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 January 2, 2016.

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

For the transition period from             to            

Commission File Number 001-32833

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

41-2101738

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

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

(216) 706-2960

(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, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

LARGE ACCELERATED FILER	ý	ACCELERATED FILER	¨
NON-ACCELERATED FILER	¨	SMALLER REPORTING COMPANY	¨

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

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 53,466,525 as of January 26, 2016.

INDEX

			Page
Part I		FINANCIAL INFORMATION
	Item 1	Financial Statements
		Condensed Consolidated Balance Sheets – January 2, 2016 and September 30, 2015	1
		Condensed Consolidated Statements of Income – Thirteen Week Periods Ended January 2, 2016 and December 27, 2014	2
		Condensed Consolidated Statements of Comprehensive Income – Thirteen Week Periods Ended January 2, 2016 and December 27, 2014	3
		Condensed Consolidated Statement of Changes in Stockholders’ Deficit – Thirteen Week Period Ended January 2, 2016	4
		Condensed Consolidated Statements of Cash Flows – Thirteen Week Periods Ended January 2, 2016 and December 27, 2014	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3	Quantitative and Qualitative Disclosure About Market Risk	32
	Item 4	Controls and Procedures	32
Part II		OTHER INFORMATION	32
	Item 1A	Risk Factors	32
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 6	Exhibits	34
SIGNATURES			35

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

(Unaudited)

	January 2, 2016			September 30, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	805,291		$	714,033
Trade accounts receivable - Net	427,265			444,072
Inventories - Net	599,311			591,401
Prepaid expenses and other	28,908			37,081
Total current assets	1,860,775			1,786,587
PROPERTY, PLANT AND EQUIPMENT - Net	268,028			260,684
GOODWILL	4,683,630			4,686,220
OTHER INTANGIBLE ASSETS - Net	1,487,316			1,539,851
OTHER	30,229			30,593
TOTAL ASSETS	$	8,329,978		$	8,303,935
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt	$	43,445		$	43,427
Short-term borrowings - trade receivable securitization facility	199,817			199,792
Accounts payable	113,607			142,822
Accrued liabilities	299,573			271,553
Total current liabilities	656,442			657,594
LONG-TERM DEBT	8,099,159			8,106,383
DEFERRED INCOME TAXES	410,110			404,997
OTHER NON-CURRENT LIABILITIES	128,537			173,267
Total liabilities	9,294,248			9,342,241
STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 55,323,774 and 55,100,094 at January 2, 2016 and September 30, 2015, respectively	553			551
Paid-in capital	984,436			950,324
Accumulated deficit	(1,606,443		)	(1,717,232		)
Accumulated other comprehensive loss	(96,101		)	(96,009		)
Treasury stock, at cost; 1,738,968 and 1,415,100 shares at January 2, 2016 and September 30, 2015, respectively	(246,715		)	(175,940		)
Total stockholders’ deficit	(964,270		)	(1,038,306		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	8,329,978		$	8,303,935

See notes to condensed consolidated financial statements.

1

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THIRTEEN WEEK PERIODS ENDED

JANUARY 2, 2016 AND DECEMBER 27, 2014

(Amounts in thousands, except per share amounts)

(Unaudited)

	Thirteen Week Periods Ended
	January 2, 2016		December 27, 2014
NET SALES	$	701,695	$	586,898
COST OF SALES	327,128		265,725
GROSS PROFIT	374,567		321,173
SELLING AND ADMINISTRATIVE EXPENSES	82,203		67,479
AMORTIZATION OF INTANGIBLE ASSETS	16,323		13,026
INCOME FROM OPERATIONS	276,041		240,668
INTEREST EXPENSE - Net	111,983		98,935
INCOME BEFORE INCOME TAXES	164,058		141,733
INCOME TAX PROVISION	49,157		46,200
NET INCOME	$	114,901	$	95,533
NET INCOME APPLICABLE TO COMMON STOCK	$	111,901	$	92,168
Net earnings per share - see Note 5:
Basic and diluted	$	1.97	$	1.63
Weighted-average shares outstanding:
Basic and diluted	56,805		56,591

See notes to condensed consolidated financial statements.

2

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIODS ENDED

JANUARY 2, 2016 AND DECEMBER 27, 2014

(Amounts in thousands)

(Unaudited)

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
Net income	$	114,901		$	95,533
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(8,950		)	(10,748		)
Interest rate swap and cap agreements, net of taxes of $(5,092) and $5,892 for the thirteen week periods ended January 2, 2016 and December 27, 2014, respectively	8,858			(10,538		)
Other comprehensive loss, net of tax	(92		)	(21,286		)
TOTAL COMPREHENSIVE INCOME	$	114,809		$	74,247

See notes to condensed consolidated financial statements.

3

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THIRTEEN WEEK PERIOD ENDED JANUARY 2, 2016

(Amounts in thousands, except share amounts)

(Unaudited)

	Common Stock			Additional Paid-In Capital					Accumulated Other Comprehensive Loss			Treasury Stock
	Number of Shares	Par Value				Accumulated Deficit						Number of Shares		Value			Total
BALANCE, OCTOBER 1, 2015	55,100,094	$	551	$	950,324	$	(1,717,232	)	$	(96,009	)	(1,415,100	)	$	(175,940	)	$	(1,038,306	)
Unvested dividend equivalents	—	—		—		(4,112		)	—			—		—			(4,112		)
Compensation expense recognized for employee stock options	—	—		10,681		—			—			—		—			10,681
Excess tax benefits related to share-based payment arrangements	—	—		14,539		—			—			—		—			14,539
Exercise of employee stock options	223,680	2		8,892		—			—			—		—			8,894
Treasury stock purchased	—	—		—		—			—			(323,868	)	(70,775		)	(70,775		)
Net income	—	—		—		114,901			—			—		—			114,901
Foreign currency translation adjustments	—	—		—		—			(8,950		)	—		—			(8,950		)
Interest rate swaps and caps, net of tax	—	—		—		—			8,858			—		—			8,858
BALANCE, JANUARY 2, 2016	55,323,774	$	553	$	984,436	$	(1,606,443	)	$	(96,101	)	(1,738,968	)	$	(246,715	)	$	(964,270	)

See notes to condensed consolidated financial statements.

4

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
OPERATING ACTIVITIES:
Net income	$	114,901		$	95,533
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	9,700			8,425
Amortization of intangible assets	16,501			13,357
Amortization of debt issuance costs	3,832			3,999
Non-cash equity compensation	10,681			5,764
Excess tax benefits related to share-based payment arrangements	(14,539		)	(8,264		)
Deferred income taxes	601			923
Changes in assets/liabilities, net of effects from acquisitions of businesses:
Trade accounts receivable	14,368			17,096
Inventories	(14,108		)	(12,646		)
Income taxes receivable/payable	30,343			40,589
Other assets	917			(3,156		)
Accounts payable	(28,160		)	(22,773		)
Accrued interest	29,939			74,471
Accrued and other liabilities	(10,846		)	(24,359		)
Net cash provided by operating activities	164,130			188,959
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	(10,172		)	(8,138		)
Net cash used in investing activities	(10,172		)	(8,138		)
FINANCING ACTIVITIES:
Excess tax benefits related to share-based payment arrangements	14,539			8,264
Proceeds from exercise of stock options	8,892			7,391
Dividends paid	(3,000		)	(3,365		)
Treasury stock purchased	(70,775		)	—
Repayment on term loans	(10,960		)	—
Other	(87		)	(41		)
Net cash (used in) provided by financing activities	(61,391		)	12,249
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(1,309		)	(989		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	91,258			192,081
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	714,033			819,548
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	805,291		$	1,011,629
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	78,733		$	15,307
Cash paid during the period for income taxes	$	884		$	944

See notes to condensed consolidated financial statements.

5

TRANSDIGM GROUP INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THIRTEEN WEEK PERIODS ENDED JANUARY 2, 2016 AND DECEMBER 27, 2014

(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 all 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, 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, 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 solely 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, 2015 included in TD Group’s Form 10-K filed on November 13, 2015. 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, 2015 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the thirteen week period ended January 2, 2016 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 classifications related to the adoption of new accounting pronouncements during the thirteen week period ended January 2, 2016 impacting the classification of both debt issuance costs and deferred income taxes in the Condensed Consolidated Balance Sheets. The accounting pronouncements and impact of the adoption of the pronouncements are summarized in Note 4, "Recent Accounting Pronouncements."

3.    ACQUISITIONS

During the fiscal year ended September 30, 2015, the Company completed the acquisitions of PneuDraulics, Inc. ("PneuDraulics"), the assets of the aerospace business of Pexco LLC (“Pexco Aerospace”), the aerospace business of Franke Aquarotter GmbH (now named Adams Rite Aerospace GmbH), and the Telair Cargo Group (“Telair”). The Company accounted for the acquisitions using the acquisition method and included the results of operations of the acquisitions in its consolidated financial statements from the effective date of each acquisition. As of January 2, 2016, the purchase price allocations for each of the acquisitions referenced above remain preliminary as the Company completes its assessments of deferred taxes and certain reserves. Pro forma net sales and results of operations for the acquisitions had they occurred at the beginning of the applicable thirteen week periods ended January 2, 2016 or December 27, 2014 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

PneuDraulics – On August 19, 2015, TransDigm Inc. acquired all of the outstanding stock of PneuDraulics for approximately $323.5 million in cash. PneuDraulics manufactures proprietary, highly engineered aerospace pneumatic and hydraulic components and subsystems for commercial transport, regional, business jet and military applications. These products fit well with TransDigm’s overall business direction. PneuDraulics is included in TransDigm’s Power & Control segment. The purchase price includes approximately $104.5 million of tax benefits to be realized by the Company over a 15 year period beginning in 2015, and the Company expects that approximately $220.9 million of goodwill recognized for the acquisition will be deductible for tax purposes.

Pexco Aerospace – On May 14, 2015, Pexco Aerospace, Inc., a newly formed subsidiary of TransDigm Inc., acquired the assets of the aerospace business of Pexco LLC (“Pexco Aerospace”) for a total purchase price of approximately $496.4 million in cash, less a purchase price adjustment of $0.4 million received in the fourth quarter of fiscal 2015. Pexco Aerospace manufactures extruded plastic interior parts for use in the commercial aerospace industry. These products fit well with TransDigm’s overall business direction. Pexco Aerospace is included in TransDigm’s Airframe segment. The purchase price includes approximately $166.4 million of tax benefits to be realized by TransDigm over a 15 year period beginning in 2015, and the Company expects that approximately $407.4 million of goodwill recognized for the acquisition will be deductible for tax purposes.

Adams Rite Aerospace GmbH – On March 31, 2015, the Company’s Adams Rite subsidiary acquired the aerospace business of Franke Aquarotter GmbH (now known as Adams Rite Aerospace GmbH) for approximately $75.3 million in cash. Adams Rite Aerospace GmbH manufactures proprietary faucets and related products for use on commercial transports and regional jets. These products fit well with TransDigm’s overall business direction. Adams Rite Aerospace GmbH is included in TransDigm’s Airframe segment. The Company expects that approximately $63.9 million of goodwill recognized for the acquisition will not be deductible for tax purposes.

