common stock issued (in shares)		505
Common stock issued	149		149
Net income	511,053			511,053
Foreign currency translation adjustments	28,188				28,188
Interest rate swaps and caps, net of tax	$ 63,474				63,474
BALANCE (in shares) at Mar. 31, 2018	56,513,989	56,513,989
BALANCE (in shares) at Mar. 31, 2018	(4,161,326)					(4,161,326)
BALANCE at Mar. 31, 2018	$ (2,309,337)	$ 565	$ 1,143,715	$ (2,684,832)	$ 6,519	$ (775,304)

XML

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017
OPERATING ACTIVITIES:
Net income	$ 511,053	$ 274,376
Net loss from discontinued operations	2,798	186
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	26,727	24,733
Amortization of intangible assets and product certification costs	34,882	47,975
Amortization of debt issuance costs, original issue discount and premium	10,594	10,170
Refinancing costs	1,751	35,591
Non-cash equity compensation	22,703	21,126
Deferred income taxes	(166,592)	346
Changes in assets/liabilities, net of effects from acquisitions of businesses:
Trade accounts receivable	5,864	3,108
Inventories	(16,337)	6,896
Income taxes receivable/payable	26,648	23,706
Other assets	(8,803)	(4,151)
Accounts payable	(624)	(17,545)
Accrued interest	883	(822)
Accrued and other liabilities	2,137	(35,195)
Net cash provided by operating activities	453,684	390,500
INVESTING ACTIVITIES:
Capital expenditures	(30,884)	(38,436)
Payments made in connection with acquisitions	(50,320)	(30,002)
Proceeds (payments made) from sale (purchase) of discontinued operations	57,686	(78,879)
Net cash used in investing activities	(23,518)	(147,317)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options	26,305	12,345
Special dividend and dividend equivalent payments	(56,148)	(1,375,998)
Treasury stock purchased	0	339,833
Proceeds from term loans, net	793,042	1,132,774
Repayment on term loans	(833,052)	(32,302)
Cash tender and redemption of senior subordinated notes due 2021, including premium	0	(528,847)
Proceeds from additional senior subordinated notes due 2025, net	0	301,006
Other	(2,155)	(10,745)
Net cash used in financing activities	(72,008)	(841,600)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	2,288	(3,188)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	360,446	(601,605)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	650,561	1,586,994
CASH AND CASH EQUIVALENTS, END OF PERIOD	1,011,007	985,389
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	310,949	289,311
Cash paid during the period for income taxes	$ 56,606	$ 55,544

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DESCRIPTION OF THE BUSINESS

6 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

DESCRIPTION OF THE BUSINESS

DESCRIPTION OF THE BUSINESS

Description of the Business – TransDigm Group Incorporated (“TD Group”), through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly every commercial and military aircraft in service today. TransDigm Inc., along with TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the “Company” or “TransDigm”), offers a broad range of proprietary aerospace components. TD Group has no significant assets or operations other than its 100% ownership of TransDigm Inc. TD Group’s common stock is listed on the New York Stock Exchange, or the NYSE, under the trading symbol “TDG.”

Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.

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UNAUDITED INTERIM FINANCIAL INFORMATION

6 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

UNAUDITED INTERIM FINANCIAL INFOMRATION

UNAUDITED INTERIM FINANCIAL INFORMATION

The financial information included herein is unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations and cash flows for the interim periods presented. These financial statements and notes should be read in conjunction with the financial statements and related notes for the year ended September 30, 2017 included in TD Group’s Form 10-K filed on November 13, 2017. As disclosed therein, the Company’s annual consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). The September 30, 2017 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the twenty-six week period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year.

Certain reclassifications have been made to the prior year financial statements to conform to current year presentation related to the designation of Schroth as discontinued operations beginning in the fourth quarter of fiscal 2017 (refer to Note 14, "Discontinued Operations," for further information) and an organizational realignment effective October 1, 2017 of certain businesses comprising the Power & Control and the Non-Aviation segments.

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ACQUISITIONS

6 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS AND DIVESTITURES

During the twenty-six week period ended March 31, 2018, the Company completed the acquisition of the Kirkhill elastomers business ("Kirkhill") from Esterline Technologies. During the fiscal year ended September 30, 2017, the Company completed the acquisitions of three separate aerospace product lines (collectively, the "Third Quarter 2017 Acquisitions"). The Company accounted for the acquisitions using the acquisition method and included the results of operations of the acquisitions in its condensed consolidated financial statements from the effective date of each acquisition. As of March 31, 2018, the one-year measurement period is open for Kirkhill and the Third Quarter 2017 Acquisitions; therefore, the assets acquired and liabilities assumed related to these acquisitions are subject to adjustment until the end of their respective one-year measurement periods. Pro forma net sales and results of operations for the acquisitions had they occurred at the beginning of the applicable twenty-six week period ended March 31, 2018 or April 1, 2017 are not material and, accordingly, are not provided.

The acquisitions strengthen and expand the Company’s position to design, produce and supply highly engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategies (obtaining profitable new business, improving our cost structure, and providing highly engineered value-added products to customers). The purchase price paid for each acquisition reflects the current earnings before interest, taxes, depreciation and amortization (EBITDA) and cash flows, as well as the future EBITDA and cash flows expected to be generated by the business, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 25 to 30 years.

Kirkhill – On March 15, 2018, the Company acquired the assets and certain liabilities of the Kirkhill elastomers business from Esterline Technologies for a total purchase price of approximately $50 million in cash subject to purchase price adjustments. Kirkhill's products are primarily proprietary, sole source with significant aftermarket content and used in a broad variety of most major commercial transport and military platforms. Kirkhill is also well represented on newer commercial platforms such as Boeing’s 787, 777X and 737MAX; Airbus’s A320NEO and A350; as well as the military JSF. Kirkhill is included in TransDigm's Airframe segment. The Company expects that no goodwill recognized for the acquisition will be deductible for tax purposes.

Third Quarter 2017 Acquisitions – The Third Quarter 2017 Acquisitions were acquired for an aggregate purchase price of approximately $106.7 million in cash, which includes working capital settlements totaling $1.0 million paid in the third and fourth quarters of 2017 and an earn-out of $0.4 million paid in the second quarter of 2018. All three product lines consist primarily of proprietary, sole source products with significant aftermarket content. The products include highly engineered aerospace controls, quick disconnect couplings, and communication electronics. Each product line acquired was consolidated into an existing TransDigm reporting unit within TransDigm's Power & Control segment. The Company expects that approximately $66 million of goodwill recognized for the acquisitions will be deductible for tax purposes over 15 years and approximately $9 million of goodwill recognized for the acquisitions will not be deductible for tax purposes.

Schroth – On February 22, 2017, the Company acquired all of the outstanding stock of Schroth Safety Products GmbH and certain aviation and defense assets and liabilities from subsidiaries of Takata Corporation (collectively, "Schroth"), for a total purchase price of approximately $89.7 million, which consisted primarily of $79.7 million paid in cash during fiscal 2017 and an approximately $9.0 million indemnity holdback, of which $8.5 million was paid in April 2018.

In connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition, during the fourth quarter of 2017, the Company committed to dispose of the Schroth business. Therefore, Schroth was classified as held-for-sale beginning in the fourth quarter of 2017. The results of operations of Schroth are reflected as discontinued operations in the accompanying condensed consolidated financial statements.

On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. Further disclosure related to Schroth’s discontinued operations is included in Note 14.

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RECENT ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which created a new topic in the Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers.” In addition to superseding and replacing nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance, ASC 606 establishes a new control-based revenue recognition model. The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018, which is the Company’s planned date of adoption. The Company expects to use the modified retrospective method. The Company is continuing to evaluate the impact of the standard. For each reporting unit, we have evaluated a representative sample of contracts and other agreements with our customers and evaluated the provisions contained within these contracts and agreements in consideration of the five step model specified within ASC 606. We are in the process of documenting the impact of the standard on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We continue to make progress on our assessment of ASC 606 and are also in the process of evaluating the impact, if any, on changes to our business processes, systems, and controls to support recognition and disclosure requirements under ASC 606.

In February 2016, the FASB issued ASU 2016-02, “Leases (ASC 842),” which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability.  The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2019, with early adoption permitted.  The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)," which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments," which clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The Company elected to early adopt this standard in the fourth quarter of fiscal 2017. The adoption of this standard did not have a material impact on its consolidated statement of cash flows.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” to eliminate Step 2 from the goodwill impairment test in order to simplify the subsequent measurement of goodwill. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on its consolidated financial statements and disclosures.

In March 2017, the FASB issued ASU 2017-07, "Compensation—Retirement Benefits (ASC 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," that will change how employers that sponsor defined benefit and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement.The standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, "Compensation—Stock Compensation (ASC 718): Scope of Modification Accounting," which provides clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in ASC 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (ASC 815): Targeted Improvements to Accounting for Hedging Activities,” which amends the FASB’s hedge accounting model to enable entities to better portray their risk management activities in financial statements. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. ASU 2017-12 is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018, with early adoption permitted. As early adoption is permissible, the Company adopted the pronouncement beginning October 1, 2017. Changes were applied prospectively in accordance with the standard and prior periods were not adjusted. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which gives entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (the "Act") into retained earnings. The guidance allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded tax effects resulting from the Act's new federal corporate income tax rate. The guidance also allows entities to elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes, changing from a worldwide tax system to a territorial system). Tax effects that are stranded in accumulated other comprehensive income for other reasons (e.g., prior changes in tax law, a change in valuation allowance) may not be reclassified. The standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. Entities have the option to apply the guidance retrospectively or in the period of adoption. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The ASU adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. We have accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our condensed consolidated financial statements. Refer to Note 9, "Income Taxes," for further information.

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EARNINGS PER SHARE (TWO-CLASS METHOD)

6 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

EARNINGS PER SHARE (TWO-CLASS METHOD)

EARNINGS PER SHARE (TWO-CLASS METHOD)

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Thirteen Week Periods Ended						Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
Numerator for earnings per share:
Net income from continuing operations	$	201,840		$	155,691		$	513,851		$	274,562
Less dividends paid on participating securities	—			—			(56,148		)	(95,971		)
	$	201,840		$	155,691		$	457,703		$	178,591
Net loss from discontinued operations	(5,562		)	(186		)	(2,798		)	(186		)
Net income applicable to common stock - basic and diluted	$	196,278		$	155,505		$	454,905		$	178,405
Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding	52,229			52,849			52,127			53,108
Vested options deemed participating securities	3,376			3,045			3,472			3,103
Total shares for basic and diluted earnings per share	55,605			55,894			55,599			56,211
Net earnings per share from continuing operations - basic and diluted	$	3.63		$	2.78		$	8.23		$	3.17
Net loss per share from discontinued operations - basic and diluted	$	(0.10	)	$	—		(0.05		)	—
Net earnings per share	$	3.53		$	2.78		$	8.18		$	3.17

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INVENTORIES

6 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories are stated at the lower of cost or market. Cost of inventories is generally determined by the average cost and the first-in, first-out (FIFO) methods and includes material, labor and overhead related to the manufacturing process.

Inventories consist of the following (in thousands):

	March 31, 2018			September 30, 2017
Raw materials and purchased component parts	$	517,910		$	496,899
Work-in-progress	204,940			187,009
Finished goods	134,762			131,548
Total	857,612			815,456
Reserves for excess and obsolete inventory	(90,380		)	(84,775		)
Inventories - Net	$	767,232		$	730,681

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INTANGIBLE ASSETS

6 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

INTANGIBLE ASSETS

Other intangible assets - net in the condensed consolidated balance sheets consist of the following (in thousands):

	March 31, 2018						September 30, 2017
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Trademarks and trade names	$	742,028	$	—	$	742,028	$	729,931	$	—	$	729,931
Technology	1,292,753		383,509		909,244		1,292,719		351,638		941,081
Order backlog	8,700		2,252		6,448		29,000		26,668		2,332
Other	63,382		20,693		42,689		63,599		19,081		44,518
Total	$	2,106,863	$	406,454	$	1,700,409	$	2,115,249	$	397,387	$	1,717,862

Intangible assets acquired during the twenty-six week period ended March 31, 2018 were as follows (in thousands):

	Gross Amount		Amortization Period
Intangible assets not subject to amortization:
Goodwill	$	2,218
Trademarks and trade names	10,000
	12,218
Intangible assets subject to amortization:
Technology	2,000		20 years
Order backlog	6,000		1 year
	8,000		5.8 years
Total	$	20,218

The aggregate amortization expense on identifiable intangible assets for the twenty-six week periods ended March 31, 2018 and April 1, 2017 was approximately $34.6 million and $47.6 million, respectively. The estimated amortization expense is $71.9 million for fiscal year 2018, $70.2 million for fiscal year 2019, and $67.2 million for each of the four succeeding fiscal years 2020 through 2023.

The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2017 through March 31, 2018 (in thousands):

	Power & Control			Airframe		Non- aviation		Total
Balance - September 30, 2017	$	3,269,981		$	2,382,082	$	93,275	$	5,745,338
Goodwill acquired during the year	—			2,218		—		2,218
Purchase price allocation adjustments	4,508			—		—		4,508
Currency translation adjustment	—			6,645		—		6,645
Other	(191		)	187		—		(4		)
Balance - March 31, 2018	$	3,274,298		$	2,391,132	$	93,275	$	5,758,705

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DEBT

6 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

DEBT

DEBT

The Company’s debt consists of the following (in thousands):

	March 31, 2018
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(167	)	$	—		$	299,833
Term loans	$	6,938,145	$	(60,435	)	$	(18,221	)	$	6,859,489
5 1/2% senior subordinated notes due 2020 (2020 Notes)	550,000		(2,715		)	—			547,285
6% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(6,221		)	—			1,143,779
6 1/2% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(7,454		)	—			1,192,546
6 1/2% senior subordinated notes due 2025 (2025 Notes)	750,000		(3,769		)	3,909			750,140
6 3/8% senior subordinated notes due 2026 (2026 Notes)	950,000		(8,302		)	—			941,698
	11,538,145		(88,896		)	(14,312		)	11,434,937
Less current portion	69,685		(538		)	—			69,147
Long-term debt	$	11,468,460	$	(88,358	)	$	(14,312	)	$	11,365,790

	September 30, 2017
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(413	)	$	—		$	299,587
Term loans	$	6,973,009	$	(64,104	)	$	(18,948	)	$	6,889,957
2020 Notes	550,000		(3,243		)	—			546,757
2022 Notes	1,150,000		(6,941		)	—			1,143,059
2024 Notes	1,200,000		(8,042		)	—			1,191,958
2025 Notes	750,000		(4,033		)	4,182			750,149
2026 Notes	950,000		(8,806		)	—			941,194
	11,573,009		(95,169		)	(14,766		)	11,463,074
Less current portion	70,031		(577		)	—			69,454
Long-term debt	$	11,502,978	$	(94,592	)	$	(14,766	)	$	11,393,620

Accrued interest was $83.1 million and $82.2 million as of March 31, 2018 and September 30, 2017, respectively.

