Document
Table of Contents

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.

Table of Contents

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

Table of Contents

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.

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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.

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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.

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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.

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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.

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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.

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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.

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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’

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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 plus 2.5% 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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Table of Contents

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


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Table of Contents

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
Table of Contents

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
Table of Contents

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
Table of Contents

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
Table of Contents

TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE TWENTY-SIX WEEK PERIOD ENDED MARCH 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
—

</