Telair Cargo Group – On March 26, 2015, TransDigm Germany GmbH, a subsidiary of TransDigm Inc., acquired all of the outstanding stock of Telair International GmbH ("Telair International"), TransDigm Inc. acquired all of the outstanding stock of Nordisk Aviation Products ("Nordisk"), and Telair US LLC, a newly formed subsidiary of TransDigm Inc. ("Telair US"), acquired the assets of the AAR Cargo business (collectively, "Telair Cargo Group"). The total purchase price was approximately $730.9 million in cash, which included a net $7.7 million purchase price adjustment paid in the fourth quarter of fiscal 2015. Telair Cargo Group manufactures aerospace on-board cargo loading and handling, restraint systems and unit load devices for a variety of commercial and military platforms with positions on a wide range of new and existing aircraft. These products fit well with TransDigm’s overall business direction. The business consists of three major operating units: Telair International, Nordisk and Telair US. Telair International and Telair US are included in TransDigm’s Power & Control segment and Nordisk is included in TransDigm’s Airframe segment.

The total purchase price of Telair Cargo Group was allocated to the underlying assets acquired and liabilities assumed based upon management’s estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. The following table summarizes the purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed at the transaction date (in thousands).

Assets acquired:
Current assets, excluding cash acquired	$	143,417
Property, plant, and equipment	16,011
Intangible assets	203,860
Goodwill	489,790
Other	1,445
Total assets acquired	$	854,523
Liabilities assumed:
Current liabilities	$	59,661
Other noncurrent liabilities	64,001
Total liabilities assumed	$	123,662
Net assets acquired	$	730,861

The Company expects that approximately $35.8 million of goodwill recognized for the acquisition will be deductible for tax purposes and approximately $454.0 million of goodwill recognized for the acquisition will not be deductible for tax purposes.

7

4.    RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 which creates a new topic in the Accounting Standards Codification (“ASC”) Topic 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; changes the basis for deciding when revenue is recognized over time or at a point in time; provides new and more detailed guidance on specific topics; and expands and improves disclosures about revenue. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018. The Company is currently evaluating the impact that the update will have on its financial position, results of operations, cash flows and financial statement disclosures.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which expands upon the guidance on the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The guidance does not change the current requirements surrounding the recognition and measurement of debt issuance costs, and the amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for the Company beginning October 1, 2016. However, as early adoption is permissible, the Company adopted the pronouncement effective October 1, 2015. The adoption of this pronouncement did not have a significant impact on our consolidated financial position and results of operations, although it did change the financial statement classification of debt issuance costs. In connection with adopting the pronouncement beginning October 1, 2015, the Company reclassified $74.2 million and $77.7 million in debt issuance costs as of January 2, 2016 and September 30, 2015, to Current portion of long-term debt and Long-term debt in the liabilities section of the Condensed Consolidated Balance Sheets, respectively.

In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," a new standard intended to simplify the accounting for measurement period adjustments in a business combination. Measurement period adjustments are changes to provisional amounts recorded when the accounting for a business combination is incomplete as of the end of a reporting period. The measurement period can extend for up to a year following the transaction date. During the measurement period, companies may make adjustments to provisional amounts when information necessary to complete the measurement is received. The new guidance requires companies to recognize these adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. Companies are no longer required to retroactively apply measurement period adjustments to all periods presented. The guidance is effective for the Company on October 1, 2016. However, as early adoption is permissible, the Company adopted the pronouncement beginning October 1, 2015. The adoption of this pronouncement did not have a significant impact on the Company's financial statements and financial statement disclosures.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” which will require entities to present deferred tax assets and liabilities as noncurrent in a classified balance sheet. This guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. As early adoption is permissible, the Company adopted this pronouncement beginning October 1, 2015 and applied this pronouncement retrospectively. The adoption of this pronouncement resulted in the reclassification of $45.6 million from Current deferred income tax assets and $0.4 million from Other long-term assets in the Condensed Consolidated Balance Sheet as of January 2, 2016 to Noncurrent deferred income tax liabilities. Additionally, $45.4 million was reclassified from Current deferred income tax assets in the Condensed Consolidated Balance Sheet as of September 30, 2015 to Noncurrent deferred income tax liabilities.

8

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
	January 2, 2016			December 27, 2014
Numerator for earnings per share:
Net income	$	114,901		$	95,533
Less dividends paid on participating securities	(3,000		)	(3,365		)
Net income applicable to common stock - basic and diluted	$	111,901		$	92,168
Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding	53,706			52,511
Vested options deemed participating securities	3,099			4,080
Total shares for basic and diluted earnings per share	56,805			56,591
Basic and diluted earnings per share	$	1.97		$	1.63

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):

	January 2, 2016			September 30, 2015
Raw materials and purchased component parts	$	403,127		$	371,073
Work-in-progress	147,039			164,793
Finished Goods	119,716			122,956
Total	669,882			658,822
Reserves for excess and obsolete inventory and LIFO	(70,571		)	(67,421		)
Inventories - net	$	599,311		$	591,401

7.    INTANGIBLE ASSETS

Intangible assets subject to amortization consist of the following (in thousands):

	January 2, 2016						September 30, 2015
	Gross  Carrying Amount		Accumulated Amortization		Net		Gross  Carrying Amount		Accumulated Amortization		Net
Technology	$	1,077,848	$	246,643	$	831,205	$	1,100,317	$	233,434	$	866,883
Order backlog	17,835		13,059		4,776		19,501		10,709		8,792
Other	43,215		14,132		29,083		43,229		13,557		29,672
Total	$	1,138,898	$	273,834	$	865,064	$	1,163,047	$	257,700	$	905,347

The aggregate amortization expense on identifiable intangible assets for the thirteen week periods ended January 2, 2016 and December 27, 2014 was approximately $16.3 million and $13.0 million, respectively. The estimated amortization expense is $64.7 million for fiscal year 2016 and $57.5 million for each of the five succeeding fiscal years 2017 through 2021.

9

The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2015 through January 2, 2016 (in thousands):

	Power & Control		Airframe			Non- aviation		Total
Balance, September 30, 2015	$	2,238,443	$	2,392,408		$	55,369	$	4,686,220
Purchase price allocation adjustments	4,165		35			—		4,200
Other	2		(6,792		)	—		(6,790		)
Balance, January 2, 2016	$	2,242,610	$	2,385,651		$	55,369	$	4,683,630

8.    DEBT

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

	January 2, 2016
	Gross Amount		Debt Issuance Costs			Original Issue Discount			Net Amount
Short-term borrowings—trade receivable securitization facility	$	200,000	$	(183	)	$	—		$	199,817
Term loans	$	4,371,854	$	(41,309	)	$	(5,266	)	$	4,325,279
5 1/2% senior subordinated notes due 2020 (2020 Notes)	550,000		(5,091		)	—			544,909
7 1/2% senior subordinated notes due 2021 (2021 Notes)	500,000		(3,627		)	—			496,373
6% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(9,461		)	—			1,140,539
6 1/2% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(10,100		)	—			1,189,900
6 1/2% senior subordinated notes due 2025 (2025 Notes)	450,000		(4,396		)	—			445,604
	8,221,854		(73,984		)	(5,266		)	8,142,604
Less current portion	43,840		(395		)	—			43,445
Long-term debt	$	8,178,014	$	(73,589	)	$	(5,266	)	$	8,099,159

	September 30, 2015
	Gross Amount		Debt Issuance Costs			Original Issue Discount			Net Amount
Short-term borrowings—trade receivable securitization facility	$	200,000	$	(208	)	$	—		$	199,792
Term loans	$	4,382,813	$	(43,660	)	$	(5,471	)	$	4,333,682
2020 Notes	550,000		(5,355		)	—			544,645
2021 Notes	500,000		(3,789		)	—			496,211
2022 Notes	1,150,000		(9,821		)	—			1,140,179
2024 Notes	1,200,000		(10,394		)	—			1,189,606
2025 Notes	450,000		(4,513		)	—			445,487
	8,232,813		(77,532		)	(5,471		)	8,149,810
Less current portion	43,840		(413		)	—			43,427
Long-term debt	$	8,188,973	$	(77,119	)	$	(5,471	)	$	8,106,383

9.    INCOME TAXES

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 January 2, 2016 and December 27, 2014, the effective income tax rate was 30.0% and 32.6%, respectively. The Company’s lower effective tax rate for the thirteen week period was primarily due to foreign earnings taxed at rates lower than the U.S. statutory rate and a discrete adjustment related to the permanent reinstatement of the US research and development tax credit. The Company’s effective tax rate for these periods was less than the Federal statutory tax rate primarily due to 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,

10

Hungary, 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 examination in Belgium for its fiscal years of 2013 and 2014. In addition, the Company is subject to state income tax examinations for fiscal years 2009 and later.

At January 2, 2016 and September 30, 2015, TD Group had $6.6 million and $6.9 million in unrecognized tax benefits, the recognition of which would have an effect of approximately $6.3 million and $6.5 million on the effective tax rate at January 2, 2016 and September 30, 2015, respectively. The Company believes that the tax positions that comprise the unrecognized tax benefit will be reduced by approximately $1.6 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 tables present 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):

		January 2, 2016				September 30, 2015
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	805,291	$	805,291	$	714,033	$	714,033
Interest rate cap agreements (1)	2	7,980		7,980		8,180		8,180
Liabilities:
Interest rate swap agreements (2)	2	25,500		25,500		24,770		24,770
Interest rate swap agreements (3)	2	34,850		34,850		49,730		49,730
Short-term borrowings - trade receivable securitization facility (4)	1	199,817		199,817		199,792		199,792
Long-term debt, including current portion:
Term loans (4)	2	4,325,279		4,223,000		4,333,682		4,344,000
2020 Notes (4)	1	544,909		534,000		544,645		520,000
2021 Notes (4)	1	496,373		513,000		496,211		524,000
2022 Notes (4)	1	1,140,539		1,121,000		1,140,179		1,081,000
2024 Notes (4)	1	1,189,900		1,167,000		1,189,606		1,119,000
2025 Notes (4)	1	445,604		435,000		445,487		417,000

(1) Included in Other non-current assets on the Condensed Consolidated Balance Sheet.

(2) Included in Accrued liabilities on the Condensed Consolidated Balance Sheet.

(3) Included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

(4) The carrying amount of the debt instrument is presented net of the debt issuance costs in connection with the Company's adoption of ASU 2015-03. Refer to Note 8, "Debt," for gross carrying amounts.

The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information is 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

11

Company’s senior secured credit facility. The estimated fair values of the Company’s 2020 Notes, 2021 Notes, 2022 Notes, 2024 Notes and 2025 Notes were based upon quoted market prices.

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 January 2, 2016 and September 30, 2015.

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 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.

At January 2, 2016, five forward-starting interest rate swap agreements beginning March 31, 2016 were in place to hedge the variable interest rates on the 2014 Term Loans for a fixed rate based on an aggregate notional amount of $750 million through June 30, 2020. These forward-starting interest rate swap agreements will effectively convert the variable interest rate on the aggregate notional amount of the 2014 Term Loans to a fixed rate of 5.8% (2.8% plus the 3% margin percentage) over the term of the interest rate swap agreements.

At January 2, 2016, six interest rate cap agreements beginning September 30, 2015 were in place to offset the variable interest rates on the 2015 Term Loans based on an aggregate notional amount of $750 million. These interest rate cap agreements offset the variability in expected future cash flows on the Company's variable rate debt attributable to fluctuations above the three month LIBOR of 2.5% through June 30, 2020.