Amendment No.4 to the Second Amended and Restated Credit Agreement - On November 30, 2017, the Company entered into Amendment No. 4 to the Second Amended and Restated Credit Agreement. Pursuant to Amendment No. 4, TransDigm, among other things, converted approximately $798 million of existing tranche D term loans into additional tranche F term loans and decreased the margin applicable to the existing tranche E term loans and tranche F term loans to LIBO rate plus 2.75% per annum. The terms and conditions (other than maturity date) that apply to the tranche F term loans, including pricing, are substantially the same as the terms and conditions that apply to the tranche D term loans immediately prior to Amendment No. 4.

The Company capitalized $2.9 million and expensed $0.7 million of refinancing costs representing debt issuance costs associated with Amendment No. 4 during the twenty-six week period ended March 31, 2018. Additionally, the Company wrote off $0.5 million in unamortized debt issuance costs related to the tranche D term loans that were converted to tranche F term loans and wrote off $0.2 million in unamortized debt issuance costs related to the tranche F terms loans.

Refinancing Facility Agreement to the Second Amended and Restated Credit Agreement -On February 22, 2018, the Company entered into a refinancing facility agreement. TransDigm, among other things,incurred new tranche G term loans in an aggregate principal amount equal to $1,809 million and repaid in full all of the existing tranche G term loans outstanding under the Second and Amended Restated Credit Agreement immediately prior to the refinancing facility agreement. The refinancing facility agreement also decreased the margin applicable to the tranche G term loans to LIBO rate plus2.5%per annum. The terms and conditions that apply to the tranche G term loans, including pricing, are substantially the same as the terms and conditions that apply to the tranche G term loans immediately prior to the refinancing facility agreement.

The Company capitalized $0.5 million and expensed $0.2 million of refinancing costs representing debt issuance costs associated with the refinancing facility agreement during the twenty-six week period ended March 31, 2018. Additionally, the Company wrote off $0.2 million in unamortized debt issuance costs related to the tranche G terms loans.

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INCOME TAXES

6 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017. The Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign-sourced earnings. The rate change is administratively effective at the beginning of our fiscal year (October 1, 2017), using a blended rate for the annual period. As a result, the blended statutory tax rate for the year is 24.5%. At March 31, 2018, we had not completed our accounting for the tax effects of enactment of the Act; however, in certain cases, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. We have recognized a provisional benefit amount of $170.2 million related to the remeasurement of our deferred tax balance for the twenty-six week period ended March 31, 2018. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. In addition, we have recognized a provisional expense amount of $23.1 million for our one-time transition tax liability for the twenty-six week period ended March 31, 2018. The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") that we previously deferred from U.S. income taxes and is based in part on the amount of those earnings held in cash and other specified assets. However, we continue to refine the calculation of the total post-1986 E&P for our foreign subsidiaries. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from US federal taxation and finalize the amounts held in cash or other specified assets. As a result of the Act, we recognized a net provisional benefit amount of $147.1 million as a discrete tax benefit, which is included as a component of income tax expense from continuing operations for the twenty-six week period ended March 31, 2018.

At the end of each reporting period, TD Group makes an estimate of its annual effective income tax rate. The estimate used in the year-to-date period may change in subsequent periods. During the thirteen week periods ended March 31, 2018 and April 1, 2017, the effective income tax rate was 18.3% and 27.7%, respectively. During the twenty-six week periods ended March 31, 2018 and April 1, 2017, the effective income tax rate was (17.3)% and 22.5%, respectively. The Company's lower effective tax rate for the thirteen week ended March 31, 2018 was primarily due to the reduction in the U.S. federal corporate statutory rate related to the enactment of the Act. The Company’s lower effective tax rate for the twenty-six week period ended March 31, 2018 was primarily due to the reduction in the U.S. federal corporate tax rate as well as discrete adjustments related to the enactment of the Act described above. The Company’s effective tax rate for the thirteen and twenty-six week periods ended March 31, 2018 was lower than the Federal statutory tax rate primarily due to enactment of the Act described above. The Company’s effective tax rate for the thirteen and twenty-six periods ended April 1, 2017 was lower than the Federal statutory tax rate primarily due to excess tax benefits from share based payments, the domestic manufacturing deduction and foreign earnings taxed at rates lower than the U.S. statutory rate.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions as well as foreign jurisdictions located in Belgium, Canada, China, France, Germany, Hong Kong, Hungary, Japan, Malaysia, Mexico, Norway, Singapore, Sri Lanka, Sweden and the United Kingdom. The Company is no longer subject to U.S. federal examinations for years before fiscal 2014. The Company is currently under U.S. federal examination for fiscal 2014. In addition, the Company is subject to state income tax examinations for fiscal years 2009 and later.

At March 31, 2018 and September 30, 2017, TD Group had $8.8 million and $8.7 million in unrecognized tax benefits, the recognition of which would have an effect of approximately $8.7 million on the effective tax rate at March 31, 2018 and September 30, 2017, respectively. The Company believes the tax positions that comprise the unrecognized tax benefits will be reduced by approximately $0.6 million over the next 12 months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

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FAIR VALUE MEASUREMENTS

6 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following summarizes the carrying amounts and fair values of financial instruments (in thousands):

		March 31, 2018				September 30, 2017
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	1,011,007	$	1,011,007	$	650,561	$	650,561
Interest rate cap agreements (1)	2	27,343		27,343		12,904		12,904
Interest rate swap agreements (2)	2	2,507		2,507		—		—
Interest rate swap agreements (1)	2	41,719		41,719		2,905		2,905
Liabilities:
Interest rate swap agreements (3)	2	1,533		1,533		20,740		20,740
Interest rate swap agreements (4)	2	54		54		9,731		9,731
Short-term borrowings - trade receivable securitization facility (5)	1	299,833		299,833		299,587		299,587
Long-term debt, including current portion:
Term loans (5)	2	6,859,489		6,935,358		6,889,957		6,965,628
2020 Notes (5)	1	547,285		552,750		546,757		558,250
2022 Notes (5)	1	1,143,779		1,173,000		1,143,059		1,178,750
2024 Notes (5)	1	1,192,546		1,230,000		1,191,958		1,236,000
2025 Notes (5)	1	750,140		765,218		750,149		776,807
2026 Notes (5)	1	941,698		954,750		941,194		971,375

⁽¹⁾  Included in other non-current assets on the condensed consolidated balance sheet.

⁽²⁾  Included in prepaid expenses and other on the condensed consolidated balance sheet.

⁽³⁾  Included in accrued liabilities on the condensed consolidated balance sheet.

⁽⁴⁾  Included in other non-current liabilities on the condensed consolidated balance sheet.

⁽⁵⁾  The carrying amount of the debt instrument is presented net of the debt issuance costs. Refer to Note 8, "Debt," for gross carrying amounts.

The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were recognized using unobservable inputs.

Interest rate swaps were measured at fair value using quoted market prices for the swap interest rate indexes over the term of the swap discounted to present value versus the fixed rate of the contract. The interest rate caps were measured at fair value using implied volatility rates of each individual caplet and the yield curve for the related periods. The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s senior secured credit facility. The estimated fair values of the Company’s notes were based upon quoted market prices. There has not been any impact to the fair value of derivative liabilities due to the Company's own credit risk. Similarly, there has not been any impact to the fair value of derivative assets based on the Company's evaluation of counterparties' credit risks.

The fair value of cash and cash equivalents, trade accounts receivable-net and accounts payable approximated book value due to the short-term nature of these instruments at March 31, 2018 and September 30, 2017.

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DERIVATIVES AND HEDGING ACTIVITIES

6 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES AND HEDGING ACTIVITIES

DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to, among other things, the impact of changes in interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks and does not enter into such transactions for trading purposes. The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. The Company has agreements with each of its swap and cap counterparties that contain a provision whereby if the Company defaults on the credit facility the Company could also be declared in default on its swaps and caps, resulting in an acceleration of payment under the swaps and caps.

Interest rate swap and cap agreements are used to manage interest rate risk associated with floating-rate borrowings under our credit facility. The interest rate swap and cap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate basis through the expiration date of the interest rate swap and cap agreements, thereby reducing the impact of interest rate changes on future interest expense. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the term of the agreements without an exchange of the underlying principal amount. These derivative instruments qualify as effective cash flow hedges under GAAP. For these cash flow hedges, the effective portion of the gain or loss from the financial instruments was initially reported as a component of accumulated other comprehensive loss in stockholders’ deficit and subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during which the hedged item affected earnings. As the interest rate swap and cap agreements are used to manage interest rate risk, any gains or losses from the derivative instruments that are reclassified into earnings are recognized in interest expense - net in the condensed consolidated statements of income.

The following table summarizes the Company's interest rate swap agreements:

Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Conversion of Related Variable Rate Debt to Fixed Rate of:
$1,000	9/30/2014	6/30/2019	Tranche G	4.90% (2.40% plus the 2.50% margin percentage)
$400	9/30/2017	9/30/2022	Tranche G	4.40% (1.90% plus the 2.50% margin percentage)
$750	6/30/2020	6/30/2022	Tranche F	5.25% (2.50% plus the 2.75% margin percentage)
$500	12/30/2016	12/31/2021	Tranche F	4.65% (1.90% plus the 2.75% margin percentage)
$1,000	6/28/2019	6/30/2021	Tranche F	4.55% (1.80% plus the 2.75% margin percentage)
$750	3/31/2016	6/30/2020	Tranche F	5.55% (2.80% plus the 2.75% margin percentage)

The following table summarizes the Company's interest rate cap agreements:

Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Offsets Variable Rate Debt Attributable to Fluctuations Above:
$750	6/30/2020	6/30/2022	Tranche F	Three month LIBO rate of 2.50%
$400	12/30/2016	12/31/2021	Tranche F	Three month LIBO rate of 2.50%
$400	6/30/2016	6/30/2021	Tranche F	Three month LIBO rate of 2.00%
$750	9/30/2015	6/30/2020	Tranche E	Three month LIBO rate of 2.50%

All interest rate swap and cap agreements are recognized in our condensed consolidated balance sheets at fair value. Certain derivative asset and liability balances are offset where master netting agreements provide for the legal right of setoff. For classification purposes, we record the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net long-term asset or liability. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the condensed consolidated balance sheet and the net amounts of assets and liabilities presented therein.

	March 31, 2018						September 30, 2017
	Asset			Liability			Asset			Liability
Interest rate cap agreements	$	27,343		$	—		$	12,904		$	—
Interest rate swap agreements	46,604			(3,965		)	9,235			(36,801		)
Total	73,947			(3,965		)	22,139			(36,801		)
Effect of counterparty netting	(2,378		)	2,378			(6,330		)	6,330
Net derivatives as classified in the balance sheet (1)	$	71,569		$	(1,587	)	$	15,809		$	(30,471	)

⁽¹⁾  Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements.

Based on the fair value amounts of the interest rate swap and cap agreements determined as of March 31, 2018, the estimated net amount of existing gains and losses and caplet amortization expected to be reclassified into interest expense within the next twelve months is approximately $2.1 million.

Effective September 30, 2016, the Company redesignated the interest rate cap agreements related to the $400 million and the $750 million aggregate notional amount with cap rates of 2.0% and 2.5%, respectively, based on the expected probable cash flows associated with the 2016 term loans and 2015 term loans in consideration of the Company’s ability to select one-month, two-month, three-month, or six-month LIBO rate set forth in the Second Amended and Restated Credit Agreement.  Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into interest expense was $2.0 million and $1.9 million for the twenty-six week periods ended March 31, 2018 and April 1, 2017, respectively. The accumulated other comprehensive loss to be reclassified into interest expense over the remaining term of the cap agreements is $8.9 million with a related tax benefit of $2.4 million as of March 31, 2018.

Effective December 30, 2017, the Company redesignated the existing interest rate swap agreements related to the $750 million, $500 million, $1,000 million and $750 million aggregate notional amounts with swap rates of 5.25%, 4.65%, 4.55% and 5.55%, respectively, based on the expected probable cash flows associated with the tranche F term loans in consideration of the Company’s removal of the LIBO rate floor on the tranche F term loans as set forth in Amendment No. 4 to the Second Amended and Restated Credit Agreement.  Accordingly, the amount recorded as a component of accumulated other comprehensive loss in stockholders’ deficit related to these redesignated interest rate swap hedges will be amortized into earnings based on the original maturity date of the related interest rate swap agreements. Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into interest expense was $0.3 million for the twenty-six week period ended March 31, 2018. The accumulated other comprehensive gain to be reclassified into interest expense over the remaining term of the swap agreements is immaterial.

Effective March 31, 2018, the Company redesignated the existing interest rate swap agreements related to the $1,000 million and the $400 million aggregate notional amount with swap rates of 4.90% and 4.40%, respectively, based on the expected probable cash flows associated with the tranche G term loans in consideration of the Company’s removal of the LIBO rate floor on the tranche G term loans as set forth in the refinancing facility agreement dated February 22, 2018 related to the Second Amended and Restated Credit Agreement.  Accordingly, the amount recorded as a component of accumulated other comprehensive loss in stockholders’ deficit related to these redesignated interest rate swap hedges of approximately $12.8 million with a related tax expense of $3.1 million as of March 31, 2018, will be amortized into earnings based on the original maturity date of the related interest rate swap agreements.

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SEGMENTS

6 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

SEGMENTS

SEGMENTS

The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation.

The Power & Control segment includes operations that primarily develop, produce and market systems and components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. Major product offerings include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, databus and power controls, high performance hoists, winches and lifting devices and cargo loading and handling systems. Primary customers of this segment are engine and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Airframe segment includes operations that primarily develop, produce and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. Major product offerings include engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes and cargo delivery systems. Primary customers of this segment are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets. Major product offerings include seat belts and safety restraints for ground transportation applications, mechanical/electro-mechanical actuators and controls for space applications, refueling systems for heavy equipment used in mining, construction and other industries and turbine controls for the energy and oil and gas markets. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and electric utilities.

The primary measurement used by management to review and assess the operating performance of each segment is EBITDA As Defined. The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including refinancing costs, acquisition-related costs, transaction-related costs and non-cash compensation charges incurred in connection with the Company’s stock option plans. Acquisition-related costs represent accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold; costs incurred to integrate acquired businesses and product lines into the Company’s operations, facility relocation costs and other acquisition-related costs; transaction related costs comprising deal fees; legal, financial and tax diligence expenses and valuation costs that are required to be expensed as incurred and other acquisition accounting adjustments.

EBITDA As Defined is not a measurement of financial performance under GAAP. Although the Company uses EBITDA As Defined to assess the performance of its business and for various other purposes, the use of this non-GAAP financial measure as an analytical tool has limitations, and it should not be considered in isolation or as a substitute for analysis of the Company’s results of operations as reported in accordance with GAAP.

The Company’s segments are reported on the same basis used internally for evaluating performance and for allocating resources. The accounting policies for each segment are the same as those described in the summary of significant accounting policies in the Company’s consolidated financial statements. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers that is eliminated in consolidation. Intersegment sales were insignificant for the periods presented below. Certain corporate-level expenses are allocated to the operating segments.

Effective October 1, 2017, the Company made an organizational realignment of certain businesses comprising the Power & Control, Airframe and the Non-Aviation segments. Operating results for the thirteen and twenty-six week periods ended April 1, 2017 and total assets as of September 30, 2017 were reclassified to conform to the presentation for the thirteen and twenty-six week periods ended March 31, 2018.