At January 2, 2016, three interest rate swap agreements beginning September 30, 2014 were in place to hedge the variable interest rates on the 2014 Term Loans for a fixed rate based on an aggregate notional amount of $1.0 billion through June 30, 2019. These interest rate swap agreements converted the variable interest rate on the aggregate notional amount of the 2014 Term Loans to a fixed rate of 5.4% (2.4% plus the 3% margin percentage) over the term of the interest rate swap agreements.

In connection with the refinancing of the 2011 Term Loans, the Company no longer designated the interest rate swap agreements relating to the $353 million aggregate notional amount as cash flow hedges for accounting purposes. Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into earnings totaled $1.1 million for the thirteen week period ended December 27, 2014. There is no remaining amortization for these dedesignated swap agreements as of September 30, 2015.

Based on the fair value amounts of the interest rate swap agreements determined as of January 2, 2016, the estimated net amount of existing gains and losses expected to be reclassified into interest expense within the next twelve months is approximately $25.5 million.

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

12

controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, 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, 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, and refueling systems for heavy equipment used in mining, construction and other industries. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers and manufacturers of heavy equipment used in mining, construction and other industries.

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 including refinancing costs, acquisition-related costs, transaction-related costs and non-cash compensation charges incurred in connection with the Company’s stock incentive 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.

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

	Thirteen Week Periods Ended
	January 2, 2016		December 27, 2014
Net sales to external customers
Power & Control	$	347,209	$	283,379
Airframe	331,138		281,614
Non-aviation	23,348		21,905
	$	701,695	$	586,898

13

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

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
EBITDA As Defined
Power & Control	$	161,776		$	146,128
Airframe	155,088			125,821
Non-aviation	6,386			4,738
Total segment EBITDA As Defined	323,250			276,687
Unallocated corporate expenses	3,837			6,959
Total Company EBITDA As Defined	319,413			269,728
Depreciation and amortization expense	26,201			21,785
Interest expense - net	111,983			98,935
Acquisition-related costs	7,225			1,700
Stock compensation expense	10,681			5,764
Other, net	(735		)	(189		)
Income before income taxes	$	164,058		$	141,733

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

	January 2, 2016		September 30, 2015
Total assets
Power & Control	$	3,558,152	$	3,550,866
Airframe	3,883,245		3,922,439
Non-aviation	130,349		129,935
Corporate	758,232		700,695
	$	8,329,978	$	8,303,935

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

The following table presents the components of accumulated other comprehensive loss, net of taxes, for the thirteen week period ended January 2, 2016 (in thousands):

	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges			Defined benefit pension plan activity			Currency translation adjustment			Total
Balance at September 30, 2015	$	(51,492	)	$	(12,013	)	$	(32,504	)	$	(96,009	)
Current-period other comprehensive income (loss)	8,858			—			(8,950		)	(92		)
Balance at January 2, 2016	$	(42,634	)	$	(12,013	)	$	(41,454	)	$	(96,101	)

14.    SUBSEQUENT EVENTS

On January 4, 2016, Hook Acquisition Sub Inc., a subsidiary of TransDigm Inc., completed the tender offer of all the outstanding stock of Breeze-Eastern Corporation (“Breeze-Eastern”) for $19.61 per share in cash. Following consummation of the tender offer, Hook Acquisition Sub Inc. was merged into Breeze-Eastern on January 4, 2016; in connection therewith, all outstanding stock of Breeze-Eastern was canceled and Breeze-Eastern became a wholly owned subsidiary of TransDigm Inc. The purchase price for the tender offer, net of cash acquired of approximately $27 million, was approximately $178 million in cash. Breeze-Eastern manufactures high performance lifting and pulling devices for military and civilian aircraft, including rescue hoists, winches and cargo hooks, and weapons-lifting

14

systems. These products fit well with TransDigm’s overall business direction and Breeze-Eastern will be included in TransDigm's Power & Control segment.

Subsequent to the end of the thirteen week period ended January 2, 2016 and prior to the new program described in the next paragraph becoming effective, the Company repurchased 128,319 shares of its common stock at a gross cost of approximately $27.9 million at the weighted-average price per share of $217.47 under the stock repurchase program authorized on October 22, 2014.

On January 21, 2016, our Board of Directors authorized a stock repurchase program replacing our previous repurchase program permitting us to repurchase a portion of our outstanding shares not to exceed $450 million. The Company repurchased 324,200 shares of its common stock at a gross cost of approximately $63.7 million at the weighted-average price per share of $196.47 under the stock repurchase program authorized on January 21, 2016.

15.    SUPPLEMENTAL GUARANTOR INFORMATION

TransDigm’s 2020 Notes, 2021 Notes, 2022 Notes, 2024 Notes and 2025 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 January 2, 2016 and September 30, 2015 and its statements of income and comprehensive income and cash flows for the thirteen week periods ended January 2, 2016 and December 27, 2014 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, 2021 Notes, 2022 Notes, 2024 Notes and 2025 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.

15

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,286		$	730,494		$	4,349	$	50,162		$	—		$	805,291
Trade accounts receivable - Net	—			—			40,775		405,540			(19,050		)	427,265
Inventories - Net	—			41,270			456,600		102,141			(700		)	599,311
Prepaid expenses and other	—			4,425			16,802		7,681			—			28,908
Total current assets	20,286			776,189			518,526		565,524			(19,750		)	1,860,775
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(984,556		)	6,972,463			4,664,857		(29,095		)	(10,623,669		)	—
PROPERTY, PLANT AND  EQUIPMENT -Net	—			16,447			209,947		41,634			—			268,028
GOODWILL	—			39,333			4,012,751		631,546			—			4,683,630
OTHER INTANGIBLE ASSETS - Net	—			38,245			1,188,955		261,577			(1,461		)	1,487,316
OTHER	—			13,941			14,620		1,668			—			30,229
TOTAL ASSETS	$	(964,270	)	$	7,856,618		$	10,609,656	$	1,472,854		$	(10,644,880	)	$	8,329,978
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	43,445		$	—	$	—		$	—		$	43,445
Short-term borrowings - trade receivable securitization facility	—			—			—		199,817			—			199,817
Accounts payable	—			14,828			80,246		34,222			(15,689		)	113,607
Accrued liabilities	—			159,158			99,800		40,615			—			299,573
Total current liabilities	—			217,431			180,046		274,654			(15,689		)	656,442
LONG-TERM DEBT	—			8,099,159			—		—			—			8,099,159
DEFERRED INCOME TAXES	—			319,247			2,330		88,533			—			410,110
OTHER NON-CURRENT LIABILITIES	—			69,359			39,788		19,390			—			128,537
Total liabilities	—			8,705,196			222,164		382,577			(15,689		)	9,294,248
STOCKHOLDERS’ (DEFICIT) EQUITY	(964,270		)	(848,578		)	10,387,492		1,090,277			(10,629,191		)	(964,270		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(964,270	)	$	7,856,618		$	10,609,656	$	1,472,854		$	(10,644,880	)	$	8,329,978

16

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,500		$	659,365		$	7,911	$	45,257		$	—		$	714,033
Trade accounts receivable - Net	—			—			48,369		413,380			(17,677		)	444,072
Inventories - Net	—			34,457			461,103		96,541			(700		)	591,401
Prepaid expenses and other	—			2,804			15,096		19,181			—			37,081
Total current assets	1,500			696,626			532,479		574,359			(18,377		)	1,786,587
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(1,039,806		)	6,963,034			4,501,501		(33,208		)	(10,391,521		)	—
PROPERTY, PLANT AND EQUIPMENT - Net	—			16,565			201,499		42,620			—			260,684
GOODWILL	—			65,886			3,984,199		636,135			—			4,686,220
OTHER INTANGIBLE ASSETS - Net	—			38,621			1,236,376		266,315			(1,461		)	1,539,851
OTHER	—			13,712			14,528		2,353			—			30,593
TOTAL ASSETS	$	(1,038,306	)	$	7,794,444		$	10,470,582	$	1,488,574		$	(10,411,359	)	$	8,303,935
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	43,427		$	—	$	—		$	—		$	43,427
Short-term borrowings - trade receivable securitization facility	—			—			—		199,792			—			199,792
Accounts payable	—			16,826			102,968		37,556			(14,528		)	142,822
Accrued liabilities	—			97,045			117,243		57,265			—			271,553
Total current liabilities	—			157,298			220,211		294,613			(14,528		)	657,594
LONG-TERM DEBT	—			8,106,383			—		—			—			8,106,383
DEFERRED INCOME TAXES	—			334,848			2,410		67,739			—			404,997
OTHER NON-CURRENT LIABILITIES	—			99,743			35,222		38,302			—			173,267
Total liabilities	—			8,698,272			257,843		400,654			(14,528		)	9,342,241
STOCKHOLDERS’ (DEFICIT) EQUITY	(1,038,306		)	(903,828		)	10,212,739		1,087,920			(10,396,831		)	(1,038,306		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(1,038,306	)	$	7,794,444		$	10,470,582	$	1,488,574		$	(10,411,359	)	$	8,303,935

17

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIOD ENDEDJANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	26,689		$	576,421		$	104,280		$	(5,695	)	$	701,695
COST OF SALES	—			15,265			252,748			64,810			(5,695		)	327,128
GROSS PROFIT	—			11,424			323,673			39,470			—			374,567
SELLING AND ADMINISTRATIVE EXPENSES	—			12,816			53,940			15,447			—			82,203
AMORTIZATION OF INTANGIBLE ASSETS	—			363			13,463			2,497			—			16,323
(LOSS) INCOME FROM OPERATIONS	—			(1,755		)	256,270			21,526			—			276,041
INTEREST EXPENSE (INCOME) - Net	—			115,391			(555		)	(2,853		)	—			111,983
EQUITY IN INCOME OF SUBSIDIARIES	(114,901		)	(205,972		)	—			—			320,873			—
INCOME BEFORE INCOME TAXES	114,901			88,826			256,825			24,379			(320,873		)	164,058
INCOME TAX (BENEFIT) PROVISION	—			(26,075		)	78,533			(3,301		)	—			49,157
NET INCOME	$	114,901		$	114,901		$	178,292		$	27,680		$	(320,873	)	$	114,901
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(92		)	6,241			(3,564		)	(11,758		)	9,081			(92		)
TOTAL COMPREHENSIVE INCOME	$	114,809		$	121,142		$	174,728		$	15,922		$	(311,792	)	$	114,809

18

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIOD ENDEDDECEMBER 27, 2014

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	31,568		$	511,507		$	46,886		$	(3,063	)	$	586,898
COST OF SALES	—			18,484			217,985			32,319			(3,063		)	265,725
GROSS PROFIT	—			13,084			293,522			14,567			—			321,173
SELLING AND ADMINISTRATIVE EXPENSES	—			15,758			43,899			7,822			—			67,479
AMORTIZATION OF INTANGIBLE ASSETS	—			347			10,701			1,978			—			13,026
(LOSS) INCOME FROM OPERATIONS	—			(3,021		)	238,922			4,767			—			240,668
INTEREST EXPENSE (INCOME) - Net	—			101,418			48			(2,531		)	—			98,935
EQUITY IN INCOME OF SUBSIDIARIES	(95,533		)	(165,836		)	—			—			261,369			—
INCOME BEFORE INCOME TAXES	95,533			61,397			238,874			7,298			(261,369		)	141,733
INCOME TAX (BENEFIT) PROVISION	—			(34,136		)	78,514			1,822			—			46,200
NET INCOME	$	95,533		$	95,533		$	160,360		$	5,476		$	(261,369	)	$	95,533
OTHER COMPREHENSIVE LOSS, NET OF TAX	(21,286		)	(6,709		)	(287		)	(14,290		)	21,286			(21,286		)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	74,247		$	88,824		$	160,073		$	(8,814	)	$	(240,083	)	$	74,247

19

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEK PERIOD ENDEDJANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	—		$	(45,640	)	$	187,569		$	21,989		$	212		$	164,130
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	—			(455		)	(8,043		)	(1,674		)	—			(10,172		)
Net cash used in investing activities	—			(455		)	(8,043		)	(1,674		)	—			(10,172		)
FINANCING ACTIVITIES:
Intercompany activities	69,130			128,271			(183,088		)	(14,101		)	(212		)	—
Excess tax benefits related to share-based payment arrangements	14,539			—			—			—			—			14,539
Proceeds from exercise of stock options	8,892			—			—			—			—			8,892
Dividends paid	(3,000		)	—			—			—			—			(3,000		)
Treasury stock purchased	(70,775		)	—			—			—			—			(70,775		)
Repayment on term loans	—			(10,960		)	—			—			—			(10,960		)
Other	—			(87		)	—			—			—			(87		)
Net cash provided by (used in) financing activities	18,786			117,224			(183,088		)	(14,101		)	(212		)	(61,391		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(1,309		)	—			(1,309		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	18,786			71,129			(3,562		)	4,905			—			91,258
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,500			659,365			7,911			45,257			—			714,033
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	20,286		$	730,494		$	4,349		$	50,162		$	—		$	805,291

20

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEK PERIOD ENDEDDECEMBER 27, 2014

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	—		$	59,985		$	142,334		$	(2,765	)	$	(10,595	)	$	188,959
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	—			(467		)	(6,576		)	(1,095		)	—			(8,138		)
Net cash used in investing activities	—			(467		)	(6,576		)	(1,095		)	—			(8,138		)
FINANCING ACTIVITIES:
Intercompany activities	(13,663		)	146,927			(139,352		)	(4,507		)	10,595			—
Excess tax benefits related to share-based payment arrangements	8,264			—			—			—			—			8,264
Proceeds from exercise of stock options	7,391			—			—			—			—			7,391
Dividends paid	(3,365		)	—			—			—			—			(3,365		)
Other	—			(41		)	—			—			—			(41		)
Net cash (used in) provided by financing activities	(1,373		)	146,886			(139,352		)	(4,507		)	10,595			12,249
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(989		)	—			(989		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,373		)	206,404			(3,594		)	(9,356		)	—			192,081
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,088			782,648			3,793			31,019			—			819,548
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	715		$	989,052		$	199		$	21,663		$	—		$	1,011,629

* * * * *

21

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 terrorist attacks; 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 all commercial and military aircraft in service today. Our business is well diversified due to the broad range of products we offer to our customers. 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, 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, 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 first quarter of fiscal 2016, we generated net sales of $701.7 million and net income of $114.9 million. EBITDA As Defined was $319.4 million, or 45.5% of net sales. See below 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.

Acquisitions

Acquisitions during the previous fiscal year are described in Note 3, “Acquisitions” in the notes to the condensed consolidated financial statements included herein.

22

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.

23

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

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
	(in thousands)
Net income	$	114,901		$	95,533
Adjustments:
Depreciation and amortization expense	26,201			21,785
Interest expense, net	111,983			98,935
Income tax provision	49,157			46,200
EBITDA	302,242			262,453
Adjustments:
Inventory purchase accounting adjustments(1)	2,802			—
Acquisition integration costs(2)	4,352			1,477
Acquisition transaction-related expenses(3)	71			223
Non-cash stock compensation expense(4)	10,681			5,764
Other, net	(735		)	(189		)
EBITDA As Defined	$	319,413		$	269,728

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

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

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

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

24

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

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
	(in thousands)
Net cash provided by operating activities	$	164,130		$	188,959
Adjustments:
Changes in assets and liabilities, net of effects from acquisitions of businesses	(22,453		)	(69,219		)
Interest expense, net (1)	108,151			94,936
Income tax provision - current	48,556			45,277
Non-cash stock compensation expense (2)	(10,681		)	(5,764		)
Excess tax benefit from exercise of stock options	14,539			8,264
EBITDA	302,242			262,453
Adjustments:
Inventory purchase accounting adjustments (3)	2,802			—
Acquisition integration costs (4)	4,352			1,477
Acquisition transaction-related expenses (5)	71			223
Non-cash stock compensation expense (2)	10,681			5,764
Other, net	(735		)	(189		)
EBITDA As Defined	$	319,413		$	269,728

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

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

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

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

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

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with GAAP, which often requires the judgment of management in the selection and application of certain accounting principles and methods. Management believes that the quality and reasonableness of our most critical policies enable the fair presentation of our financial position and results of operations. However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions.

A summary of our significant accounting policies and estimates is included in the Annual Report on Form 10-K for the year ended September 30, 2015. There have been no significant changes to our critical accounting policies during the thirteen week period ended January 2, 2016. Refer to Note 4, "Recent Accounting Pronouncements," for a discussion of accounting standards recently adopted or required to be adopted in the future.

25

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
	January 2, 2016		% of Sales		December 27, 2014		% of Sales
Net sales	$	701,695	100.0	%	$	586,898	100.0	%
Cost of sales	327,128		46.6	%	265,725		45.3	%
Selling and administrative expenses	82,203		11.7	%	67,479		11.5	%
Amortization of intangible assets	16,323		2.3	%	13,026		2.2	%
Income from operations	276,041		39.3	%	240,668		41.0	%
Interest expense, net	111,983		16.0	%	98,935		16.9	%
Income tax provision	49,157		7.0	%	46,200		7.9	%
Net income	$	114,901	16.4	%	$	95,533	16.3	%

Changes in Results of Operations

Thirteen week period ended January 2, 2016 compared with the thirteen week period ended December 27, 2014

Total Company

• Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the thirteen week periods ended January 2, 2016 and December 27, 2014 were as follows (amounts in millions):

	Thirteen Week Periods Ended							% Change Total  Sales
	January 2, 2016		December 27, 2014		Change
Organic sales	$	580.3	$	586.9	$	(6.6	)	(1.1	)%
Acquisition sales	121.4		—		121.4			20.7	%
	$	701.7	$	586.9	$	114.8		19.6	%

Both commercial OEM and commercial aftermarket sales decreased by $4.0 million and $2.1 million, or decreases of 2.5% and 1.0%. In addition, defense sales decreased by $0.9 million, or a decrease of 0.5%, for the quarter ended January 2, 2016 compared to the quarter ended December 27, 2014.

Acquisition sales represent sales of acquired businesses for the period up to one year subsequent to their acquisition dates. The amount of acquisition sales shown in the table above was attributable to the acquisitions of PneuDraulics, Pexco Aerospace, Adams Rite Aerospace GmbH and Telair Cargo Group in fiscal year 2015.

26

• Cost of Sales and Gross Profit. Cost of sales increased by $61.4 million, or 23.1%, to $327.1 million for the thirteen week period ended January 2, 2016 compared to $265.7 million for the thirteen week period ended December 27, 2014. Cost of sales and the related percentage of total sales for the thirteen week periods ended January 2, 2016 and December 27, 2014 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014			Change		% Change
Cost of sales - excluding costs below	$	321.6		$	263.7		$	57.9	22.0	%
% of total sales	45.8		%	44.9		%
Inventory purchase accounting adjustments	2.8			—			2.8		100.0	%
% of total sales	0.4		%	—		%
Acquisition integration costs	1.1			1.1			—		—	%
% of total sales	0.2		%	0.2		%
Stock compensation expense	1.6			0.9			0.7		77.8	%
% of total sales	0.2		%	0.2		%
Total cost of sales	$	327.1		$	265.7		$	61.4	23.1	%
% of total sales	46.6		%	45.3		%
Gross profit	$	374.6		$	321.2		$	53.4	16.6	%
Gross profit percentage	53.4		%	54.7		%

The net increase in the dollar amount of cost of sales during the thirteen week period ended January 2, 2016 was primarily due to increased volume associated with the sales from acquisitions. There were also higher inventory purchase accounting adjustments and stock compensation expense as shown in the table above.

Gross profit as a percentage of sales decreased by 1.3 percentage points to 53.4% for the thirteen week period ended January 2, 2016 from 54.7% for the thirteen week period ended December 27, 2014. The dollar amount of gross profit increased by $53.4 million, or 16.6%, for the quarter ended January 2, 2016 compared to the comparable quarter last year due to the following items:

• Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately $51 million for the quarter ended January 2, 2016, which represented gross profit of approximately 42% of the acquisition sales.

• 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, offset by a decrease in organic sales as illustrated above, resulted in a net increase in gross profit of approximately $6 million for the quarter ended January 2, 2016.

• Slightly offsetting the increases in gross profit was the impact of higher inventory purchase accounting adjustments of $2.8 million and higher stock compensation expense of $0.7 million charged to cost of sales for the quarter ended January 2, 2016.

27

• Selling and Administrative Expenses. Selling and administrative expenses increased by $14.7 million to $82.2 million, or 11.7% of sales, for the thirteen week period ended January 2, 2016 from $67.5 million, or 11.5% of sales, for the thirteen week period ended December 27, 2014. Selling and administrative expenses and the related percentage of total sales for the thirteen week periods ended January 2, 2016 and December 27, 2014 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014			Change		% Change
Selling and administrative expenses - excluding costs below	$	69.8		$	62.0		$	7.8	12.6	%
% of total sales	9.9		%	10.6		%
Stock compensation expense	9.1			4.9			4.2		85.7	%
% of total sales	1.3		%	0.8		%
Acquisition-related expenses	3.3			0.6			2.7		450.0	%
% of total sales	0.5		%	0.1		%
Total selling and administrative expenses	$	82.2		$	67.5		$	14.7	21.8	%
% of total sales	11.7		%	11.5		%

The increase in the dollar amount of selling and administrative expenses during the quarter ended January 2, 2016 is primarily due to higher selling and administrative expenses relating to recent acquisitions of approximately $9.1 million, which was approximately 7.5% of the acquisition sales, and higher stock compensation expense and acquisition-related expenses of $4.2 million and $2.7 million, respectively.

• Amortization of Intangible Assets. Amortization of intangible assets was $16.3 million for the quarter ended January 2, 2016 up from $13.0 million in the comparable quarter last year. The increase in amortization expense of $3.3 million was primarily due to the amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the fiscal 2015 acquisitions.

• Interest Expense-net. Interest expense-net includes interest on outstanding borrowings, amortization of debt issuance costs and revolving credit facility fees slightly offset by interest income. Interest expense-net increased $13.1 million, or 13.2%, to $112.0 million for the quarter ended January 2, 2016 from $98.9 million for the comparable quarter last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $8.4 billion for the quarter ended January 2, 2016 and approximately $7.5 billion for the quarter ended December 27, 2014. The increase in weighted average level of borrowings was primarily due to the issuance of the 2025 Notes for $450.0 million in May 2015 and the additional incremental term loan of $1.0 billion in May 2015. The weighted average interest rate for cash interest payments on total borrowings outstanding at January 2, 2016 was 5.02%.

• Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 30.0% for the quarter ended January 2, 2016 compared to 32.6% for the quarter ended December 27, 2014. The Company’s lower effective tax rate for the thirteen week period ended January 2, 2016 was primarily due to foreign earnings taxed at rates lower than the U.S. statutory rates.