The following table presents net sales by reportable segment (in thousands):

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
Net sales to external customers
Power & Control	$	528,460	$	473,952	$	1,011,178	$	909,784
Airframe	369,783		360,509		703,175		709,173
Non-aviation	34,827		34,267		66,677		63,789
	$	933,070	$	868,728	$	1,781,030	$	1,682,746

The following table reconciles EBITDA As Defined by segment to consolidated income from continuing operations before income taxes (in thousands):

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
EBITDA As Defined
Power & Control	$	275,562	$	232,828	$	520,337	$	445,746
Airframe	186,006		182,980		344,425		351,509
Non-aviation	10,321		11,391		19,317		20,668
Total segment EBITDA As Defined	471,889		427,199		884,079		817,923
Unallocated corporate expenses	8,766		5,523		19,423		15,053
Total Company EBITDA As Defined	463,123		421,676		864,656		802,870
Depreciation and amortization expense	30,970		34,661		61,609		72,708
Interest expense - net	161,266		147,842		322,199		293,846
Acquisition-related costs	4,485		7,752		6,559		26,320
Stock compensation expense	11,590		11,105		22,703		21,126
Refinancing costs	638		3,507		1,751		35,591
Other, net	6,987		1,610		11,684		(841		)
Income from continuing operations before income taxes	$	247,187	$	215,199	$	438,151	$	354,120

The following table presents total assets by segment (in thousands):

	March 31, 2018		September 30, 2017
Total assets
Power & Control	$	5,177,803	$	5,135,459
Airframe	4,021,406		3,923,172
Non-aviation	226,005		224,936
Corporate	969,463		614,594
Assets of discontinued operations	—		77,500
	$	10,394,677	$	9,975,661

The Company’s sales principally originate from the United States, and the Company’s long-lived assets are principally located in the United States.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

6 Months Ended

Mar. 31, 2018

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table presents the components of accumulated other comprehensive (loss) income, net of taxes, for the twenty-six week period ended March 31, 2018 (in thousands):

	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1)			Defined benefit pension plan activity			Currency translation adjustment			Total
Balance at September 30, 2017	$	(26,669	)	$	(16,365	)	$	(42,109	)	$	(85,143	)
Current-period other comprehensive gain	61,827			—			28,188			90,015
Amounts reclassified from AOCI related to interest rate swap and cap agreements	1,647			—			—			1,647
Balance at March 31, 2018	$	36,805		$	(16,365	)	$	(13,921	)	$	6,519

⁽¹⁾  Unrealized gain represents interest rate swap and cap agreements, net of taxes of $(14,290) and $(1,310) for the thirteen week periods ended March 31, 2018 and April 1, 2017 and $(24,725) and $(24,427) for the twenty-six week periods ended March 31, 2018 and April 1, 2017, respectively.

A summary of reclassifications out of accumulated other comprehensive (loss) income for the twenty-six week periods ended March 31, 2018 and April 1, 2017 is provided below (in thousands):

	Amount reclassified
	Twenty-Six Week Periods Ended
Description of reclassifications out of accumulated other comprehensive (loss) income	March 31, 2018			April 1, 2017
Amortization from redesignated interest rate swap and cap agreements (1)	$	2,213		$	1,913
Deferred tax benefit from redesignated interest rate swap and cap agreements	(566		)	(715		)
Losses reclassified into earnings, net of tax	$	1,647		$	1,198

⁽¹⁾  This component of accumulated other comprehensive (loss) income is included in interest expense (see Note 11, “Derivatives and Hedging Activities,” for additional information).

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DISCONTINUED OPERATIONS

6 Months Ended

Mar. 31, 2018

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

DISCONTINUED OPERATIONS

In connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition, during the fourth quarter of 2017, the Company committed to dispose of the Schroth business.  Therefore, Schroth was classified as held-for-sale in the fourth quarter of 2017. The results of operations of Schroth are reflected as discontinued operations in the accompanying consolidated financial statements for all periods presented. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. The Company previously acquired Schroth in February 2017 (refer to Note 3, “Acquisitions and Divestitures”).

The loss from discontinued operations was $5.6 million and $2.8 million in the condensed consolidated statements of income for the thirteen and twenty-six week periods ended March 31, 2018. The loss from discontinued operations was $0.2 million in the condensed consolidated statements of income for the thirteen and twenty-six week periods ended April 1, 2017. Previously, in the fourth quarter of 2017, we recorded a $32.0 million impairment charge to write down the Schroth assets to fair value. The impairment charge was based on an internal assessment of the recovery of Schroth’s assets. The following is the summarized operating results for Schroth for the thirteen and twenty-six week periods ended March 31, 2018 and April 1, 2017 (in thousands):

	Thirteen Week Period Ended						Twenty-six Week Period Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
Net sales	$	2,679		$	4,504		$	11,808		$	4,504
(Loss) income from discontinued operations before income taxes	(456		)	(186		)	354			(186		)
Income tax benefit	62			—			2,016			—
(Loss) income from discontinued operations, net of tax	(394		)	(186		)	2,370			(186		)
Net loss on sale of discontinued operations, net of tax	(5,168		)	—			(5,168		)	—
Loss from discontinued operations	$	(5,562	)	$	(186	)	$	(2,798	)	$	(186	)

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SUBSEQUENT EVENTS (Notes)

6 Months Ended

Mar. 31, 2018

Subsequent Event [Line Items]

Subsequent Events [Text Block]

SUBSEQUENT EVENTS

On April 24, 2018, the Company completed the acquisition of Extant Components Group Holdings, Inc. (“Extant”), a portfolio company of Warburg Pincus LLC, for approximately $525 million, subject to adjustment. TransDigm financed the acquisition with cash on hand. Extant provides a broad range of proprietary aftermarket products and repair and overhaul services to the aerospace and defense end markets. Extant will be included in TransDigm's Power & Control segment.

Extant is owned by an equity fund sponsored by Warburg Pincus LLC. Michael Graff, a director of TransDigm, is a managing director of Warburg Pincus LLC and is chairman of the board of Extant.  Robert Henderson, Vice Chairman of TransDigm, is also on the board of Extant and owns less than 2% of Extant on a fully diluted basis. In addition, Mr. Graff, Mr. W. Nicholas Howley, TransDigm's Executive Chairman, and Messrs. Douglas Peacock and David Barr, directors of TransDigm, each have minority interests of less than 1% in the Warburg Pincus LLC fund that owns Extant.

On May 1, 2018, the Company launched a proposed offering of $500 million aggregate principal amount of senior subordinated notes due 2026 by TransDigm UK Holdings plc, its wholly-owned subsidiary, pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933. In the offering memorandum, the Company discloses that it expects to incur $700 million in additional tranche E term loans and reprice the existing tranche E term loans and tranche F term loans, in each case from existing and new lenders under the senior secured credit facilities.

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SUPPLEMENTAL GUARANTOR INFORMATION

6 Months Ended

Mar. 31, 2018

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

SUPPLEMENTAL GUARANTOR INFORMATION

SUPPLEMENTAL GUARANTOR INFORMATION

TransDigm’s 2020 Notes, 2022 Notes, 2024 Notes, 2025 Notes and 2026 Notes are jointly and severally guaranteed, on a senior subordinated basis, by TD Group and TransDigm Inc.’s 100% Domestic Restricted Subsidiaries, as defined in the Indentures. The following supplemental condensed consolidating financial information presents, in separate columns, the balance sheets of the Company as of March 31, 2018 and September 30, 2017 and its statements of income and comprehensive income and cash flows for the twenty-six week periods ended March 31, 2018 and April 1, 2017 for (i) TransDigm Group on a parent only basis with its investment in subsidiaries recorded under the equity method, (ii) TransDigm Inc. including its directly owned operations and non-operating entities, (iii) the Subsidiary Guarantors on a combined basis, (iv) Non-Guarantor Subsidiaries and (v) the Company on a consolidated basis.

Separate financial statements of TransDigm Inc. are not presented because TransDigm Inc.’s 2020 Notes, 2022 Notes, 2024 Notes, 2025 Notes and 2026 Notes are fully and unconditionally guaranteed on a senior subordinated basis by TD Group and all existing 100% owned domestic subsidiaries of TransDigm Inc. and because TD Group has no significant operations or assets separate from its investment in TransDigm Inc.

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,621		$	817,685		$	3,284	$	175,417	$	—		$	1,011,007
Trade accounts receivable - Net	—			—			13,998		652,816		(21,829		)	644,985
Inventories - Net	—			46,100			603,775		120,414		(3,057		)	767,232
Prepaid expenses and other	—			7,477			23,855		15,548		—			46,880
Total current assets	14,621			871,262			644,912		964,195		(24,886		)	2,470,104
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,323,958		)	10,255,472			8,266,878		2,698,962		(18,897,354		)	—
PROPERTY, PLANT AND  EQUIPMENT - NET	—			15,611			286,939		49,906		—			352,456
GOODWILL	—			82,553			5,006,108		670,044		—			5,758,705
OTHER INTANGIBLE ASSETS - NET	—			26,907			1,422,511		250,991		—			1,700,409
OTHER	—			78,068			29,107		5,828		—			113,003
TOTAL ASSETS	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,147		$	—	$	—	$	—		$	69,147
Short-term borrowings - trade receivable securitization facility	—			—			—		299,833		—			299,833
Accounts payable	—			16,951			116,868		37,513		(19,623		)	151,709
Accrued liabilities	—			113,827			128,807		49,512		—			292,146
Total current liabilities	—			199,925			245,675		386,858		(19,623		)	812,835
LONG-TERM DEBT	—			11,365,790			—		—		—			11,365,790
DEFERRED INCOME TAXES	—			300,255			113		58,974		—			359,342
OTHER NON-CURRENT LIABILITIES	—			68,538			69,243		28,266		—			166,047
Total liabilities	—			11,934,508			315,031		474,098		(19,623		)	12,704,014
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337		)	(604,635		)	15,341,424		4,165,828		(18,902,617		)	(2,309,337		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,416		$	439,473		$	(203	)	$	208,875	$	—		$	650,561
Trade accounts receivable - Net	—			—			25,069			652,807		(41,749		)	636,127
Inventories - Net	—			47,051			571,712			114,018		(2,100		)	730,681
Assets held-for-sale	—			—			6,428			71,072		—			77,500
Prepaid expenses and other	—			4,746			24,141			9,796		—			38,683
Total current assets	2,416			491,270			627,147			1,056,568		(43,849		)	2,133,552
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,953,620		)	10,263,999			7,599,210			966,675		(15,876,264		)	—
PROPERTY, PLANT AND EQUIPMENT - NET	—			16,032			261,434			47,458		—			324,924
GOODWILL	—			85,905			4,996,034			663,399		—			5,745,338
OTHER INTANGIBLE ASSETS - NET	—			27,620			1,438,006			252,236		—			1,717,862
OTHER	—			20,316			27,567			6,102		—			53,985
TOTAL ASSETS	$	(2,951,204	)	$	10,905,142		$	14,949,398		$	2,992,438	$	(15,920,113	)	$	9,975,661
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,454		$	—		$	—	$	—		$	69,454
Short-term borrowings - trade receivable securitization facility	—			—			—			299,587		—			299,587
Accounts payable	—			14,712			137,948			37,667		(41,566		)	148,761
Accrued liabilities	—			180,916			103,902			51,070		—			335,888
Liabilities held-for-sale	—			—			—			17,304		—			17,304
Total current liabilities	—			265,082			241,850			405,628		(41,566		)	870,994
LONG-TERM DEBT	—			11,393,620			—			—		—			11,393,620
DEFERRED INCOME TAXES	—			442,415			(99		)	58,633		—			500,949
OTHER NON-CURRENT LIABILITIES	—			61,347			73,245			26,710		—			161,302
Total liabilities	—			12,162,464			314,996			490,971		(41,566		)	12,926,865
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,951,204		)	(1,257,322		)	14,634,402			2,501,467		(15,878,547		)	(2,951,204		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,951,204	)	$	10,905,142		$	14,949,398		$	2,992,438	$	(15,920,113	)	$	9,975,661

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE TWENTY-SIX WEEK PERIOD ENDEDMARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
NET SALES	$	—		$	77,215		$	1,441,477		$	301,750	$	(39,412	)	$	1,781,030
COST OF SALES	—			43,858			577,494			188,366		(39,412		)	770,306
GROSS PROFIT	—			33,357			863,983			113,384		—			1,010,724
SELLING AND ADMINISTRATIVE EXPENSES	—			48,893			103,779			61,382		—			214,054
AMORTIZATION OF INTANGIBLE ASSETS	—			714			29,709			4,146		—			34,569
(LOSS) INCOME FROM OPERATIONS	—			(16,250		)	730,495			47,856		—			762,101
INTEREST EXPENSE (INCOME) - NET	—			318,138			(2		)	4,063		—			322,199
REFINANCING COSTS	—			1,751			—			—		—			1,751
EQUITY IN INCOME OF SUBSIDIARIES	(511,053		)	(562,544		)	—			—		1,073,597			—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	511,053			226,405			730,497			43,793		(1,073,597		)	438,151
INCOME TAX PROVISION	—			(284,648		)	202,265			6,683		—			(75,700		)
INCOME FROM CONTINUING OPERATIONS	511,053			511,053			528,232			37,110		(1,073,597		)	513,851
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			(17,869		)	15,071		—			(2,798		)
NET INCOME	$	511,053		$	511,053		$	510,363		$	52,181	$	(1,073,597	)	$	511,053
OTHER COMPREHENSIVE INCOME, NET OF TAX	91,662			64,166			9,719			55,674		(129,559		)	91,662
TOTAL COMPREHENSIVE INCOME	$	602,715		$	575,219		$	520,082		$	107,855	$	(1,203,156	)	$	602,715

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE TWENTY-SIX WEEK PERIOD ENDEDAPRIL 1, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	65,037		$	1,409,050		$	249,256		$	(40,597	)	$	1,682,746
COST OF SALES	—			36,230			605,288			148,133			(40,597		)	749,054
GROSS PROFIT	—			28,807			803,762			101,123			—			933,692
SELLING AND ADMINISTRATIVE EXPENSES	61			47,474			127,391			27,646			—			202,572
AMORTIZATION OF INTANGIBLE ASSETS	—			387			43,108			4,068			—			47,563
(LOSS) INCOME FROM OPERATIONS	(61		)	(19,054		)	633,263			69,409			—			683,557
INTEREST EXPENSE (INCOME) - NET	—			298,005			(31		)	(4,128		)	—			293,846
REFINANCING COSTS	—			35,591			—			—			—			35,591
EQUITY IN INCOME OF SUBSIDIARIES	(274,437		)	(629,721		)	—			—			904,158			—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	274,376			277,071			633,294			73,537			(904,158		)	354,120
INCOME TAX PROVISION	—			2,634			73,549			3,375			—			79,558
INCOME FROM CONTINUING OPERATIONS	274,376			274,437			559,745			70,162			(904,158		)	274,562
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			(423		)	237						(186		)
NET INCOME	$	274,376		$	274,437		$	559,322		$	70,399		$	(904,158	)	$	274,376
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	20,952			40,955			15,012			(59,324		)	3,357			20,952
TOTAL COMPREHENSIVE INCOME	$	295,328		$	315,392		$	574,334		$	11,075		$	(900,801	)	$	295,328