• Net Income. Net income increased $19.4 million, or 20.3%, to $114.9 million for the quarter ended January 2, 2016 compared to net income of $95.5 million for the quarter ended December 27, 2014, primarily as a result of the factors referred to above.

• Earnings per Share. The basic and diluted earnings per share were $1.97 for the quarter ended January 2, 2016 and $1.63 per share for the quarter ended December 27, 2014. Net income for the thirteen week period ended January 2, 2016 of $114.9 million was decreased by an allocation of dividends on participating securities of $3.0 million, or $0.05 per share, resulting in net income available to common shareholders of $111.9 million. Net income for the thirteen week period ended December 27, 2014 of $95.5 million was decreased by an allocation of dividends on participating securities of $3.4 million, or $0.06 per share, resulting in net income available to common shareholders of $92.2 million. The increase in earnings per share of $0.34 per share to $1.97 per share is a result of the factors referred to above.

28

Business Segments

• Segment Net Sales. Net sales by segment for the thirteen week periods ended January 2, 2016 and December 27, 2014 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	January 2, 2016		% of Sales		December 27, 2014		% of Sales		Change		% Change
Power & Control	$	347.2	49.5	%	$	283.4	48.3	%	$	63.8	22.5	%
Airframe	331.1		47.2	%	281.6		48.0	%	49.5		17.6	%
Non-aviation	23.4		3.3	%	21.9		3.7	%	1.5		6.8	%
	$	701.7	100.0	%	$	586.9	100.0	%	$	114.8	19.6	%

Acquisition sales for the Power & Control segment totaled $79.0 million, or an increase of 27.9%, resulting from the acquisitions of PneuDraulics, Telair International GmbH and Telair US LLC in fiscal year 2015. Organic sales decreased $15.2 million, or a decrease of 5.4%, for the thirteen week period ended January 2, 2016 compared to the thirteen week period ended December 27, 2014. The organic sales decrease resulted primarily from decreases in commercial OEM sales ($8.6 million, a decrease of 13.0%) and in commercial aftermarket sales ($6.6 million, a decrease of 6.5%).

Acquisition sales for the Airframe segment totaled $42.4 million, or an increase of 15.1%, resulting from the acquisitions of Pexco Aerospace, Adams Rite Aerospace GmbH and Nordisk Aviation Products in fiscal year 2015. Organic sales increased $7.1 million, or an increase of 2.5%, for the thirteen week period ended January 2, 2016 compared to the thirteen week period ended December 27, 2014. The organic sales increase resulted from increases in commercial aftermarket ($4.6 million, an increase of 3.9%) and in commercial OEM sales ($4.2 million, an increase of 4.4%) partially offset by a decrease in defense sales ($0.8 million, a decrease of 1.2%).

• EBITDA As Defined. EBITDA As Defined by segment for the thirteen week periods ended January 2, 2016 and December 27, 2014 were as follows (amounts in millions):

	Thirteen Week Periods Ended
	January 2, 2016		% of  Segment Sales		December 27, 2014		% of  Segment Sales		Change		% Change
Power & Control	$	161.8	46.6	%	$	146.1	51.6	%	$	15.7	10.7	%
Airframe	155.1		46.8	%	125.8		44.7	%	29.3		23.3	%
Non-aviation	6.4		27.4	%	4.8		21.6	%	1.6		33.3	%
	$	323.3	46.1	%	$	276.7	47.1	%	$	46.6	16.8	%

EBITDA As Defined for the Power & Control segment from the fiscal year 2015 acquisitions of PneuDraulics, Telair International GmbH and Telair US LLC was approximately $26.3 million for the thirteen week period ended January 2, 2016. Organic EBITDA As Defined decreased approximately $10.6 million, or a decrease of 7.3%, resulting from the decrease in organic sales as illustrated above.

EBITDA As Defined for the Airframe segment from the fiscal year 2015 acquisitions of Pexco Aerospace, Adams Rite Aerospace GmbH and Nordisk Aviation Products was approximately $20.1 million for the thirteen week period ended January 2, 2016. Organic EBITDA As Defined increased approximately $9.2 million, or an increase of 7.3%, resulting from the 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.

Backlog

As of January 2, 2016, the Company estimated its sales order backlog at $1,444 million compared to an estimated sales order backlog of $1,233 million as of December 27, 2014. The increase in backlog is primarily due to acquisitions. The majority of the purchase orders outstanding as of January 2, 2016 are scheduled for delivery within the next twelve months. Purchase orders may be subject to cancellation or deferral by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the timing of the Company’s receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Company’s backlog as of January 2, 2016 may not necessarily represent the actual amount of shipments or sales for any future period.

Foreign Operations

Although we manufacture a significant portion of our products in the United States, we manufacture some products in Belgium, China, Germany, Hungary, Malaysia, Mexico, Norway, Sri Lanka, Sweden, and the United Kingdom. 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

29

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

Operating Activities. The Company generated $164.1 million of net cash from operating activities during the thirteen week period ended January 2, 2016 compared to $189.0 million during the thirteen week period ended December 27, 2014. The net decrease of $24.9 million was primarily due to interest payments of $78.7 million compared to $15.3 million in the comparable period in the prior year. The increase in interest payments is attributable to timing differences of the payments and the May 2015 debt financing activities. Slightly offsetting the uses in cash from the higher interest payments is an increase in income from operations during the thirteen week period ended January 2, 2016.

Investing Activities. Net cash used in investing activities was comprised of capital expenditures of $10.2 million during the thirteen week period ended January 2, 2016. Net cash used in investing activities was comprised of capital expenditures of $8.1 million during the thirteen week period ended December 27, 2014.

Financing Activities. Net cash used in financing activities during the thirteen week period ended January 2, 2016 was $61.4 million, which primarily was comprised of $70.8 million in treasury stock purchases under the Company's share repurchase program, debt service payments of $11.0 million and $3.0 million of dividend equivalent payments. Slightly offsetting these uses in cash was $8.9 million in proceeds from stock option exercises and $14.5 million of cash for tax benefits related to share-based payment arrangements.

Net cash provided by financing activities during the thirteen week period ended December 27, 2014 was $12.2 million, which primarily comprised $15.7 million of cash for tax benefits related to share-based payment arrangements and cash proceeds from the exercise of stock options partially offset by $3.4 million of dividend equivalent payments.

Description of Senior Secured Credit Facilities and Indentures

Senior Secured Credit Facilities

TransDigm has $4,372 million in fully drawn term loans (the “Term Loan Facility”) and a $550 million Revolving Credit Facility (together with the Term Loan Facility, the “Second Amended and Restated Credit Agreement”).

The Term Loan Facility consists of three tranches of term loans—tranche C term loans, tranche D term loans and tranche E term loans and the Revolving Credit Facility consisting of one tranche—revolving commitments, which include up to $100 million of multicurrency revolving commitments. The tranche C term loans consist of $2,030 million in the aggregate maturing on February 28, 2020, the tranche D term loans consist of $813 million in the aggregate maturing on June 4, 2021 and the tranche E term loans consist of $1,529 million, maturing on May 14, 2022. The Term Loan Facility requires quarterly aggregate principal payments of $11.0 million.

The revolving commitments consist of $550.0 million in the aggregate and mature on February 28, 2018. At January 2, 2016, the Company had $15.9 million in letters of credit outstanding and $534.1 million in borrowings available under the Revolving Credit Facility.

The interest rates per annum applicable to the loans under the Second Amended and Restated 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 is subject to a floor of 0.75%. At January 2, 2016, the applicable interest rate was 3.50% on the tranche E term loan and 3.75% on the tranche C and tranche D term loans.

The Second Amended and Restated Credit Agreement require mandatory prepayments of principal based on certain percentages of Excess Cash Flow (as defined in the Second Amended and Restated Credit Agreement 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 Second Amended and Restated Credit Agreement at 100% of the principal amount thereof, plus accrued and unpaid interest,

30

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 January 2, 2016.

At January 2, 2016, three interest rate swap agreements beginning September 30, 2014 were in place to hedge the variable interest rates on the credit facility for a fixed rate based on an aggregate notional amount of $1.0 billion through June 30, 2019. These interest rate swap agreements converted the variable interest rate on the aggregate notional amount of the credit facility to a fixed rate of 5.4% (2.4% plus the 3% margin percentage) over the term of the interest rate swap agreements.

At January 2, 2016, six interest rate cap agreements beginning September 30, 2015 were in place to offset the variable rates on the credit facility based on an aggregate notional amount of $750 million. These interest rate cap agreements offset the variability in expected future cash flows on the Company’s variable rate debt attributable to fluctuations above the three month LIBO rate of 2.50% through June 30, 2020.

At January 2, 2016, five forward-starting interest rate swap agreements beginning March 31, 2016 were in place to hedge the variable interest rates on the credit facility for a fixed rate based on an aggregate notional amount of $750 million through June 30, 2020. These forward-starting interest rate swap agreements will effectively convert the variable interest rate on the aggregate notional amount of the credit facility to a fixed rate of 5.8% (2.8% plus the 3% margin percentage) over the term of the interest rate swap agreements.

Indentures

In October 2012, TransDigm Inc. issued $550 million in aggregate principal amount of its 5 1/2% 2020 Notes at an issue price of 100% of the principal amount. Such notes do not require principal payments prior to their maturity in October 2020. Interest under the 2020 Notes is payable semi-annually.

In July 2013, the Company issued $500 million in aggregate principal amount of its 7 1/2% 2021 Notes at an issue price of 100% of the principal amount. Such notes do not require principal payments prior to their maturity in July 2021. Interest under the 2021 Notes is payable semi-annually.

In June 2014, the Company issued $1.15 billion in aggregate principal amount of its 6% 2022 Notes at an issue price of 100% of the principal amount. Such notes do not require principal payments prior to their maturity in July 2022. Interest under the 2022 Notes is payable semi-annually.

In June 2014, the Company issued $1.2 billion in aggregate principal amount of its 6 1/2% 2024 Notes at an issue price of 100% of the principal amount. Such notes do not require principal payments prior to their maturity in July 2024. Interest under the 2024 Notes is payable semi-annually.

In May 2015, the Company issued $450 million in aggregate principal amount of its 6 1/2% 2025 Notes (and together with the 2018 Notes, 2020 Notes, 2021 Notes, the 2022 Notes and the 2024 Notes, the “Notes”) at an issue price of 100% of the principal amount. Such notes do not require principal payments prior to their maturity in May 2025. Interest under the 2025 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.

Certain Restrictive Covenants in Our Debt Documents

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

In addition, under the Second Amended and Restated 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 Second Amended and Restated Credit Agreement or the Indentures.

If any such default occurs, the lenders under the Second Amended and Restated 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 Second Amended and Restated 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 Second Amended and Restated 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.

31

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 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 2015, the Company increased the borrowing capacity from $225 million to $250 million in connection with amending the Securitization Facility to a maturity date of August 2, 2016. As of January 2, 2016, the Company has borrowed $200 million under the Securitization Facility. The Securitization Facility is collateralized by substantially all of the Company’s trade accounts receivable.

Stock Repurchase Program

On October 22, 2014, our Board of Directors authorized a stock repurchase program replacing our previous repurchase program permitting us to repurchase a portion of our outstanding shares not to exceed $300 million in the aggregate. During the thirteen week period ended January 2, 2016, the Company repurchased 323,868 shares of its common stock at a gross cost of approximately $70.8 million at the weighted-average price per share of $218.53 under the program. Subsequent to the end of the thirteen week period ended January 2, 2016 and prior to the new program described in the next paragraph becoming effective, the Company repurchased 128,319 shares of its common stock at a gross cost of approximately $27.9 million at the weighted-average price per share of $217.47 under the program.