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWENTY-SIX WEEK PERIOD ENDEDMARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	—		$	(157,892	)	$	578,789		$	29,807		$	2,980		$	453,684
INVESTING ACTIVITIES:
Capital expenditures	—			(826		)	(27,370		)	(2,688		)	—			(30,884		)
Payments made in connection with acquisitions	—			(50,320		)	—			—			—			(50,320		)
Proceeds in connection with sale of discontinued operations	—			57,686			—			—			—			57,686
Net cash provided by (used in) investing activities	—			6,540			(27,370		)	(2,688		)	—			(23,518		)
FINANCING ACTIVITIES:
Intercompany activities	42,048			571,729			(547,932		)	(62,865		)	(2,980		)	—
Proceeds from exercise of stock options	26,305			—			—			—			—			26,305
Special dividend and dividend equivalent payments	(56,148		)	—			—			—			—			(56,148		)
Proceeds from term loans, net	—			793,042			—			—			—			793,042
Repayment on term loans	—			(833,052		)	—			—			—			(833,052		)
Other	—			(2,155		)	—			—			—			(2,155		)
Net cash provided by (used in) financing activities	12,205			529,564			(547,932		)	(62,865		)	(2,980		)	(72,008		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			2,288			—			2,288
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	12,205			378,212			3,487			(33,458		)	—			360,446
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,416			439,473			(203		)	208,875			—			650,561
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	14,621		$	817,685		$	3,284		$	175,417		$	—		$	1,011,007

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWENTY-SIX WEEK PERIOD ENDEDAPRIL 1, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(61	)	$	(332,771	)	$	720,181		$	2,035		$	1,116		$	390,500
INVESTING ACTIVITIES:
Capital expenditures				(829		)	(34,576		)	(3,031		)	—			(38,436		)
Payments made in connection with acquisitions				(30,002		)										(30,002		)
Payments made in connection with purchase of discontinued operations	—			(78,879		)	—			—			—			(78,879		)
Net cash used in investing activities	—			(109,710		)	(34,576		)	(3,031		)	—			(147,317		)
FINANCING ACTIVITIES:
Intercompany activities	1,691,169			(1,028,726		)	(693,345		)	32,018			(1,116		)	—
Proceeds from exercise of stock options	12,345			—			—			—			—			12,345
Special dividend and dividend equivalent payments	(1,375,998		)	—			—			—			—			(1,375,998		)
Treasury stock repurchased	(339,833		)	—			—			—			—			(339,833		)
Proceeds from term loans, net	—			1,132,774			—			—			—			1,132,774
Repayment on term loans	—			(32,302		)	—			—			—			(32,302		)
Proceeds from additional 2025 Notes offering, net	—			301,006			—			—			—			301,006
Cash tender and redemption of the 2021 Notes, including premium	—			(528,847		)	—			—			—			(528,847		)
Other	—			(10,745		)	—			—			—			(10,745		)
Net cash (used in) provided by financing activities	(12,317		)	(166,840		)	(693,345		)	32,018			(1,116		)	(841,600		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(3,188		)	—			(3,188		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(12,378		)	(609,321		)	(7,740		)	27,834			—			(601,605		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	13,560			1,421,251			8,808			143,375			—			1,586,994
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,182		$	811,930		$	1,068		$	171,209		$	—		$	985,389

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RECENT ACCOUNTING PRONOUNCEMENTS (Policies)

6 Months Ended

Mar. 31, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which created a new topic in the Accounting Standards Codification (“ASC”) 606, “Revenue From Contracts With Customers.” In addition to superseding and replacing nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance, ASC 606 establishes a new control-based revenue recognition model. The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018, which is the Company’s planned date of adoption. The Company expects to use the modified retrospective method. The Company is continuing to evaluate the impact of the standard. For each reporting unit, we have evaluated a representative sample of contracts and other agreements with our customers and evaluated the provisions contained within these contracts and agreements in consideration of the five step model specified within ASC 606. We are in the process of documenting the impact of the standard on our current accounting policies and practices in order to identify material differences, if any, that would result from applying the new requirements to our revenue contracts. We continue to make progress on our assessment of ASC 606 and are also in the process of evaluating the impact, if any, on changes to our business processes, systems, and controls to support recognition and disclosure requirements under ASC 606.

In February 2016, the FASB issued ASU 2016-02, “Leases (ASC 842),” which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability.  The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2019, with early adoption permitted.  The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)," which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments," which clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The Company elected to early adopt this standard in the fourth quarter of fiscal 2017. The adoption of this standard did not have a material impact on its consolidated statement of cash flows.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” to eliminate Step 2 from the goodwill impairment test in order to simplify the subsequent measurement of goodwill. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on its consolidated financial statements and disclosures.

In March 2017, the FASB issued ASU 2017-07, "Compensation—Retirement Benefits (ASC 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," that will change how employers that sponsor defined benefit and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement.The standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, "Compensation—Stock Compensation (ASC 718): Scope of Modification Accounting," which provides clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in ASC 718. The standard is effective for all entities for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (ASC 815): Targeted Improvements to Accounting for Hedging Activities,” which amends the FASB’s hedge accounting model to enable entities to better portray their risk management activities in financial statements. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. ASU 2017-12 is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018, with early adoption permitted. As early adoption is permissible, the Company adopted the pronouncement beginning October 1, 2017. Changes were applied prospectively in accordance with the standard and prior periods were not adjusted. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which gives entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (the "Act") into retained earnings. The guidance allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded tax effects resulting from the Act's new federal corporate income tax rate. The guidance also allows entities to elect to reclassify other stranded tax effects that relate to the Act but do not directly relate to the change in the federal tax rate (e.g., state taxes, changing from a worldwide tax system to a territorial system). Tax effects that are stranded in accumulated other comprehensive income for other reasons (e.g., prior changes in tax law, a change in valuation allowance) may not be reclassified. The standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within the fiscal year. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. Entities have the option to apply the guidance retrospectively or in the period of adoption. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118.” The ASU adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. We have accounted for the tax effects of the Tax Cuts and Jobs Act under the guidance of SAB 118, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our condensed consolidated financial statements. Refer to Note 9, "Income Taxes," for further information.

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EARNINGS PER SHARE (TWO-CLASS METHOD) (Tables)

6 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Thirteen Week Periods Ended						Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
Numerator for earnings per share:
Net income from continuing operations	$	201,840		$	155,691		$	513,851		$	274,562
Less dividends paid on participating securities	—			—			(56,148		)	(95,971		)
	$	201,840		$	155,691		$	457,703		$	178,591
Net loss from discontinued operations	(5,562		)	(186		)	(2,798		)	(186		)
Net income applicable to common stock - basic and diluted	$	196,278		$	155,505		$	454,905		$	178,405
Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding	52,229			52,849			52,127			53,108
Vested options deemed participating securities	3,376			3,045			3,472			3,103
Total shares for basic and diluted earnings per share	55,605			55,894			55,599			56,211
Net earnings per share from continuing operations - basic and diluted	$	3.63		$	2.78		$	8.23		$	3.17
Net loss per share from discontinued operations - basic and diluted	$	(0.10	)	$	—		(0.05		)	—
Net earnings per share	$	3.53		$	2.78		$	8.18		$	3.17

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INVENTORIES (Tables)

6 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following (in thousands):

	March 31, 2018			September 30, 2017
Raw materials and purchased component parts	$	517,910		$	496,899
Work-in-progress	204,940			187,009
Finished goods	134,762			131,548
Total	857,612			815,456
Reserves for excess and obsolete inventory	(90,380		)	(84,775		)
Inventories - Net	$	767,232		$	730,681

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INTANGIBLE ASSETS (Tables)

6 Months Ended

Mar. 31, 2018

Acquired Finite-Lived Intangible Assets [Line Items]

Schedule of Acquired Intangible Assets by Major Class [Table Text Block]

Intangible assets acquired during the twenty-six week period ended March 31, 2018 were as follows (in thousands):

	Gross Amount		Amortization Period
Intangible assets not subject to amortization:
Goodwill	$	2,218
Trademarks and trade names	10,000
	12,218
Intangible assets subject to amortization:
Technology	2,000		20 years
Order backlog	6,000		1 year
	8,000		5.8 years
Total	$	20,218

Intangible Assets Subject to Amortization

Other intangible assets - net in the condensed consolidated balance sheets consist of the following (in thousands):

	March 31, 2018						September 30, 2017
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Trademarks and trade names	$	742,028	$	—	$	742,028	$	729,931	$	—	$	729,931
Technology	1,292,753		383,509		909,244		1,292,719		351,638		941,081
Order backlog	8,700		2,252		6,448		29,000		26,668		2,332
Other	63,382		20,693		42,689		63,599		19,081		44,518
Total	$	2,106,863	$	406,454	$	1,700,409	$	2,115,249	$	397,387	$	1,717,862

Summary of Changes in Carrying Value of Goodwill

The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2017 through March 31, 2018 (in thousands):

	Power & Control			Airframe		Non- aviation		Total
Balance - September 30, 2017	$	3,269,981		$	2,382,082	$	93,275	$	5,745,338
Goodwill acquired during the year	—			2,218		—		2,218
Purchase price allocation adjustments	4,508			—		—		4,508
Currency translation adjustment	—			6,645		—		6,645
Other	(191		)	187		—		(4		)
Balance - March 31, 2018	$	3,274,298		$	2,391,132	$	93,275	$	5,758,705

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DEBT (Tables)

6 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s debt consists of the following (in thousands):

	March 31, 2018
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(167	)	$	—		$	299,833
Term loans	$	6,938,145	$	(60,435	)	$	(18,221	)	$	6,859,489
5 1/2% senior subordinated notes due 2020 (2020 Notes)	550,000		(2,715		)	—			547,285
6% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(6,221		)	—			1,143,779
6 1/2% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(7,454		)	—			1,192,546
6 1/2% senior subordinated notes due 2025 (2025 Notes)	750,000		(3,769		)	3,909			750,140
6 3/8% senior subordinated notes due 2026 (2026 Notes)	950,000		(8,302		)	—			941,698
	11,538,145		(88,896		)	(14,312		)	11,434,937
Less current portion	69,685		(538		)	—			69,147
Long-term debt	$	11,468,460	$	(88,358	)	$	(14,312	)	$	11,365,790

	September 30, 2017
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(413	)	$	—		$	299,587
Term loans	$	6,973,009	$	(64,104	)	$	(18,948	)	$	6,889,957
2020 Notes	550,000		(3,243		)	—			546,757
2022 Notes	1,150,000		(6,941		)	—			1,143,059
2024 Notes	1,200,000		(8,042		)	—			1,191,958
2025 Notes	750,000		(4,033		)	4,182			750,149
2026 Notes	950,000		(8,806		)	—			941,194
	11,573,009		(95,169		)	(14,766		)	11,463,074
Less current portion	70,031		(577		)	—			69,454
Long-term debt	$	11,502,978	$	(94,592	)	$	(14,766	)	$	11,393,620

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Carrying Amounts and Fair Values of Financial Instruments

The following summarizes the carrying amounts and fair values of financial instruments (in thousands):

		March 31, 2018				September 30, 2017
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	1,011,007	$	1,011,007	$	650,561	$	650,561
Interest rate cap agreements (1)	2	27,343		27,343		12,904		12,904
Interest rate swap agreements (2)	2	2,507		2,507		—		—
Interest rate swap agreements (1)	2	41,719		41,719		2,905		2,905
Liabilities:
Interest rate swap agreements (3)	2	1,533		1,533		20,740		20,740
Interest rate swap agreements (4)	2	54		54		9,731		9,731
Short-term borrowings - trade receivable securitization facility (5)	1	299,833		299,833		299,587		299,587
Long-term debt, including current portion:
Term loans (5)	2	6,859,489		6,935,358		6,889,957		6,965,628
2020 Notes (5)	1	547,285		552,750		546,757		558,250
2022 Notes (5)	1	1,143,779		1,173,000		1,143,059		1,178,750
2024 Notes (5)	1	1,192,546		1,230,000		1,191,958		1,236,000
2025 Notes (5)	1	750,140		765,218		750,149		776,807
2026 Notes (5)	1	941,698		954,750		941,194		971,375

⁽¹⁾  Included in other non-current assets on the condensed consolidated balance sheet.

⁽²⁾  Included in prepaid expenses and other on the condensed consolidated balance sheet.

⁽³⁾  Included in accrued liabilities on the condensed consolidated balance sheet.

⁽⁴⁾  Included in other non-current liabilities on the condensed consolidated balance sheet.

⁽⁵⁾  The carrying amount of the debt instrument is presented net of the debt issuance costs. Refer to Note 8, "Debt," for gross carrying amounts.

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DERIVATIVES AND HEDGING ACTIVITIES (Tables)

6 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

The following table summarizes the Company's interest rate swap agreements:

Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Conversion of Related Variable Rate Debt to Fixed Rate of:
$1,000	9/30/2014	6/30/2019	Tranche G	4.90% (2.40% plus the 2.50% margin percentage)
$400	9/30/2017	9/30/2022	Tranche G	4.40% (1.90% plus the 2.50% margin percentage)
$750	6/30/2020	6/30/2022	Tranche F	5.25% (2.50% plus the 2.75% margin percentage)
$500	12/30/2016	12/31/2021	Tranche F	4.65% (1.90% plus the 2.75% margin percentage)
$1,000	6/28/2019	6/30/2021	Tranche F	4.55% (1.80% plus the 2.75% margin percentage)
$750	3/31/2016	6/30/2020	Tranche F	5.55% (2.80% plus the 2.75% margin percentage)

The following table summarizes the Company's interest rate cap agreements:

Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Offsets Variable Rate Debt Attributable to Fluctuations Above:
$750	6/30/2020	6/30/2022	Tranche F	Three month LIBO rate of 2.50%
$400	12/30/2016	12/31/2021	Tranche F	Three month LIBO rate of 2.50%
$400	6/30/2016	6/30/2021	Tranche F	Three month LIBO rate of 2.00%
$750	9/30/2015	6/30/2020	Tranche E	Three month LIBO rate of 2.50%

Schedule of Interest Rate Derivatives

	March 31, 2018						September 30, 2017
	Asset			Liability			Asset			Liability
Interest rate cap agreements	$	27,343		$	—		$	12,904		$	—
Interest rate swap agreements	46,604			(3,965		)	9,235			(36,801		)
Total	73,947			(3,965		)	22,139			(36,801		)
Effect of counterparty netting	(2,378		)	2,378			(6,330		)	6,330
Net derivatives as classified in the balance sheet (1)	$	71,569		$	(1,587	)	$	15,809		$	(30,471	)

⁽¹⁾  Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements.

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SEGMENTS (Tables)

6 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Net Sales by Reportable Segments

The following table presents net sales by reportable segment (in thousands):

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
Net sales to external customers
Power & Control	$	528,460	$	473,952	$	1,011,178	$	909,784
Airframe	369,783		360,509		703,175		709,173
Non-aviation	34,827		34,267		66,677		63,789
	$	933,070	$	868,728	$	1,781,030	$	1,682,746

EBITDA Defined by Segment to Consolidated Income Before Taxes

The following table reconciles EBITDA As Defined by segment to consolidated income from continuing operations before income taxes (in thousands):

	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 31, 2018		April 1, 2017		March 31, 2018		April 1, 2017
EBITDA As Defined
Power & Control	$	275,562	$	232,828	$	520,337	$	445,746
Airframe	186,006		182,980		344,425		351,509
Non-aviation	10,321		11,391		19,317		20,668
Total segment EBITDA As Defined	471,889		427,199		884,079		817,923
Unallocated corporate expenses	8,766		5,523		19,423		15,053
Total Company EBITDA As Defined	463,123		421,676		864,656		802,870
Depreciation and amortization expense	30,970		34,661		61,609		72,708
Interest expense - net	161,266		147,842		322,199		293,846
Acquisition-related costs	4,485		7,752		6,559		26,320
Stock compensation expense	11,590		11,105		22,703		21,126
Refinancing costs	638		3,507		1,751		35,591
Other, net	6,987		1,610		11,684		(841		)
Income from continuing operations before income taxes	$	247,187	$	215,199	$	438,151	$	354,120

Total Assets by Segment

The following table presents total assets by segment (in thousands):

	March 31, 2018		September 30, 2017
Total assets
Power & Control	$	5,177,803	$	5,135,459
Airframe	4,021,406		3,923,172
Non-aviation	226,005		224,936
Corporate	969,463		614,594
Assets of discontinued operations	—		77,500
	$	10,394,677	$	9,975,661

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

6 Months Ended

Mar. 31, 2018

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following table presents the components of accumulated other comprehensive (loss) income, net of taxes, for the twenty-six week period ended March 31, 2018 (in thousands):

	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1)			Defined benefit pension plan activity			Currency translation adjustment			Total
Balance at September 30, 2017	$	(26,669	)	$	(16,365	)	$	(42,109	)	$	(85,143	)
Current-period other comprehensive gain	61,827			—			28,188			90,015
Amounts reclassified from AOCI related to interest rate swap and cap agreements	1,647			—			—			1,647
Balance at March 31, 2018	$	36,805		$	(16,365	)	$	(13,921	)	$	6,519

⁽¹⁾  Unrealized gain represents interest rate swap and cap agreements, net of taxes of $(14,290) and $(1,310) for the thirteen week periods ended March 31, 2018 and April 1, 2017 and $(24,725) and $(24,427) for the twenty-six week periods ended March 31, 2018 and April 1, 2017, respectively.

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

A summary of reclassifications out of accumulated other comprehensive (loss) income for the twenty-six week periods ended March 31, 2018 and April 1, 2017 is provided below (in thousands):

	Amount reclassified
	Twenty-Six Week Periods Ended
Description of reclassifications out of accumulated other comprehensive (loss) income	March 31, 2018			April 1, 2017
Amortization from redesignated interest rate swap and cap agreements (1)	$	2,213		$	1,913
Deferred tax benefit from redesignated interest rate swap and cap agreements	(566		)	(715		)
Losses reclassified into earnings, net of tax	$	1,647		$	1,198

⁽¹⁾  This component of accumulated other comprehensive (loss) income is included in interest expense (see Note 11, “Derivatives and Hedging Activities,” for additional information).

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DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Mar. 31, 2018

DISCONTINUED OPERATIONS [Abstract]

Disposal Groups, Including Discontinued Operations [Table Text Block]

The following is the summarized operating results for Schroth for the thirteen and twenty-six week periods ended March 31, 2018 and April 1, 2017 (in thousands):

	Thirteen Week Period Ended						Twenty-six Week Period Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017
Net sales	$	2,679		$	4,504		$	11,808		$	4,504
(Loss) income from discontinued operations before income taxes	(456		)	(186		)	354			(186		)
Income tax benefit	62			—			2,016			—
(Loss) income from discontinued operations, net of tax	(394		)	(186		)	2,370			(186		)
Net loss on sale of discontinued operations, net of tax	(5,168		)	—			(5,168		)	—
Loss from discontinued operations	$	(5,562	)	$	(186	)	$	(2,798	)	$	(186	)

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SUPPLEMENTAL GUARANTOR INFORMATION (Tables)

6 Months Ended

Mar. 31, 2018

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Condensed Consolidating Balance Sheet

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,621		$	817,685		$	3,284	$	175,417	$	—		$	1,011,007
Trade accounts receivable - Net	—			—			13,998		652,816		(21,829		)	644,985
Inventories - Net	—			46,100			603,775		120,414		(3,057		)	767,232
Prepaid expenses and other	—			7,477			23,855		15,548		—			46,880
Total current assets	14,621			871,262			644,912		964,195		(24,886		)	2,470,104
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,323,958		)	10,255,472			8,266,878		2,698,962		(18,897,354		)	—
PROPERTY, PLANT AND  EQUIPMENT - NET	—			15,611			286,939		49,906		—			352,456
GOODWILL	—			82,553			5,006,108		670,044		—			5,758,705
OTHER INTANGIBLE ASSETS - NET	—			26,907			1,422,511		250,991		—			1,700,409
OTHER	—			78,068			29,107		5,828		—			113,003
TOTAL ASSETS	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,147		$	—	$	—	$	—		$	69,147
Short-term borrowings - trade receivable securitization facility	—			—			—		299,833		—			299,833
Accounts payable	—			16,951			116,868		37,513		(19,623		)	151,709
Accrued liabilities	—			113,827			128,807		49,512		—			292,146
Total current liabilities	—			199,925			245,675		386,858		(19,623		)	812,835
LONG-TERM DEBT	—			11,365,790			—		—		—			11,365,790
DEFERRED INCOME TAXES	—			300,255			113		58,974		—			359,342
OTHER NON-CURRENT LIABILITIES	—			68,538			69,243		28,266		—			166,047
Total liabilities	—			11,934,508			315,031		474,098		(19,623		)	12,704,014
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337		)	(604,635		)	15,341,424		4,165,828		(18,902,617		)	(2,309,337		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,416		$	439,473		$	(203	)	$	208,875	$	—		$	650,561
Trade accounts receivable - Net	—			—			25,069			652,807		(41,749		)	636,127
Inventories - Net	—			47,051			571,712			114,018		(2,100		)	730,681
Assets held-for-sale	—			—			6,428			71,072		—			77,500
Prepaid expenses and other	—			4,746			24,141			9,796		—			38,683
Total current assets	2,416			491,270			627,147			1,056,568		(43,849		)	2,133,552
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,953,620		)	10,263,999			7,599,210			966,675		(15,876,264		)	—
PROPERTY, PLANT AND EQUIPMENT - NET	—			16,032			261,434			47,458		—			324,924
GOODWILL	—			85,905			4,996,034			663,399		—			5,745,338
OTHER INTANGIBLE ASSETS - NET	—			27,620			1,438,006			252,236		—			1,717,862
OTHER	—			20,316			27,567			6,102		—			53,985
TOTAL ASSETS	$	(2,951,204	)	$	10,905,142		$	14,949,398		$	2,992,438	$	(15,920,113	)	$	9,975,661
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,454		$	—		$	—	$	—		$	69,454
Short-term borrowings - trade receivable securitization facility	—			—			—			299,587		—			299,587
Accounts payable	—			14,712			137,948			37,667		(41,566		)	148,761
Accrued liabilities	—			180,916			103,902			51,070		—			335,888
Liabilities held-for-sale	—			—			—			17,304		—			17,304
Total current liabilities	—			265,082			241,850			405,628		(41,566		)	870,994
LONG-TERM DEBT	—			11,393,620			—			—		—			11,393,620
DEFERRED INCOME TAXES	—			442,415			(99		)	58,633		—			500,949
OTHER NON-CURRENT LIABILITIES	—			61,347			73,245			26,710		—			161,302
Total liabilities	—			12,162,464			314,996			490,971		(41,566		)	12,926,865
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,951,204		)	(1,257,322		)	14,634,402			2,501,467		(15,878,547		)	(2,951,204		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,951,204	)	$	10,905,142		$	14,949,398		$	2,992,438	$	(15,920,113	)	$	9,975,661

Supplemental Condensed Consolidating Income Statement

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE TWENTY-SIX WEEK PERIOD ENDEDMARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
NET SALES	$	—		$	77,215		$	1,441,477		$	301,750	$	(39,412	)	$	1,781,030
COST OF SALES	—			43,858			577,494			188,366		(39,412		)	770,306
GROSS PROFIT	—			33,357			863,983			113,384		—			1,010,724
SELLING AND ADMINISTRATIVE EXPENSES	—			48,893			103,779			61,382		—			214,054
AMORTIZATION OF INTANGIBLE ASSETS	—			714			29,709			4,146		—			34,569
(LOSS) INCOME FROM OPERATIONS	—			(16,250		)	730,495			47,856		—			762,101
INTEREST EXPENSE (INCOME) - NET	—			318,138			(2		)	4,063		—			322,199
REFINANCING COSTS	—			1,751			—			—		—			1,751
EQUITY IN INCOME OF SUBSIDIARIES	(511,053		)	(562,544		)	—			—		1,073,597			—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	511,053			226,405			730,497			43,793		(1,073,597		)	438,151
INCOME TAX PROVISION	—			(284,648		)	202,265			6,683		—			(75,700		)
INCOME FROM CONTINUING OPERATIONS	511,053			511,053			528,232			37,110		(1,073,597		)	513,851
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			(17,869		)	15,071		—			(2,798		)
NET INCOME	$	511,053		$	511,053		$	510,363		$	52,181	$	(1,073,597	)	$	511,053
OTHER COMPREHENSIVE INCOME, NET OF TAX	91,662			64,166			9,719			55,674		(129,559		)	91,662
TOTAL COMPREHENSIVE INCOME	$	602,715		$	575,219		$	520,082		$	107,855	$	(1,203,156	)	$	602,715

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE TWENTY-SIX WEEK PERIOD ENDEDAPRIL 1, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	65,037		$	1,409,050		$	249,256		$	(40,597	)	$	1,682,746
COST OF SALES	—			36,230			605,288			148,133			(40,597		)	749,054
GROSS PROFIT	—			28,807			803,762			101,123			—			933,692
SELLING AND ADMINISTRATIVE EXPENSES	61			47,474			127,391			27,646			—			202,572
AMORTIZATION OF INTANGIBLE ASSETS	—			387			43,108			4,068			—			47,563
(LOSS) INCOME FROM OPERATIONS	(61		)	(19,054		)	633,263			69,409			—			683,557
INTEREST EXPENSE (INCOME) - NET	—			298,005			(31		)	(4,128		)	—			293,846
REFINANCING COSTS	—			35,591			—			—			—			35,591
EQUITY IN INCOME OF SUBSIDIARIES	(274,437		)	(629,721		)	—			—			904,158			—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	274,376			277,071			633,294			73,537			(904,158		)	354,120
INCOME TAX PROVISION	—			2,634			73,549			3,375			—			79,558
INCOME FROM CONTINUING OPERATIONS	274,376			274,437			559,745			70,162			(904,158		)	274,562
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX	—			—			(423		)	237						(186		)
NET INCOME	$	274,376		$	274,437		$	559,322		$	70,399		$	(904,158	)	$	274,376
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	20,952			40,955			15,012			(59,324		)	3,357			20,952
TOTAL COMPREHENSIVE INCOME	$	295,328		$	315,392		$	574,334		$	11,075		$	(900,801	)	$	295,328

Supplemental Condensed Consolidating Cash Flow Statement

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWENTY-SIX WEEK PERIOD ENDEDMARCH 31, 2018

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	—		$	(157,892	)	$	578,789		$	29,807		$	2,980		$	453,684
INVESTING ACTIVITIES:
Capital expenditures	—			(826		)	(27,370		)	(2,688		)	—			(30,884		)
Payments made in connection with acquisitions	—			(50,320		)	—			—			—			(50,320		)
Proceeds in connection with sale of discontinued operations	—			57,686			—			—			—			57,686
Net cash provided by (used in) investing activities	—			6,540			(27,370		)	(2,688		)	—			(23,518		)
FINANCING ACTIVITIES:
Intercompany activities	42,048			571,729			(547,932		)	(62,865		)	(2,980		)	—
Proceeds from exercise of stock options	26,305			—			—			—			—			26,305
Special dividend and dividend equivalent payments	(56,148		)	—			—			—			—			(56,148		)
Proceeds from term loans, net	—			793,042			—			—			—			793,042
Repayment on term loans	—			(833,052		)	—			—			—			(833,052		)
Other	—			(2,155		)	—			—			—			(2,155		)
Net cash provided by (used in) financing activities	12,205			529,564			(547,932		)	(62,865		)	(2,980		)	(72,008		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			2,288			—			2,288
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	12,205			378,212			3,487			(33,458		)	—			360,446
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,416			439,473			(203		)	208,875			—			650,561
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	14,621		$	817,685		$	3,284		$	175,417		$	—		$	1,011,007

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWENTY-SIX WEEK PERIOD ENDEDAPRIL 1, 2017

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	(61	)	$	(332,771	)	$	720,181		$	2,035		$	1,116		$	390,500
INVESTING ACTIVITIES:
Capital expenditures				(829		)	(34,576		)	(3,031		)	—			(38,436		)
Payments made in connection with acquisitions				(30,002		)										(30,002		)
Payments made in connection with purchase of discontinued operations	—			(78,879		)	—			—			—			(78,879		)
Net cash used in investing activities	—			(109,710		)	(34,576		)	(3,031		)	—			(147,317		)
FINANCING ACTIVITIES:
Intercompany activities	1,691,169			(1,028,726		)	(693,345		)	32,018			(1,116		)	—
Proceeds from exercise of stock options	12,345			—			—			—			—			12,345
Special dividend and dividend equivalent payments	(1,375,998		)	—			—			—			—			(1,375,998		)
Treasury stock repurchased	(339,833		)	—			—			—			—			(339,833		)
Proceeds from term loans, net	—			1,132,774			—			—			—			1,132,774
Repayment on term loans	—			(32,302		)	—			—			—			(32,302		)
Proceeds from additional 2025 Notes offering, net	—			301,006			—			—			—			301,006
Cash tender and redemption of the 2021 Notes, including premium	—			(528,847		)	—			—			—			(528,847		)
Other	—			(10,745		)	—			—			—			(10,745		)
Net cash (used in) provided by financing activities	(12,317		)	(166,840		)	(693,345		)	32,018			(1,116		)	(841,600		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(3,188		)	—			(3,188		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(12,378		)	(609,321		)	(7,740		)	27,834			—			(601,605		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	13,560			1,421,251			8,808			143,375			—			1,586,994
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,182		$	811,930		$	1,068		$	171,209		$	—		$	985,389

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DESCRIPTION OF THE BUSINESS - Narratives (Details)	Mar. 31, 2018
Accounting Policies [Abstract]
Percentage of ownership in subsidiary	100.00%