On January 21, 2016, our Board of Directors authorized a stock repurchase program replacing the repurchase program described in the previous paragraph permitting us to repurchase a portion of our outstanding shares not to exceed $450 million in the aggregate. The Company repurchased 324,200 shares of its common stock at a gross cost of approximately $63.7 million at the weighted-average price per share of $196.47 under the stock repurchase program authorized on January 21, 2016.

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."

ITEM 4. CONTROLS AND PROCEDURES

As of January 2, 2016, 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 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 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 its President and Chief Executive Officer and Executive Vice President and 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 have been no changes to our internal controls over financial reporting that could have a material effect on our financial reporting during the quarter ended January 2, 2016.

PART II: OTHER INFORMATION

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, 2015, filed on November 13, 2015. There have been no material changes to the risk factors set forth therein.

32

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

On October 22, 2014, our Board of Directors authorized a stock repurchase program replacing our previous repurchase program permitting us to repurchase a portion of our outstanding shares not to exceed $300 million in the aggregate. During the thirteen week period ended January 2, 2016, the Company repurchased 323,868 shares of its common stock at a gross cost of approximately $70.8 million at the weighted-average price per share of $218.53 under the program. Subsequent to the end of the thirteen week period ended January 2, 2016 and prior to the new program described in the next paragraph becoming effective, the Company repurchased 128,319 shares of its common stock at a gross cost of approximately $27.9 million at the weighted-average price per share of $217.47 under the program.

On January 21, 2016, our Board of Directors authorized a stock repurchase program replacing the repurchase program described in the previous paragraph permitting us to repurchase a portion of our outstanding shares not to exceed $450 million. The Company repurchased 324,200 shares of its common stock at a gross cost of approximately $63.7 million at the weighted-average price per share of $196.47 under the stock repurchase program authorized on January 21, 2016.

33

ITEM 6. EXHIBITS

10.1	Fourth Amended and Restated Employment Agreement, dated December 10, 2015, between TransDigm Group Incorporated and W. Nicholas Howley* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed December 10, 2015)
10.2	Form of Employment Agreement, dated October 2015, between TransDigm Group Incorporated and each of Joel Reiss and Roger Jones* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015)
10.3	Form of Amendment to Employment Agreement between TransDigm Group Incorporated and each of Raymond Laubenthal, Gregory Rufus, Robert Henderson, Bernt Iverson, Peter Palmer and James Skulina* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.4	Form of Amendment to Employment Agreement, dated October 2015, between TransDigm Group Incorporated and each of Terrance Paradie, Robert Henderson, Bernt Iversen, James Skulina, Peter Palmer and Jorge Valladares* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.5	Amendment to Employment Agreement, dated October 23, 2015, between TransDigm Group Incorporated and Kevin Stein* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.6	Second Amendment to Employment Agreement, dated October 22, 2015, between TransDigm Group Incorporated and Gregory Rufus* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.7	Amendment to Employment Agreement, dated October 22, 2015, between TransDigm Group Incorporated and John Leary* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.8	Form Stock Option Agreement for options awarded in fiscal 2016* (filed herewith)
10.9	Form of Stock Option Grant Notice and Stock Option Agreement dated November 6, 2015 between TransDigm Group Incorporated and W. Nicholas Howley (annual equity award)* (filed herewith)
10.10	Stock Option Grant Notice and Stock Option Agreement dated December 10, 2015 between TransDigm Group Incorporated and W. Nicholas Howley (equity award in lieu of fiscal 2015 bonus and calendar 2016 salary)* (filed herewith)
10.11	2016 Director Share Plan* (filed herewith)
31.1	Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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 contract or compensatory plan or arrangement.

34

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/ W. Nicholas Howley	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	February 10, 2016
W. Nicholas Howley
/s/ Terrance M. Paradie	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 10, 2016
Terrance M. Paradie

35

EXHIBIT INDEX

TO FORM 10-Q FOR THE PERIOD ENDED JANUARY 2, 2016

EXHIBIT NO.	DESCRIPTION
10.1	Fourth Amended and Restated Employment Agreement, dated December 10, 2015, between TransDigm Group Incorporated and W. Nicholas Howley* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed December 10, 2015)
10.2	Form of Employment Agreement, dated October 2015, between TransDigm Group Incorporated and each of Joel Reiss and Roger Jones* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015)
10.3	Form of Amendment to Employment Agreement between TransDigm Group Incorporated and each of Raymond Laubenthal, Gregory Rufus, Robert Henderson, Bernt Iverson, Peter Palmer and James Skulina* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.4	Form of Amendment to Employment Agreement, dated October 2015, between TransDigm Group Incorporated and each of Terrance Paradie, Robert Henderson, Bernt Iversen, James Skulina, Peter Palmer and Jorge Valladares* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.5	Amendment to Employment Agreement, dated October 23, 2015, between TransDigm Group Incorporated and Kevin Stein* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.6	Second Amendment to Employment Agreement, dated October 22, 2015, between TransDigm Group Incorporated and Gregory Rufus* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.7	Amendment to Employment Agreement, dated October 22, 2015, between TransDigm Group Incorporated and John Leary* (incorporated by reference to TransDigm Group Incorporated’s Form 8-K filed October 27, 2015 (File No. 001-32833))
10.8	Form Stock Option Agreement for options awarded in fiscal 2016* (filed herewith)
10.9	Form of Stock Option Grant Notice and Stock Option Agreement dated November 6, 2015 between TransDigm Group Incorporated and W. Nicholas Howley (annual equity award)* (filed herewith)
10.10	Stock Option Grant Notice and Stock Option Agreement dated December 10, 2015 between TransDigm Group Incorporated and W. Nicholas Howley (equity award in lieu of fiscal 2015 bonus and calendar 2016 salary)* (filed herewith)
10.11	2016 Director Share Plan* (filed herewith)
31.1	Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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 contract or compensatory plan or arrangement.

36

EX-10.8

EXHIBIT 10.8

FORM OF OPTION AGREEMENT (2016)

STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its [2006 Stock Incentive Plan OR 2014 Stock Option Plan] (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Participant:	___________________________________________________________________________
Grant Date:	___________________________________________________________________________
Exercise Price per Share:	$__________________________________________________________________________
Total Number of Shares Subject to the Option:	______________________________________________________________________Shares
Expiration Date:	___________________________________________________________________________

Type of Option:

¨ Incentive Stock Option x Non-Qualified Stock Option

Vesting Schedule:

Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date):

By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

TRANSDIGM GROUP INCORPORATED	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

1

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)¹ under the Company’s [2006 Stock Incentive Plan OR 2014 Stock Option Plan] (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “Administrator” shall mean the Board or the Compensation Committee or other committee of the Board responsible for conducting the general administration of the Plan in accordance with Section 3 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

(b) “Consultant” shall mean an individual who renders services to the Company as a consultant and has been so designated by the Committee.

(c) “Credit Agreement” shall mean that certain credit agreement dated as of June 23, 2006 among TransDigm, Inc., TransDigm Group Incorporated and the lenders party thereto, as in effect as of the Grant Date and without reference to any amendment to the Credit Agreement made following the Grant Date.

(d) “Diluted Shares” as of a given date shall mean the total diluted weighted-average of common shares of the Company outstanding as of such date.

(e) “EBITDA” for a given fiscal year of the Company shall mean Consolidated EBITDA (as defined in the Credit Agreement) of the Company for such fiscal year on a pro forma basis adjusted for acquisitions or divestitures.

(f) “Independent Director” shall mean a non-employee director of the Company.

(g) “Net Debt” shall mean, as of the last day of a given fiscal year of the Company, the excess of (a) Consolidated Total Indebtedness (as defined in the Credit Agreement) of the Company over (b) the amount of cash and cash equivalents set forth on the Company’s balance sheet.

(h) “Termination of Consultancy” shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (i) terminations where there is a simultaneous employment or continuing employment of the Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

1 For the avoidance of doubt, the term “Option” as used herein only describes options granted pursuant to the Stock Option Grant Notice to which this Agreement is an Exhibit.

2

(i) “Termination of Directorship” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

(j) “Termination of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (i) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

(k) “Termination of Services” shall mean the time when (i) every relationship between the Participant and the Company has been terminated by a Termination of Consultancy, Termination of Directorship and/or Termination of Employment, as applicable, and (ii) the Participant is no longer an Eligible Person under the Plan.

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

3

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant. [ALTERNATE PROVISION FOR EXECUTIVE OFFICERS: No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as follows or as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant:

If the Participant incurs a termination of employment under any of the circumstances described in Section 5(a)(i) (death) of that certain Employment Agreement between the Participant and the Company effective _______________ (the "Employment Agreement"), Section 5(a)(ii) (Disability) of the Employment Agreement, Section 5(a)(iv) (Resignation for Good Reason of the Employment Agreement or Section 5(a)(v) (Termination without Cause) of the Employment Agreement or if the Participant retires from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65, in each such case vesting will continue after termination of employment as provided below:

Termination Date	Percent of Remaining Options That May Continue to Vest
Prior to October 1, 2016	0%
On or after October 1, 2016 but prior to October 1, 2017	20%
On or after October 1, 2017 but prior to October 1, 2018	40%
On or after October 1, 2018 but prior to October 1, 2019	60%
On or after October 1, 2019 but prior to October 1, 2020	80%
On or after October 1, 2020	100%

The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule.

(c) Notwithstanding Section 3.1(a) of this Agreement and Section 8 of the Plan (but subject to Section 3.1(b) of this Agreement), in the event of a Change in Control Options shall become fully vested and exercisable. Notwithstanding the foregoing, the Administrator may, in good faith and in such manner as it may deem equitable, in its sole discretion, adjust the foregoing Fair Market Value requirements in the event of a dividend or other distribution (whether in the form of cash, Stock, other securities or property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, or any unusual or nonrecurring transactions or events affecting the Company or the financial statements of the Company if the adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option. For purposes

4

of this Section 3.1, shall take into account the consideration received by the stockholders in connection with a Change in Control or in connection with any other sale of common stock or other equity interests in the Company or any Subsidiary, after taking into account all post-closing adjustments relating to a Change in Control, and assuming the exercise of all vested options and warrants outstanding as of the effective date of such Change in Control (after giving effect to any dilution of securities or instruments arising in connection with such Change in Control); provided however, that if the stockholders retain any portion of the common stock following such Change in Control or other sale, the Fair Market Value of such portion of the retained common stock immediately following such Change in Control or other sale shall be deemed “consideration received” for purposes of calculating the proceeds and provided further that the Fair Market Value of any non-cash consideration (including stock) received in connection with a Change in Control shall be determined as of the date of such Change in Control.