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ACQUISITIONS - Narratives (Details) - USD ($) $ in Thousands			3 Months Ended	6 Months Ended		12 Months Ended
	Jan. 26, 2018	Feb. 22, 2017	Mar. 31, 2018	Mar. 31, 2018	Apr. 01, 2017	Sep. 30, 2017
Business Acquisition [Line Items]
Payments to Acquire Businesses, Net of Cash Acquired				$ 50,320	$ 30,002
Minimum
Business Acquisition [Line Items]
Estimated useful life of aircraft (in years)				25 years
Maximum
Business Acquisition [Line Items]
Estimated useful life of aircraft (in years)				30 years
Kirkhill [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Net of Cash Acquired						$ 50,000
Third Quarter 2017 Acquisitions [Member]
Business Acquisition [Line Items]
Business Acquisition Purchase Price Adjustment				$ 400		$ 1,000
Tax benefit recognition period (in years)			15 years
Amount of goodwill expected to be tax deductible			$ 66,000	66,000
Payments to Acquire Businesses, Net of Cash Acquired				106,700
Amount of goodwill expected to not be tax deductible			$ 9,000	9,000
Schroth [Member]
Business Acquisition [Line Items]
Business acquisition cost		$ 89,700
Payments to Acquire Businesses, Net of Cash Acquired		79,700
Business Combination, Consideration Transferred, Liabilities Incurred		$ 9,000		$ 8,500
Schroth [Member]
Business Acquisition [Line Items]
Divestiture, Sale Price	$ 61,400

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EARNINGS PER SHARE (TWO-CLASS METHOD) - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Numerator for earnings per share:
INCOME FROM CONTINUING OPERATIONS	$ 201,840	$ 155,691	$ 513,851	$ 274,562
Less dividends paid on participating securities	0	0	(56,148)	(95,971)
Net Income Loss Attributable to Continuing Operations Available To Common Stockholders Basic And Vested Options Deemed Participating Securities	201,840	155,691	457,703	178,591
Loss from discontinued operations	(5,562)	(186)	(2,798)	(186)
Net income applicable to common stock - basic and diluted	$ 196,278	$ 155,505	$ 454,905	$ 178,405
Denominator for basic and diluted earnings per share under the two-class method, in shares:
Weighted average common shares outstanding	52,229	52,849	52,127	53,108
Vested options deemed participating securities	3,376	3,045	3,472	3,103
Basic and diluted (in shares)	55,605	55,894	55,599	56,211
Net earnings per share from continuing operations--basic and diluted	$ 3.63	$ 2.78	$ 8.23	$ 3.17
Net loss per share from discontinued operations--basic and diluted	(0.10)	0.00	(0.05)	0.00
Basic and diluted earnings per share (in dollars per share)	$ 3.53	$ 2.78	$ 8.18	$ 3.17

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INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Inventory Disclosure [Abstract]
Raw materials and purchased component parts	$ 517,910	$ 496,899
Work-in-progress	204,940	187,009
Finished goods	134,762	131,548
Total	857,612	815,456
Reserves for excess and obsolete inventory	(90,380)	(84,775)
Inventories - Net	$ 767,232	$ 730,681

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INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross (Excluding Goodwill)	$ 2,106,863	$ 2,115,249
Intangible Assets, Accumulated Amortization	406,454	397,387
Total	1,700,409	1,717,862
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,292,753	1,292,719
Accumulated Amortization	383,509	351,638
Net	909,244	941,081
Order backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,700	29,000
Accumulated Amortization	2,252	26,668
Net	6,448	2,332
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	63,382	63,599
Accumulated Amortization	20,693	19,081
Net	42,689	44,518
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill), Gross	742,028	729,931
Indefinite-Lived Intangible Assets, Accumulated Amortization	0	0
Intangible Assets (Excluding Goodwill), Net	$ 742,028	$ 729,931

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INTANGIBLE ASSETS - Summary of changes in carrying value of Goodwill (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2018 USD ($)
Goodwill [Line Items]
Goodwill, Acquired During Period	$ 2,218
Goodwill [Roll Forward]
Balance at beginning of period	5,745,338
Purchase price allocation adjustments	4,508
Goodwill, Foreign Currency Translation Gain (Loss)	6,645
Currency translation adjustment	(4)
Balance at end of period	5,758,705
Power & Control
Goodwill [Line Items]
Goodwill, Acquired During Period	0
Goodwill [Roll Forward]
Balance at beginning of period	3,269,981
Purchase price allocation adjustments	4,508
Goodwill, Foreign Currency Translation Gain (Loss)	0
Currency translation adjustment	(191)
Balance at end of period	3,274,298
Airframe
Goodwill [Line Items]
Goodwill, Acquired During Period	2,218
Goodwill [Roll Forward]
Balance at beginning of period	2,382,082
Purchase price allocation adjustments	0
Goodwill, Foreign Currency Translation Gain (Loss)	6,645
Currency translation adjustment	187
Balance at end of period	2,391,132
Non- aviation
Goodwill [Line Items]
Goodwill, Acquired During Period	0
Goodwill [Roll Forward]
Balance at beginning of period	93,275
Purchase price allocation adjustments	0
Goodwill, Foreign Currency Translation Gain (Loss)	0
Currency translation adjustment	0
Balance at end of period	$ 93,275

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INTANGIBLE ASSETS - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 17,457	$ 22,032	$ 34,569	$ 47,563
Estimated Amortization Expense, 2017	71,900		71,900
Estimated Amortization Expense, 2018	70,200		70,200
Estimated Amortization Expense, 2019	67,200		67,200
Estimated Amortization Expense, 2020	67,200		67,200
Estimated Amortization Expense, 2021	67,200		67,200
Estimated Amortization Expense, 2022	$ 67,200		$ 67,200

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INTANGIBLE ASSETS - Acquired Intangibles (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2018 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period	$ 2,218
Indefinite-lived Intangible Assets Acquired	12,218
Finite-lived Intangible Assets Acquired	$ 8,000
Finite-Lived Intangible Asset, Useful Life	5 years 9 months 18 days
Intangible Assets, Acquired During the Period	$ 20,218
Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired	$ 2,000
Finite-Lived Intangible Asset, Useful Life	20 years
Order backlog
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets Acquired	$ 6,000
Finite-Lived Intangible Asset, Useful Life	1 year
Goodwill [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill, Acquired During Period	$ 2,218
Trademarks and trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets Acquired	$ 10,000

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DEBT - Schedule of Debt (Detail) - USD ($) $ in Thousands		Mar. 31, 2018	Sep. 30, 2017
Debt Instrument [Line Items]
Gross Amount		$ 11,538,145	$ 11,573,009
Debt Issuance Costs		(88,896)	(95,169)
Original Issue Discount or Premium		(14,312)	(14,766)
Short-term borrowings - trade receivable securitization facility		299,833	299,587
Total debt outstanding		11,434,937	11,463,074
Long-term Debt, Current Maturities, Net		69,147	69,454
Long-term Debt, Excluding Current Maturities, Gross		11,468,460	11,502,978
Deferred Finance Costs, Excluding Current Maturities		(88,358)	(94,592)
Debt Instrument, Unamortized Discount, Excluding Current Maturities		(14,312)	(14,766)
Long-term debt		11,365,790	11,393,620
Term loans
Debt Instrument [Line Items]
Gross Amount		6,938,145	6,973,009
Debt Issuance Costs		(60,435)	(64,104)
Original Issue Discount or Premium		(18,221)	(18,948)
Total debt outstanding	[1]	$ 6,859,489	$ 6,889,957
Senior Subordinated Notes | 5 1/2% senior subordinated notes due 2020 (2020 Notes)
Debt Instrument [Line Items]
Interest rate		5.50%	5.50%
Gross Amount		$ 550,000	$ 550,000
Debt Issuance Costs		(2,715)	(3,243)
Original Issue Discount or Premium		0	0
Total debt outstanding	[1]	$ 547,285	$ 546,757
Senior Subordinated Notes | 6% senior subordinated notes due 2022 (2022 Notes)
Debt Instrument [Line Items]
Interest rate		6.00%	6.00%
Gross Amount		$ 1,150,000	$ 1,150,000
Debt Issuance Costs		(6,221)	(6,941)
Original Issue Discount or Premium		0	0
Total debt outstanding	[1]	$ 1,143,779	$ 1,143,059
Senior Subordinated Notes | 6 1/2% senior subordinated notes due 2024 (2024 Notes)
Debt Instrument [Line Items]
Interest rate		6.50%	6.50%
Gross Amount		$ 1,200,000	$ 1,200,000
Debt Issuance Costs		(7,454)	(8,042)
Original Issue Discount or Premium		0	0
Total debt outstanding	[1]	$ 1,192,546	$ 1,191,958
Senior Subordinated Notes | 6 1/2% senior subordinated notes due 2025 (2025 Notes)
Debt Instrument [Line Items]
Interest rate		6.50%	6.50%
Gross Amount		$ 750,000	$ 750,000
Debt Issuance Costs		(3,769)	(4,033)
Debt Instrument, Unamortized Premium		3,909	4,182
Total debt outstanding	[1]	$ 750,140	$ 750,149
Senior Subordinated Notes | 6 3/8% senior subordinated notes due 2026 (2026 Notes)
Debt Instrument [Line Items]
Interest rate		6.375%	6.375%
Gross Amount		$ 950,000	$ 950,000
Debt Issuance Costs		(8,302)	(8,806)
Original Issue Discount or Premium		0	0
Total debt outstanding	[1]	941,698	941,194
Asset-backed Securities
Debt Instrument [Line Items]
Short-term borrowings—trade receivable securitization facility, Gross		300,000	300,000
Debt Issuance Costs		(167)	(413)
Original Issue Discount or Premium		0	0
Short-term borrowings - trade receivable securitization facility	[1]	299,833	299,587
Less current portion
Debt Instrument [Line Items]
Debt Issuance Costs		(538)	(577)
Original Issue Discount or Premium		0	0
Long-term Debt, Current Maturities, Gross		69,685	70,031
Long-term Debt, Current Maturities, Net		$ 69,147	$ 69,454

[1] The carrying amount of the debt instrument is presented net of the debt issuance costs. Refer to Note 8, "Debt," for gross carrying amounts.

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DEBT - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017	Sep. 30, 2017
Debt Instrument [Line Items]
Interest Payable, Current	$ 83,100		$ 83,100		$ 82,200
Refinancing Costs	638	$ 3,507	1,751	$ 35,591
Fourth Amendment to Second Amended And Restated Credit Agreement [Member] | Fourth Amendment to Second Amended And Restated Credit Agreement [Member]
Debt Instrument [Line Items]
Refinancing Costs			700
Debt Issuance Costs, Gross	2,900		2,900
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes)
Debt Instrument [Line Items]
Write off of Deferred Debt Issuance Cost			500
Term loans | Existing Tranche D amount Converted to Tranche F [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	798,000		$ 798,000
Term loans | Tranche E and Tranche F [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			2.75%
Term loans | Tranche F
Debt Instrument [Line Items]
Write off of Deferred Debt Issuance Cost			$ 200
Term loans | New Tranche G Term Loans [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 1,809,000		$ 1,809,000
Term loans | Tranche G [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate			2.50%

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INCOME TAXES - Narratives (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 01, 2018	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017	Sep. 30, 2018	Sep. 30, 2017
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent				35.00%
Effective income tax rate		18.30%	27.70%	(17.30%)	22.50%
Unrecognized tax benefits		$ 8.8		$ 8.8			$ 8.7
Tax rate effect		8.7		8.7			$ 8.7
Reduction in tax position in next 12 months		$ 0.6		0.6
U.S. Tax Cuts and Jobs Act Effective 2018 [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Deferred Federal Income Tax Expense (Benefit)				170.2
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount				23.1
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount				$ 147.1
U.S. Tax Cuts and Jobs Act Effective 2018 [Member] | Scenario, Forecast [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent						24.50%

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FAIR VALUE MEASUREMENTS - Carrying Amounts and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands		Mar. 31, 2018	Sep. 30, 2017		Apr. 01, 2017	Dec. 31, 2016	Sep. 30, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents		$ 1,011,007	$ 650,561		$ 985,389	$ 985,389	$ 1,586,994
Short-term borrowings - trade receivable securitization facility		299,833	299,587
Long-term Debt		11,434,937	11,463,074
Other Noncurrent Assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest Rate Cash Flow Hedge Asset at Carrying Value	[1]	27,343	12,904
Interest rate cap agreements	[1]	41,719	2,905
Prepaid Expenses and Other Current Assets [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate cap agreements	[2]	2,507	0
Accrued Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements	[3]	1,533	20,740
Other Noncurrent Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements	[4]	54	9,731
Term loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	[5]	6,859,489	6,889,957
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, Fair Value		1,011,007	650,561
Level 2 | Other Noncurrent Assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate cap agreements, Fair Value	[1]	27,343	12,904
Interest Rate Swap Asset at Fair Value	[1]	41,719	2,905
Level 2 | Prepaid Expenses and Other Current Assets [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest Rate Swap Asset at Fair Value	[2]	2,507	0
Level 2 | Accrued Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements, Fair Value	[3]	1,533	20,740
Level 2 | Other Noncurrent Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements, Fair Value	[4]	54	9,731
Level 2 | Term loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		6,935,358	6,965,628
5 1/2% senior subordinated notes due 2020 (2020 Notes) | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	[5]	547,285	546,757
5 1/2% senior subordinated notes due 2020 (2020 Notes) | Level 1 | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		552,750	558,250
6% senior subordinated notes due 2022 (2022 Notes) | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	[5]	1,143,779	1,143,059
6% senior subordinated notes due 2022 (2022 Notes) | Level 1 | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		1,173,000	1,178,750
6 1/2% senior subordinated notes due 2024 (2024 Notes) | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	[5]	1,192,546	1,191,958
6 1/2% senior subordinated notes due 2024 (2024 Notes) | Level 1 | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		1,230,000	1,236,000
6 1/2% senior subordinated notes due 2025 (2025 Notes) | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	[5]	750,140	750,149
6 1/2% senior subordinated notes due 2025 (2025 Notes) | Level 1 | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		765,218	776,807
6 3/8% senior subordinated notes due 2026 (2026 Notes) | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt	[5]	941,698	941,194
6 3/8% senior subordinated notes due 2026 (2026 Notes) | Level 1 | Senior Subordinated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		954,750	971,375
Asset-backed Securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term borrowings - trade receivable securitization facility	[5]	299,833	299,587
Asset-backed Securities | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term borrowings - trade receivable securitization facility, Fair Value		$ 299,833	$ 299,587	[5]

[1] Included in other non-current assets on the condensed consolidated balance sheet.

[2] Included in prepaid expenses and other on the condensed consolidated balance sheet.

[3] Included in accrued liabilities on the condensed consolidated balance sheet.

[4] Included in other non-current liabilities on the condensed consolidated balance sheet.

[5] The carrying amount of the debt instrument is presented net of the debt issuance costs. Refer to Note 8, "Debt," for gross carrying amounts.

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DERIVATIVES AND HEDGING ACTIVITIES - Schedule of Notional Amounts of Outstanding Derivatives (Details) - USD ($)		6 Months Ended
		Mar. 31, 2018	Apr. 01, 2017
Tranche F | Interest rate cap beginning June 30, 2020 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Tranche F | Interest Rate Swap
Derivative [Line Items]
Derivative, Notional Amount		$ 500,000,000
Derivative, Fixed Interest Rate		4.65%
Derivative, Variable Interest Rate		1.90%
Derivative, Basis Spread on Variable Rate		2.75%
Tranche F | Interest rate swap June 28, 2016 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 1,000,000,000
Derivative, Fixed Interest Rate		4.55%
Derivative, Variable Interest Rate		1.80%
Derivative, Basis Spread on Variable Rate		2.75%
Tranche F | Interest rate swap beginning March 31, 2016 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Derivative, Fixed Interest Rate		5.55%
Derivative, Variable Interest Rate		2.80%
Derivative, Basis Spread on Variable Rate		2.75%
Tranche F | Interest Rate Cap
Derivative [Line Items]
Derivative, Notional Amount		$ 400,000,000
Derivative, Cap Interest Rate		2.50%
Tranche F | Interest rate cap agreements beginning June 30, 2016 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 400,000,000
Derivative, Cap Interest Rate		2.00%
Tranche F | Interest rate swap beginning June 30, 2020 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Derivative, Fixed Interest Rate		5.25%
Derivative, Variable Interest Rate		2.50%
Derivative, Basis Spread on Variable Rate		2.75%
Tranche E | Interest rate cap beginning September 30, 2015 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Derivative, Cap Interest Rate		2.50%
Tranche G [Member] | Interest Rate Swap
Derivative [Line Items]
Derivative, Notional Amount		$ 1,000,000,000
Derivative, Fixed Interest Rate		4.90%
Derivative, Variable Interest Rate		2.40%
Derivative, Basis Spread on Variable Rate		3.00%
Tranche G [Member] | Interest rate swap beginning September 30, 2017 [Member]
Derivative [Line Items]
Derivative, Notional Amount		$ 400,000,000
Derivative, Fixed Interest Rate		4.40%
Derivative, Variable Interest Rate		1.90%
Derivative, Basis Spread on Variable Rate		3.00%
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative [Line Items]
Interest Expense	[1]	$ 2,213,000	$ 1,913,000

[1] This component of accumulated other comprehensive (loss) income is included in interest expense (see Note 11, “Derivatives and Hedging Activities,” for additional information).

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DERIVATIVES AND HEDGING ACTIVITIES - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands		Mar. 31, 2018	Sep. 30, 2017
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset		$ 73,947	$ 22,139
Derivative Asset, Fair Value, Gross Liability		(3,965)	(36,801)
Derivative Asset, Collateral, Obligation to Return Cash, Offset		(2,378)	(6,330)
Derivative Liability, Collateral, Right to Reclaim Cash, Offset		2,378	6,330
Derivative Asset	[1]	71,569	15,809
Derivative Liability	[1]	(1,587)	(30,471)
Interest Rate Cap
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset		27,343	12,904
Derivative Asset, Fair Value, Gross Liability		0	0
Interest Rate Swap
Derivative [Line Items]
Derivative Asset, Fair Value, Gross Asset		46,604	9,235
Derivative Asset, Fair Value, Gross Liability		$ (3,965)	$ (36,801)

[1] Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements.

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DERIVATIVES AND HEDGING ACTIVITIES - Narratives (Details) - USD ($)		6 Months Ended
		Mar. 31, 2018	Apr. 01, 2017
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative [Line Items]
Interest Expense	[1]	$ 2,213,000	$ 1,913,000
December 30, 2017 Redesignation [Member] | Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative [Line Items]
Interest Expense		300,000
September 30, 2016 Redesignation [Member] | Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income [Member]
Derivative [Line Items]
Interest Expense		$ 2,000,000
Interest Rate Swap and Cap
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer		12 months
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred		$ 2,100,000
Interest Rate Cap
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Gross Amount to be Transferred		8,900,000
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Tax to be Transferred		2,400,000
Interest Rate Cap | Tranche F
Derivative [Line Items]
Derivative, Notional Amount		$ 400,000,000
Derivative, Cap Interest Rate		2.50%
Interest rate swap beginning June 30, 2020 [Member] | Tranche F
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Derivative, Fixed Interest Rate		5.25%
Derivative, Variable Interest Rate		2.50%
Derivative, Basis Spread on Variable Rate		2.75%
Interest rate cap beginning September 30, 2015 [Member] | Tranche E
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Derivative, Cap Interest Rate		2.50%
Interest rate cap agreements beginning June 30, 2016 [Member] | Tranche F
Derivative [Line Items]
Derivative, Notional Amount		$ 400,000,000
Derivative, Cap Interest Rate		2.00%
Interest Rate Swap | Tranche F
Derivative [Line Items]
Derivative, Notional Amount		$ 500,000,000
Derivative, Fixed Interest Rate		4.65%
Derivative, Variable Interest Rate		1.90%
Derivative, Basis Spread on Variable Rate		2.75%
Interest Rate Swap | March 31, 2018 Redesignation [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Gross Amount to be Transferred		$ 12,800,000
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Tax to be Transferred		3,100,000
Interest rate swap June 28, 2016 [Member] | Tranche F
Derivative [Line Items]
Derivative, Notional Amount		$ 1,000,000,000
Derivative, Fixed Interest Rate		4.55%
Derivative, Variable Interest Rate		1.80%
Derivative, Basis Spread on Variable Rate		2.75%
Interest rate swap beginning March 31, 2016 [Member] | Tranche F
Derivative [Line Items]
Derivative, Notional Amount		$ 750,000,000
Derivative, Fixed Interest Rate		5.55%
Derivative, Variable Interest Rate		2.80%
Derivative, Basis Spread on Variable Rate		2.75%

[1] This component of accumulated other comprehensive (loss) income is included in interest expense (see Note 11, “Derivatives and Hedging Activities,” for additional information).

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SEGMENTS - Narratives (Details)	6 Months Ended
	Mar. 31, 2018 Segment
Segment Reporting [Abstract]
Number of reporting segments	3

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SEGMENTS - Net Sales by Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Segment Reporting Information [Line Items]
Net Sales	$ 933,070	$ 868,728	$ 1,781,030	$ 1,682,746
Operating Segments | Power & Control
Segment Reporting Information [Line Items]
Net Sales	528,460	473,952	1,011,178	909,784
Operating Segments | Airframe
Segment Reporting Information [Line Items]
Net Sales	369,783	360,509	703,175	709,173
Operating Segments | Non- aviation
Segment Reporting Information [Line Items]
Net Sales	$ 34,827	$ 34,267	$ 66,677	$ 63,789

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SEGMENTS - EBITDA Defined by Segment to Consolidated Income Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	$ 463,123	$ 421,676	$ 864,656	$ 802,870
Interest expense - net	161,266	147,842	322,199	293,846
Stock compensation expense			22,703	21,126
Refinancing Costs	638	3,507	1,751	35,591
Income from continuing operations before income taxes	247,187	215,199	438,151	354,120
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	471,889	427,199	884,079	817,923
Operating Segments | Power & Control
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	275,562	232,828	520,337	445,746
Operating Segments | Airframe
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	186,006	182,980	344,425	351,509
Operating Segments | Non- aviation
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	10,321	11,391	19,317	20,668
Corporate, Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	8,766	5,523	19,423	15,053
Segment Reconciling Items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation and amortization expense	30,970	34,661	61,609	72,708
Interest expense - net	161,266	147,842	322,199	293,846
Acquisition-related costs	4,485	7,752	6,559	26,320
Stock compensation expense	11,590	11,105	22,703	21,126
Refinancing Costs	638	3,507	1,751	35,591
Other, net	$ 6,987	$ 1,610	$ 11,684	$ (841)

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SEGMENTS - Total Assets by Segment (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 10,394,677	$ 9,975,661
Operating Segments | Power & Control
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	5,177,803	5,135,459
Operating Segments | Airframe
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	4,021,406	3,923,172
Operating Segments | Non- aviation
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	226,005	224,936
Corporate, Non-Segment
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	969,463	614,594
Discontinued Operations, Held-for-sale [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 0	$ 77,500

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ACCUMULATED OTHER COMPREHENSIVE LOSS - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other Comprehensive Loss, Derivatives Qualifying as Hedges, Tax	$ (14,290)	$ (1,310)	$ (24,725)	$ (24,427)

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ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Accumulated Other Comprehensive Loss (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2018 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	$ (85,143)
Current-period other comprehensive gain	90,015
Amounts reclassified from AOCI related to interest rate swap and cap agreements	1,647
Balance at end of period	6,519
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(26,669)	[1]
Current-period other comprehensive gain	61,827	[1]
Amounts reclassified from AOCI related to interest rate swap and cap agreements	(1,647)	[1]
Balance at end of period	36,805	[1]
Defined benefit pension plan activity
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(16,365)
Current-period other comprehensive gain	0
Amounts reclassified from AOCI related to interest rate swap and cap agreements	0
Balance at end of period	(16,365)
Currency translation adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(42,109)
Current-period other comprehensive gain	28,188
Amounts reclassified from AOCI related to interest rate swap and cap agreements	0
Balance at end of period	$ (13,921)

[1] Unrealized gain represents interest rate swap and cap agreements, net of taxes of $(14,290) and $(1,310) for the thirteen week periods ended March 31, 2018 and April 1, 2017 and $(24,725) and $(24,427) for the twenty-six week periods ended March 31, 2018 and April 1, 2017, respectively.

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ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Amounts Recognized in Other Comprehensive Loss (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Deferred tax benefit from redesignated interest rate swap and cap agreements		$ 45,347	$ 59,508	$ (75,700)	$ 79,558
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization from redesignated interest rate swap and cap agreements (1)	[1]			2,213	1,913
Deferred tax benefit from redesignated interest rate swap and cap agreements				(566)	(715)
Losses reclassified into earnings, net of tax				$ 1,647	$ 1,198

[1] This component of accumulated other comprehensive (loss) income is included in interest expense (see Note 11, “Derivatives and Hedging Activities,” for additional information).

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DISCONTINUED OPERATIONS Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 26, 2018	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017	Sep. 30, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from discontinued operations		$ (5,562)	$ (186)	$ (2,798)	$ (186)
Total assets of discontinued operations		0		0		$ 77,500
Total liabilities of discontinued operations		0		0		17,304
Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from discontinued operations		$ (5,562)	$ (186)	$ (2,798)	$ (186)
Schroth [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Divestiture, Sale Price	$ 61,400
Schroth [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Goodwill, Impairment Loss						$ 32,000

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DISCONTINUED OPERATIONS Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017	Sep. 30, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
NET SALES	$ 933,070	$ 868,728	$ 1,781,030	$ 1,682,746
Loss from discontinued operations	(5,562)	(186)	(2,798)	(186)
Trade accounts receivable - Net	644,985		644,985		$ 636,127
Inventories - Net	767,232		767,232		730,681
Prepaid expenses and other	46,880		46,880		38,683
PROPERTY, PLANT AND EQUIPMENT - NET	352,456		352,456		324,924
GOODWILL	5,758,705		5,758,705		5,745,338
OTHER INTANGIBLE ASSETS - NET	1,700,409		1,700,409		1,717,862
OTHER	113,003		113,003		53,985
Total assets of discontinued operations	0		0		77,500
Accounts payable	151,709		151,709		148,761
Accrued liabilities	292,146		292,146		335,888
DEFERRED INCOME TAXES	359,342		359,342		500,949
Total liabilities of discontinued operations	0		0		$ 17,304
Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
NET SALES	2,679	4,504	11,808	4,504
(Loss) income from discontinued operations before income taxes	(456)	(186)	354	(186)
(Loss) income from discontinued operations, net of tax	62	0	2,016	0
Income (loss) from discontinued operations before gain or loss on disposal net of tax	(394)	(186)	2,370	(186)
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	(5,168)	0	(5,168)	0
Loss from discontinued operations	$ (5,562)	$ (186)	$ (2,798)	$ (186)

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands		6 Months Ended
	Apr. 24, 2018	Mar. 31, 2018	Apr. 01, 2017	May 01, 2018	Sep. 30, 2017
Subsequent Event [Line Items]
Payments to Acquire Businesses, Net of Cash Acquired		$ 50,320	$ 30,002
Gross Amount		11,538,145			$ 11,573,009
Subsequent Event [Member]
Subsequent Event [Line Items]
Senior Notes				$ 500,000
Asset-backed Securities
Subsequent Event [Line Items]
Short-term borrowings—trade receivable securitization facility, Gross		$ 300,000			$ 300,000
Extant [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Payments to Acquire Businesses, Net of Cash Acquired	$ 525,000
Tranche E | Subsequent Event [Member]
Subsequent Event [Line Items]
Gross Amount				$ 700,000