Notwithstanding Section 3.1(a) of this Agreement and Section 8 of the Plan (but subject to Section 3.1(b) of this Agreement) and notwithstanding Exhibit B to this Agreement, with respect to any portion of the Options that have not otherwise vested prior to the applicable date set forth below: (a) in the event that prior to September 30, 2019, the closing price of the Company's common stock on the New York Stock Exchange exceeded two times the Exercise Price of the Options less the amount of any dividends per share paid after the date hereof on any 60 trading days during any consecutive 12-month period commencing October 1, 2017, then all of the unvested Options will vest 50% on September 30, 2019 and 50% on September 30, 2020, and (b) in the event that the condition in clause (a) is not met but, prior to September 30, 2020, the closing price of the Company's common stock on the New York Stock Exchange exceeds two times the Exercise Price of the Options less the amount of dividends per share paid after the date hereof on any 60 trading days during any consecutive 12-month period commencing October 1, 2018, the remaining portion of the unvested Options will vest on September 30, 2020.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten years from the Grant Date; or

(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or

(c) The opening of business on the day of the Participant’s Termination of Employment by reason of a termination by the Company for Cause; [ALTERNATIVE PROVISION FOR EXECUTIVE OFFICERS: The opening of business on the day of the Participant's Termination of Services by reason of the Participant's Termination of Employment by reason of a termination by the Company for Cause (as defined in the Participant's employment agreement, if applicable), unless the Committee, in its discretion, determines that a longer period is appropriate;] or

(d) The expiration of six months from the date of the Participant’s Termination of Services, unless such termination occurs by reason of the Participant’s death, Disability or retirement (pursuant to Section 3.3(e)) or is a termination by the Company for Cause (as defined in Participant’s employment agreement), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the expiration of three months from the Participant’s Termination of Services (and shall thereafter be a Non-Qualified Stock Option), provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s insider trading policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the later of (i) the seventh day following the opening of the first open trading window thereafter or (ii) the first anniversary of the Participant’s Termination of Services; [ALTERNATIVE PROVISION FOR

5

EXECUTIVE OFFICERS: The expiration of six months from the date of the Participant's Termination of Services, unless such termination occurs by reason of (i) the Participant's death, (ii) the Participant's Disability, (iii) the Participant's retirement (pursuant to Section 3.3(e)), (iv) the Participant's termination for Cause (as defined in the Participant's employment, agreement, if applicable) or(v) if the Participant has an employment agreement that defines a termination for "cause" and/or "good Reason," a termination by the Company without Cause (as defined in the Participant's employment agreement) or a termination by the Participant for Good Reason (as defined in the Participant's employment agreement), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the expiration of three months from the Participant's Termination of Services (and shall thereafter be a Non-Qualified Stock Option), provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company's insider trading policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter;] or

(e) The expiration of one year from the date of the Participant’s Termination of Services by reason of (i) the Participant’s death or Disability; or (ii) the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s insider trading policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter. [ALTERNATIVE PROVISION FOR EXECUTIVE OFFICERS: The expiration of one year from the date of the Participant’s Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s insider trading policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or]

[ADDITIONAL PROVISION FOR EXECUTIVE OFFICERS: (f) The expiration date set forth in clause (a), (i) if the Participant has an employment agreement that defines a termination for "Cause" and/or "Good Reason," and upon a Participant's Termination of Services by the Company without Cause (as defined in Participant's employment agreement or a Termination of Services by the Participant for Good Reason (as defined in Participant's employment agreement) or (ii) upon the Participant's death or Disability or (iii) upon the Participant's retirement from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65.

Notwithstanding the foregoing, if any Option vests after the Participant's Termination of Services for reasons set forth herein pursuant to Section 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (3), the Participant shall have six months after the Option vests to exercise such Option.]

3.4 Special Tax Consequences. The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. The Participant acknowledges that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

ARTICLE IV.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. Except as provided in Sections 5.2(b), during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3,

6

be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:

(a) An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;

(c) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule, or regulation; and

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4 Method of Payment. Payment of the exercise price, and any applicable withholding tax, shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) Cash;

(b) Check;

(c) Broker-Assisted Cash-less Exercise. With the consent of the Administrator, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) Share Surrender. With the consent of the Administrator, surrender of other shares of Stock which (i) in the case of shares of Stock acquired from the Company, have been owned by the Participant for more than six (6) months on the date of surrender (or such other minimum length of time as the Administrator determines from time to time to be necessary to avoid adverse accounting consequences or violation of any applicable law, rule or regulation), and (ii) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or

(e) Net Exercise. With the consent of the Administrator, surrendered shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised.

4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

7

(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 8 of the Plan.

ARTICLE V.

OTHER PROVISIONS

5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2 Option Transferability.

(a) Except as otherwise set forth in Section 5.2(b), (i) the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and (ii) during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

(b) Notwithstanding the foregoing, with respect to Participants who are corporate officers or operating presidents, the Administrator may permit any portion of the Option that is not an Incentive Stock Option to be transferred to, exercised by and paid to certain persons or entities related to such Participant, including but not limited to members of such Participant’s family, charitable institutions or trusts or other entities whose beneficiaries or beneficial owners are members of such Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Administrator, pursuant to such conditions and procedures as the Administrator may establish. Any permitted transfer shall be subject to the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax

8

planning purposes (or to a “blind trust” in connection with such Participant’s termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities.

5.3 Adjustments. The Participant acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Section 8 of the Plan.

5.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.4. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

5.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.6 Governing Law; Severability. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.7 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8 Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Participant.

5.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.10 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

9

5.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.13 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.14 Section 409A. Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). The Committee reserves the right (without the obligation to do so or to indemnify the Participant for the failure to do so) to adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to exempt the Option from Section 409A or to comply with the requirements of Section 409A and thereby avoid the penalty taxes under Section 409A.

10

EXHIBIT B

FOR USE WITH FIVE YEAR AWARDS

VESTING

Annual Operational Performance per Diluted Share¹

	Minimum Vesting (10% Growth)					Maximum Vesting (17.5% Growth)
Fiscal Year (A)	% of Shares Vesting(B)			YE Operating Performance (per Diluted Share) (C)		% of Shares Vesting(D)			YE Operating Performance (per Diluted Share) (E)
2016		5	%	$	118.56		20	%	$	126.65
2017		5	%	$	130.42		20	%	$	148.81
2018		5	%	$	143.46		20	%	$	174.85
2019		5	%	$	157.81		20	%	$	205.45
2020		5	%	$	173.59		20	%	$	241.40

1. Annual Operational Performance Vesting. Effective as of the last day of each of the Company’s fiscal years 2016-2020 there shall become vested the percentage of shares covered by the Option which is equal to the Annual Amount (as described below). The Options shall become vested and exercisable as of the date that the Administrator verifies the AOP (as defined below); provided, however, the vesting hereunder will be effective as to Participant as of the end of the fiscal year to which such Annual Amount relates (notwithstanding any termination of Participant’s employment during the period between the end of such fiscal year and the verification of the AOP and, in such case, notwithstanding the provisions of Section 3.1(b)). For each such fiscal year, the Administrator shall verify the AOP, and shall notify the Company’s Chief Executive Officer of its determination with respect thereto, within ten business days after the Administrator receives the Company’s audited financial statements for that fiscal year.

X. For each year (the “performance year”), the Annual Amount is zero if the Annual Operational Performance per Diluted Share (“AOP”) with respect to such year is less than the amount indicated for such year in column (C) and otherwise shall be equal to the amount indicated for such year in column (B) plus the product of (a) the excess of (1) the amount indicated for such year in column (D) over (2) the amount indicated for such year in column (B) and (b) the ratio of (1) the excess of (x) the AOP with respect to the year (but not more than the amount indicated in Column (E) for such year) over (y) the amount indicated for such year in column (C) to (2) the excess of (x) the amount indicated for such year in column (E) over (y) the amount indicated for such year in column (C).

Y. In calculating the AOP in Section X. above for any performance year there shall also be taken into account any AOP in any of the two prior performance years (starting in fiscal year 2016) which was in excess of the amount indicated in Column (E) for such prior year and has not previously been taken into account hereunder but only if doing so would increase the Annual Amount in such performance year. If the Participant is subsequently awarded options vesting in 2021 and 2022, any AOP during 2019 and 2020 in excess of the amount indicated in Column (E) (and not previously taken into account hereunder) may be used in one or more of the next two following years by treating such excess as AOP in the performance year under the option agreement granting said options.

Z. If the Annual Amount in any performance year is less than the amount indicated in column (D) for such year then an amount equal to the excess of (1) the amount indicated in column (D) for such year over (2) the actual Annual Amount for such year may vest in one or more of the next two following years by treating as AOP in the performance year under Section X. above any excess of AOP in one of such following years over the amount

¹As of a given date, the Company’s “Annual Operational Performance per Diluted Share” shall mean the ratio of (1) the excess of (a) the product of (i) EBITDA and (ii) the Fixed Market Multiple (as defined below) over (b) Net Debt to (2) the Company’s number of Diluted Shares as of such date, where “EBITDA,” “Net Debt” and “Diluted Shares” have the meanings set forth in the Stock Option Agreement set forth on Exhibit A. For purposes of this Exhibit B, the Fixed Market Multiple shall mean 10.353, as adjusted for the weighted EBITDA multiple of future acquisitions as determined by the Committee.

11

indicated in column (E) for the applicable following year. The portion of any excess AOP amount which is so used may not be used more than once.

2. Adjustments of Operational Performance Objectives. The Operational Performance targets specified in this Exhibit B are based upon certain revenue and expense assumptions about the future business of the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Administrator determines, in its sole discretion, that any acquisition or disposition of any business by the Company or any dividend or other distribution (whether in the form of cash, Stock, other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option, then the Administrator may, in good faith and in such manner as it may deem equitable, adjust the amounts set forth on this Exhibit B (and/or adjust the definitions of EBITDA and Net Debt) to reflect the projected effect of such transaction(s) or event(s) on Operational Performance. Further, in the event that the Company pays a special dividend, the AOP targets shall be adjusted as determined by the Administrator in accordance with past practice.

12

EXHIBIT B

FOR USE WITH TWO YEAR EXTENSION GRANTS

VESTING

Annual Operational Performance per Diluted Share¹

	Minimum Vesting (10% Growth)					Maximum Vesting (17.5% Growth)
Fiscal Year (A)	% of Shares Vesting(B)			YE Operating Performance (per Diluted Share) (C)		% of Shares Vesting(D)			YE Operating Performance (per Diluted Share) (E)
2019		12.5	%	$	157.81		50	%	$	205.45
2020		12.5	%	$	173.59		50	%	$	241.40

1. Annual Operational Performance Vesting. Effective as of the last day of each of the Company’s fiscal years 2019-2020 there shall become vested the percentage of shares covered by the Option which is equal to the Annual Amount (as described below). The Options shall become vested and exercisable as of the date that the Administrator verifies the AOP (as defined below); provided, however, the vesting hereunder will be effective as to Participant as of the end of the fiscal year to which such Annual Amount relates (notwithstanding any termination of Participant’s employment during the period between the end of such fiscal year and the verification of the AOP and, in such case, notwithstanding the provisions of Section 3.1(b)). For each such fiscal year, the Administrator shall verify the AOP, and shall notify the Company’s Chief Executive Officer of its determination with respect thereto, within ten business days after the Administrator receives the Company’s audited financial statements for that fiscal year.

X. For each year (the “performance year”), the Annual Amount is zero if the Annual Operational Performance per Diluted Share (“AOP”) with respect to such year is less than the amount indicated for such year in column (C) and otherwise shall be equal to the amount indicated for such year in column (B) plus the product of (a) the excess of (1) the amount indicated for such year in column (D) over (2) the amount indicated for such year in column (B) and (b) the ratio of (1) the excess of (x) the AOP with respect to the year (but not more than the amount indicated in Column (E) for such year) over (y) the amount indicated for such year in column (C) to (2) the excess of (x) the amount indicated for such year in column (E) over (y) the amount indicated for such year in column (C).