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SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Sep. 30, 2017	Apr. 01, 2017	Dec. 31, 2016	Sep. 30, 2016
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 1,011,007	$ 650,561	$ 985,389	$ 985,389	$ 1,586,994
Trade accounts receivable - Net	644,985	636,127
Inventories - Net	767,232	730,681
Total assets of discontinued operations	0	77,500
Prepaid expenses and other	46,880	38,683
Total current assets	2,470,104	2,133,552
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	0	0
PROPERTY, PLANT AND EQUIPMENT - NET	352,456	324,924
GOODWILL	5,758,705	5,745,338
OTHER INTANGIBLE ASSETS - NET	1,700,409	1,717,862
OTHER	113,003	53,985
TOTAL ASSETS	10,394,677	9,975,661
Current portion of long-term debt	69,147	69,454
Short-term borrowings - trade receivable securitization facility	299,833	299,587
Accounts payable	151,709	148,761
Accrued liabilities	292,146	335,888
Total liabilities of discontinued operations	0	17,304
Total current liabilities	812,835	870,994
LONG-TERM DEBT	11,365,790	11,393,620
DEFERRED INCOME TAXES	359,342	500,949
OTHER NON-CURRENT LIABILITIES	166,047	161,302
Total liabilities	12,704,014	12,926,865
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337)	(2,951,204)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	10,394,677	9,975,661
Eliminations
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	0	0		0	0
Trade accounts receivable - Net	(21,829)	(41,749)
Inventories - Net	(3,057)	(2,100)
Total assets of discontinued operations		0
Prepaid expenses and other	0	0
Total current assets	(24,886)	(43,849)
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(18,897,354)	(15,876,264)
PROPERTY, PLANT AND EQUIPMENT - NET	0	0
GOODWILL	0	0
OTHER INTANGIBLE ASSETS - NET	0	0
OTHER	0	0
TOTAL ASSETS	(18,922,240)	(15,920,113)
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	(19,623)	(41,566)
Accrued liabilities	0	0
Total liabilities of discontinued operations		0
Total current liabilities	(19,623)	(41,566)
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	0	0
OTHER NON-CURRENT LIABILITIES	0	0
Total liabilities	(19,623)	(41,566)
STOCKHOLDERS’ (DEFICIT) EQUITY	(18,902,617)	(15,878,547)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	(18,922,240)	(15,920,113)
TransDigm Group
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	14,621	2,416		1,182	13,560
Trade accounts receivable - Net	0	0
Inventories - Net	0	0
Total assets of discontinued operations		0
Prepaid expenses and other	0	0
Total current assets	14,621	2,416
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,323,958)	(2,953,620)
PROPERTY, PLANT AND EQUIPMENT - NET	0	0
GOODWILL	0	0
OTHER INTANGIBLE ASSETS - NET	0	0
OTHER	0	0
TOTAL ASSETS	(2,309,337)	(2,951,204)
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	0	0
Accrued liabilities	0	0
Total liabilities of discontinued operations		0
Total current liabilities	0	0
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	0	0
OTHER NON-CURRENT LIABILITIES	0	0
Total liabilities	0	0
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337)	(2,951,204)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337)	(2,951,204)
TransDigm Inc.
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	817,685	439,473		811,930	1,421,251
Trade accounts receivable - Net	0	0
Inventories - Net	46,100	47,051
Total assets of discontinued operations		0
Prepaid expenses and other	7,477	4,746
Total current assets	871,262	491,270
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	10,255,472	10,263,999
PROPERTY, PLANT AND EQUIPMENT - NET	15,611	16,032
GOODWILL	82,553	85,905
OTHER INTANGIBLE ASSETS - NET	26,907	27,620
OTHER	78,068	20,316
TOTAL ASSETS	11,329,873	10,905,142
Current portion of long-term debt	69,147	69,454
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	16,951	14,712
Accrued liabilities	113,827	180,916
Total liabilities of discontinued operations		0
Total current liabilities	199,925	265,082
LONG-TERM DEBT	11,365,790	11,393,620
DEFERRED INCOME TAXES	300,255	442,415
OTHER NON-CURRENT LIABILITIES	68,538	61,347
Total liabilities	11,934,508	12,162,464
STOCKHOLDERS’ (DEFICIT) EQUITY	(604,635)	(1,257,322)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	11,329,873	10,905,142
Subsidiary Guarantors
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	3,284	(203)		1,068	8,808
Trade accounts receivable - Net	13,998	25,069
Inventories - Net	603,775	571,712
Total assets of discontinued operations		6,428
Prepaid expenses and other	23,855	24,141
Total current assets	644,912	627,147
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	8,266,878	7,599,210
PROPERTY, PLANT AND EQUIPMENT - NET	286,939	261,434
GOODWILL	5,006,108	4,996,034
OTHER INTANGIBLE ASSETS - NET	1,422,511	1,438,006
OTHER	29,107	27,567
TOTAL ASSETS	15,656,455	14,949,398
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	116,868	137,948
Accrued liabilities	128,807	103,902
Total liabilities of discontinued operations		0
Total current liabilities	245,675	241,850
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	113	(99)
OTHER NON-CURRENT LIABILITIES	69,243	73,245
Total liabilities	315,031	314,996
STOCKHOLDERS’ (DEFICIT) EQUITY	15,341,424	14,634,402
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	15,656,455	14,949,398
Non- Guarantor Subsidiaries
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	175,417	208,875		$ 171,209	$ 143,375
Trade accounts receivable - Net	652,816	652,807
Inventories - Net	120,414	114,018
Total assets of discontinued operations		71,072
Prepaid expenses and other	15,548	9,796
Total current assets	964,195	1,056,568
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	2,698,962	966,675
PROPERTY, PLANT AND EQUIPMENT - NET	49,906	47,458
GOODWILL	670,044	663,399
OTHER INTANGIBLE ASSETS - NET	250,991	252,236
OTHER	5,828	6,102
TOTAL ASSETS	4,639,926	2,992,438
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	299,833	299,587
Accounts payable	37,513	37,667
Accrued liabilities	49,512	51,070
Total liabilities of discontinued operations		17,304
Total current liabilities	386,858	405,628
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	58,974	58,633
OTHER NON-CURRENT LIABILITIES	28,266	26,710
Total liabilities	474,098	490,971
STOCKHOLDERS’ (DEFICIT) EQUITY	4,165,828	2,501,467
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$ 4,639,926	$ 2,992,438

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SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Mar. 31, 2018	Apr. 01, 2017
Condensed Income Statements, Captions [Line Items]
NET SALES	$ 933,070	$ 868,728	$ 1,781,030	$ 1,682,746
COST OF SALES	398,996	379,291	770,306	749,054
GROSS PROFIT	534,074	489,437	1,010,724	933,692
SELLING AND ADMINISTRATIVE EXPENSES	107,526	100,857	214,054	202,572
AMORTIZATION OF INTANGIBLE ASSETS	17,457	22,032	34,569	47,563
(LOSS) INCOME FROM OPERATIONS	409,091	366,548	762,101	683,557
INTEREST EXPENSE - NET	161,266	147,842	322,199	293,846
REFINANCING COSTS	638	3,507	1,751	35,591
EQUITY IN INCOME OF SUBSIDIARIES			0	0
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	247,187	215,199	438,151	354,120
INCOME TAX PROVISION	45,347	59,508	(75,700)	79,558
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent	201,840	155,691	513,851	274,562
Loss from discontinued operations	(5,562)	(186)	(2,798)	(186)
NET INCOME	196,278	155,505	511,053	274,376
OTHER COMPREHENSIVE INCOME, NET OF TAX	68,262	10,229	91,662	20,952
TOTAL COMPREHENSIVE INCOME	$ 264,540	$ 165,734	602,715	295,328
Eliminations
Condensed Income Statements, Captions [Line Items]
NET SALES			(39,412)	(40,597)
COST OF SALES			(39,412)	(40,597)
GROSS PROFIT			0	0
SELLING AND ADMINISTRATIVE EXPENSES			0	0
AMORTIZATION OF INTANGIBLE ASSETS			0	0
(LOSS) INCOME FROM OPERATIONS			0	0
INTEREST EXPENSE - NET			0	0
REFINANCING COSTS			0	0
EQUITY IN INCOME OF SUBSIDIARIES			1,073,597	904,158
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			(1,073,597)	(904,158)
INCOME TAX PROVISION			0	0
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			(1,073,597)	(904,158)
Loss from discontinued operations			0
NET INCOME			(1,073,597)	(904,158)
OTHER COMPREHENSIVE INCOME, NET OF TAX			(129,559)	3,357
TOTAL COMPREHENSIVE INCOME			(1,203,156)	(900,801)
TransDigm Group
Condensed Income Statements, Captions [Line Items]
NET SALES			0	0
COST OF SALES			0	0
GROSS PROFIT			0	0
SELLING AND ADMINISTRATIVE EXPENSES			0	61
AMORTIZATION OF INTANGIBLE ASSETS			0	0
(LOSS) INCOME FROM OPERATIONS			0	(61)
INTEREST EXPENSE - NET			0	0
REFINANCING COSTS			0	0
EQUITY IN INCOME OF SUBSIDIARIES			(511,053)	(274,437)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			511,053	274,376
INCOME TAX PROVISION			0	0
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			511,053	274,376
Loss from discontinued operations			0	0
NET INCOME			511,053	274,376
OTHER COMPREHENSIVE INCOME, NET OF TAX			91,662	20,952
TOTAL COMPREHENSIVE INCOME			602,715	295,328
TransDigm Inc.
Condensed Income Statements, Captions [Line Items]
NET SALES			77,215	65,037
COST OF SALES			43,858	36,230
GROSS PROFIT			33,357	28,807
SELLING AND ADMINISTRATIVE EXPENSES			48,893	47,474
AMORTIZATION OF INTANGIBLE ASSETS			714	387
(LOSS) INCOME FROM OPERATIONS			(16,250)	(19,054)
INTEREST EXPENSE - NET			318,138	298,005
REFINANCING COSTS			1,751	35,591
EQUITY IN INCOME OF SUBSIDIARIES			(562,544)	(629,721)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			226,405	277,071
INCOME TAX PROVISION			(284,648)	2,634
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			511,053	274,437
Loss from discontinued operations			0	0
NET INCOME			511,053	274,437
OTHER COMPREHENSIVE INCOME, NET OF TAX			64,166	40,955
TOTAL COMPREHENSIVE INCOME			575,219	315,392
Subsidiary Guarantors
Condensed Income Statements, Captions [Line Items]
NET SALES			1,441,477	1,409,050
COST OF SALES			577,494	605,288
GROSS PROFIT			863,983	803,762
SELLING AND ADMINISTRATIVE EXPENSES			103,779	127,391
AMORTIZATION OF INTANGIBLE ASSETS			29,709	43,108
(LOSS) INCOME FROM OPERATIONS			730,495	633,263
INTEREST EXPENSE - NET			(2)	(31)
REFINANCING COSTS			0	0
EQUITY IN INCOME OF SUBSIDIARIES			0	0
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			730,497	633,294
INCOME TAX PROVISION			202,265	73,549
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			528,232	559,745
Loss from discontinued operations			(17,869)	(423)
NET INCOME			510,363	559,322
OTHER COMPREHENSIVE INCOME, NET OF TAX			9,719	15,012
TOTAL COMPREHENSIVE INCOME			520,082	574,334
Non- Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
NET SALES			301,750	249,256
COST OF SALES			188,366	148,133
GROSS PROFIT			113,384	101,123
SELLING AND ADMINISTRATIVE EXPENSES			61,382	27,646
AMORTIZATION OF INTANGIBLE ASSETS			4,146	4,068
(LOSS) INCOME FROM OPERATIONS			47,856	69,409
INTEREST EXPENSE - NET			4,063	(4,128)
REFINANCING COSTS			0	0
EQUITY IN INCOME OF SUBSIDIARIES			0	0
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			43,793	73,537
INCOME TAX PROVISION			6,683	3,375
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent			37,110	70,162
Loss from discontinued operations			15,071	237
NET INCOME			52,181	70,399
OTHER COMPREHENSIVE INCOME, NET OF TAX			55,674	(59,324)
TOTAL COMPREHENSIVE INCOME			$ 107,855	$ 11,075

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SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Cash Flow Statement (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Mar. 31, 2018	Apr. 01, 2017	Sep. 30, 2017
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$ 453,684	$ 390,500
Capital expenditures	(30,884)	(38,436)
Payments made in connection with acquisitions	(50,320)	(30,002)
Proceeds (payments made) from sale (purchase) of discontinued operations	57,686	(78,879)
Net cash provided by (used in) investing activities	(23,518)	(147,317)
Intercompany activities	0	0
Proceeds from exercise of stock options	26,305	12,345
Special dividend and dividend equivalent payments	(56,148)	(1,375,998)
Treasury stock purchased	0	339,833
Proceeds from term loans, net	793,042	1,132,774
Repayment on term loans	(833,052)	(32,302)
Proceeds from Issuance of Subordinated Long-term Debt		301,006
Cash tender and redemption of senior subordinated notes due 2021, including premium	0	(528,847)
Other	(2,155)	(10,745)
Net cash provided by (used in) financing activities	(72,008)	(841,600)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	2,288	(3,188)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	360,446	(601,605)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	650,561	1,586,994	$ 1,586,994
CASH AND CASH EQUIVALENTS, END OF PERIOD	1,011,007	985,389	650,561
Eliminations
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	2,980	1,116
Capital expenditures	0	0
Payments made in connection with acquisitions	0
Proceeds (payments made) from sale (purchase) of discontinued operations	0	0
Net cash provided by (used in) investing activities	0	0
Intercompany activities	(2,980)	(1,116)
Proceeds from exercise of stock options	0	0
Special dividend and dividend equivalent payments	0	0
Treasury stock purchased		0
Proceeds from term loans, net	0	0
Repayment on term loans	0	0
Proceeds from Issuance of Subordinated Long-term Debt		0
Cash tender and redemption of senior subordinated notes due 2021, including premium		0
Other	0	0
Net cash provided by (used in) financing activities	(2,980)	(1,116)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	0	0	0
CASH AND CASH EQUIVALENTS, END OF PERIOD	0		0
TransDigm Group
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	0	(61)
Capital expenditures	0
Payments made in connection with acquisitions	0
Proceeds (payments made) from sale (purchase) of discontinued operations	0	0
Net cash provided by (used in) investing activities	0	0
Intercompany activities	42,048	1,691,169
Proceeds from exercise of stock options	26,305	12,345
Special dividend and dividend equivalent payments	(56,148)	(1,375,998)
Treasury stock purchased		339,833
Proceeds from term loans, net	0	0
Repayment on term loans	0	0
Proceeds from Issuance of Subordinated Long-term Debt		0
Cash tender and redemption of senior subordinated notes due 2021, including premium		0
Other	0	0
Net cash provided by (used in) financing activities	12,205	(12,317)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	12,205	(12,378)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,416	13,560	13,560
CASH AND CASH EQUIVALENTS, END OF PERIOD	14,621		2,416
TransDigm Inc.
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(157,892)	(332,771)
Capital expenditures	(826)	(829)
Payments made in connection with acquisitions	(50,320)	(30,002)
Proceeds (payments made) from sale (purchase) of discontinued operations	57,686	(78,879)
Net cash provided by (used in) investing activities	6,540	(109,710)
Intercompany activities	571,729	(1,028,726)
Proceeds from exercise of stock options	0	0
Special dividend and dividend equivalent payments	0	0
Treasury stock purchased		0
Proceeds from term loans, net	793,042	1,132,774
Repayment on term loans	(833,052)	(32,302)
Proceeds from Issuance of Subordinated Long-term Debt		301,006
Cash tender and redemption of senior subordinated notes due 2021, including premium		(528,847)
Other	(2,155)	(10,745)
Net cash provided by (used in) financing activities	529,564	(166,840)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	378,212	(609,321)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	439,473	1,421,251	1,421,251
CASH AND CASH EQUIVALENTS, END OF PERIOD	817,685		439,473
Subsidiary Guarantors
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	578,789	720,181
Capital expenditures	(27,370)	(34,576)
Payments made in connection with acquisitions	0
Proceeds (payments made) from sale (purchase) of discontinued operations	0	0
Net cash provided by (used in) investing activities	(27,370)	(34,576)
Intercompany activities	(547,932)	(693,345)
Proceeds from exercise of stock options	0	0
Special dividend and dividend equivalent payments	0	0
Treasury stock purchased		0
Proceeds from term loans, net	0	0
Repayment on term loans	0	0
Proceeds from Issuance of Subordinated Long-term Debt		0
Cash tender and redemption of senior subordinated notes due 2021, including premium		0
Other	0	0
Net cash provided by (used in) financing activities	(547,932)	(693,345)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3,487	(7,740)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	(203)	8,808	8,808
CASH AND CASH EQUIVALENTS, END OF PERIOD	3,284		(203)
Non- Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	29,807	2,035
Capital expenditures	(2,688)	(3,031)
Payments made in connection with acquisitions	0
Proceeds (payments made) from sale (purchase) of discontinued operations	0	0
Net cash provided by (used in) investing activities	(2,688)	(3,031)
Intercompany activities	(62,865)	32,018
Proceeds from exercise of stock options	0	0
Special dividend and dividend equivalent payments	0	0
Treasury stock purchased		0
Proceeds from term loans, net	0	0
Repayment on term loans	0	0
Proceeds from Issuance of Subordinated Long-term Debt		0
Cash tender and redemption of senior subordinated notes due 2021, including premium		0
Other	0	0
Net cash provided by (used in) financing activities	(62,865)	32,018
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	2,288	(3,188)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(33,458)	27,834
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	208,875	$ 143,375	143,375
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 175,417		$ 208,875

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SUPPLEMENTAL GUARANTOR INFORMATION Narrative (Details)	Mar. 31, 2018
Condensed Financial Statements, Captions [Line Items]
Percentage of ownership in subsidiary	100.00%