Y. In calculating the AOP in Section X. above for any performance year there shall also be taken into account any AOP in any of the two prior performance years (starting in fiscal year 2017) which was in excess of the amount indicated in Column (E) for such prior year and has not previously been taken into account hereunder but only if doing so would increase the Annual Amount in such performance year. For purposes of determining whether AOP has been exceeded and the amount of any excess, the YE Operating Performance per Diluted Share applicable to 2017 shall be $148.81 and to 2018 shall be $174.85. If the Participant is subsequently awarded options vesting in 2021 and 2022, any AOP during 2019 and 2020 in excess of the amount indicated in Column (E) (and not previously taken into account hereunder) may be used in one or more of the next two following years by treating such excess as AOP in the performance year under the option agreement granting said options.

Z. If the Annual Amount in 2019 is less than the amount indicated in column (D) for 2019 then an amount equal to the excess of (1) the amount indicated in column (D) for 2019 over (2) the actual Annual Amount for 2019 may vest

² As of a given date, the Company’s “Annual Operational Performance per Diluted Share” shall mean the ratio of (1) the excess of (a) the product of (i) EBITDA and (ii) the Fixed Market Multiple (as defined below) over (b) Net Debt to (2) the Company’s number of Diluted Shares as of such date, where “EBITDA,” “Net Debt” and “Diluted Shares” have the meanings set forth in the Stock Option Agreement set forth on Exhibit A. For purposes of this Exhibit C, the Fixed Market Multiple shall mean 10.353, as adjusted for the weighted EBITDA multiple of future acquisitions as determined by the Committee.

13

in 2020 by treating as AOP in 2019 above any excess of AOP in 2020 over the amount indicated in column (E) for 2020. The portion of any excess AOP amount which is so used may not be used more than once.

2. Adjustments of Operational Performance Objectives. The Operational Performance targets specified in this Exhibit B are based upon certain revenue and expense assumptions about the future business of the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Administrator determines, in its sole discretion, that any acquisition or disposition of any business by the Company or any dividend or other distribution (whether in the form of cash, Stock, other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option, then the Administrator may, in good faith and in such manner as it may deem equitable, adjust the amounts set forth on this Exhibit B (and/or adjust the definitions of EBITDA and Net Debt) to reflect the projected effect of such transaction(s) or event(s) on Operational Performance. Further, in the event that the Company pays a special dividend, the AOP targets shall be adjusted as determined by the Administrator in accordance with past practice.

14

EXHIBIT C

STOCK RETENTION GUIDELINES

As a condition to receiving the Option grant, Participant acknowledges and agrees to hold a number of shares and/or options with such value and for such period of time as set forth below:

(a) At all times during Participant’s continued employment by the Company, Participant shall hold an aggregate amount of Company equity with a value equal to or greater than $_____(the “Retention Limit”)[FOR EXECUTIVE OFFICERS ADD:, one-half of which must be held in stock]. This Retention Limit will supersede any Retention Limit in any prior dated option agreement between the Company and Participant pursuant to the Plan.

For purposes of this Exhibit C, Company equity shall be equal to (i) the Fair Market Value of any Common Stock held by the Participant plus (ii) the value of vested options then held by Participant, whether granted pursuant to the Plan, [IF GRANT IS UNDER THE 2014 STOCK OPTION PLAN, ADD: the Company’s 2006 Stock Incentive Plan], the Company’s 2003 Stock Option Plan or otherwise, which will be equal to the Fair Market Value of the Common Stock underlying the options over the exercise price.

(b) If at any time after the date hereof the aggregate amount of Company equity held by Participant falls below the Retention Limit because of a decline in the Fair Market Value of the Common Stock, Participant will have three years to reach the Retention Limit before the Administrator may exercise any remedies under paragraph (d).

(c) Participant shall not be obligated to comply with the Retention Limit until five years from the date of grant; provided, however, that notwithstanding the foregoing, Participant may not make any sales of vested Options until the Retention Limit is reached, and thereafter, only to the extent that Participant would, at the time of the sale, be in compliance with the Retention Limit, except that Participants may make sales under 10b5-1 plans in existence on the date hereof so long as such sales would be in compliance with any preexisting Retention Limit.

(d) Participant’s failure to hold that number of shares and/or vested options set forth in this Exhibit C shall result in Participant’s forfeiture of all unvested Options unless otherwise determined by the Administrator, in its sole discretion.

15

EX-10.9

EXHIBIT 10.9

FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its [2006 Stock Incentive Plan][2014 Stock Option Plan] (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Participant Name:	W. Nicholas Howley
Grant Date:	November 6, 2015
Exercise Price
per Share:	$226.34
Total Number of
Shares Subject to
the Option:	Shares
Expiration Date:	November 6, 2025

Type of Option:

¨ Incentive Stock Option x Non-Qualified Stock Option

Vesting Schedule:

Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date):

By his signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

TRANSDIGM GROUP INCORPORATED	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

1

2

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)¹ under the Company’s [2006 Stock Incentive Plan][2014 Stock Option Plan] (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “Administrator” shall mean the Board or the Compensation Committee or other committee of the Board responsible for conducting the general administration of the Plan in accordance with Section 3 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

(b) “Consultant” shall mean an individual who renders services to the Company as a consultant and has been so designated by the Committee.

(c) “Credit Agreement” shall mean that certain credit agreement dated as of June 23, 2006 among TransDigm, Inc., TransDigm Group Incorporated and the lenders party thereto, as in effect as of the Grant Date and without reference to any amendment to the Credit Agreement made following the Grant Date.

(d) “Diluted Shares” as of a given date shall mean the total diluted weighted-average of common shares of the Company outstanding as of such date.

(e) “EBITDA” for a given fiscal year of the Company shall mean Consolidated EBITDA (as defined in the Credit Agreement) of the Company for such fiscal year on a pro forma basis adjusted for acquisitions or divestitures.

(f) “Independent Director” shall mean a non-employee director of the Company.

(g) “Net Debt” shall mean, as of the last day of a given fiscal year of the Company, the excess of (a) Consolidated Total Indebtedness (as defined in the Credit Agreement) of the Company over (b) the amount of cash and cash equivalents set forth on the Company’s balance sheet.

(h) “Termination of Consultancy” shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (i) terminations where there is a simultaneous employment or continuing employment of the Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

1 For the avoidance of doubt, the term “Option” as used herein only describes options granted pursuant to the Stock Option Grant Notice to which this Agreement is an Exhibit.

3

(i) “Termination of Directorship” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

(j) “Termination of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (i) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

(k) “Termination of Services” shall mean the time when (i) every relationship between the Participant and the Company has been terminated by a Termination of Consultancy, Termination of Directorship and/or Termination of Employment, as applicable, and (ii) the Participant is no longer an Eligible Person under the Plan.

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights

4

are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as follows or as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant:

If the Participant incurs a termination of employment under any of the circumstances described in Section 5(a)(i) (death) of that certain Employment Agreement between the Participant and the Company effective August 28, 2014, as amended (the "Employment Agreement"), Section 5(a)(ii) (Disability) of the Employment Agreement, Section 5(a)(iv) (Resignation for Good Reason of the Employment Agreement or Section 5(a)(v) (Termination without Cause) of the Employment Agreement or if the Participant retires from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65, in each such case vesting will continue after termination of employment as provided below:

Termination Date	Percent of Remaining Options That May Continue to Vest
Prior to October 1, 2016	0%
On or after October 1, 2016 but prior to October 1, 2017	30%
On or after October 1, 2017 but prior to October 1, 2018	60%
On or after October 1, 2018 but prior to October 1, 2019	80%
On or after October 1, 2019 but prior to October 1, 2020	100%

The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule.

(c) Notwithstanding Section 3.1(a) of this Agreement and Section 8 of the Plan (but subject to Section 3.1(b) of this Agreement), in the event of a Change in Control Options shall become fully vested and exercisable. Notwithstanding the foregoing, the Administrator may, in good faith and in such manner as it may deem equitable, in its sole discretion, adjust the foregoing Fair Market Value requirements in the event of a dividend or other distribution (whether in the form of cash, Stock, other securities or property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, or any unusual or nonrecurring

5

transactions or events affecting the Company or the financial statements of the Company if the adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option. For purposes of this Section 3.1, shall take into account the consideration received by the stockholders in connection with a Change in Control or in connection with any other sale of common stock or other equity interests in the Company or any Subsidiary, after taking into account all post-closing adjustments relating to a Change in Control, and assuming the exercise of all vested options and warrants outstanding as of the effective date of such Change in Control (after giving effect to any dilution of securities or instruments arising in connection with such Change in Control); provided however, that if the stockholders retain any portion of the common stock following such Change in Control or other sale, the Fair Market Value of such portion of the retained common stock immediately following such Change in Control or other sale shall be deemed “consideration received” for purposes of calculating the proceeds and provided further that the Fair Market Value of any non-cash consideration (including stock) received in connection with a Change in Control shall be determined as of the date of such Change in Control.

Notwithstanding Section 3.1(a) of this Agreement and Section 8 of the Plan (but subject to Section 3.1(b) of this Agreement) and notwithstanding Exhibit B to this Agreement, with respect to any portion of the Options that have not otherwise vested prior to the applicable date set forth below: in the event that prior to September 30, 2019, the closing price of the Company's common stock on the New York Stock Exchange exceeds two times the Exercise Price of the Options less the amount of dividends per share paid after the date hereof on any 60 trading days during any consecutive 12-month period commencing October 1, 2017, the remaining portion of the unvested Options will vest on September 30, 2019.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten years from the Grant Date; or

(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or

(c) The opening of business on the day of the Participant's Termination of Services by reason of the Participant's Termination of Employment by reason of a termination by the Company for Cause (as defined in the Participant's employment agreement, if applicable), unless the Committee, in its discretion, determines that a longer period is appropriate; or

(d) The expiration of six months from the date of the Participant's Termination of Services, unless such termination occurs by reason of (i) the Participant's death, (ii) the Participant's Disability, (iii) the Participant's retirement (pursuant to Section 3.3(e)), (iv) the Participant's termination for Cause (as defined in the Participant's employment, agreement, if applicable) or(v) if the Participant has an employment agreement that defines a termination for "cause" and/or "good Reason," a termination by the Company without Cause (as defined in the Participant's employment agreement) or a termination by the Participant for Good Reason (as defined in the Participant's employment agreement), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the expiration of three months from the Participant's Termination of Services (and shall thereafter be a Non-Qualified Stock Option), provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company's insider trading policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter;or

6

(e) The expiration of one year from the date of the Participant’s Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s insider trading policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or

(f) The expiration date set forth in clause (a), (i) if the Participant has an employment agreement that defines a termination for "Cause" and/or "Good Reason," and upon a Participant's Termination of Services by the Company without Cause (as defined in Participant's employment agreement or a Termination of Services by the Participant for Good Reason (as defined in Participant's employment agreement) or (ii) upon the Participant's death or Disability or (iii) upon the Participant's retirement from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65.

Notwithstanding the foregoing, if any Option vests after the Participant's Termination of Services for reasons set forth herein pursuant to Section 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (3), the Participant shall have six months after the Option vests to exercise such Option.

3.4 Special Tax Consequences. The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. The Participant acknowledges that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

ARTICLE IV.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. Except as provided in Sections 5.2(b), during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:

(a) An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;

7

(c) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule, or regulation; and

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4 Method of Payment. Payment of the exercise price, and any applicable withholding tax, shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) Cash;

(b) Check;

(c) Broker-Assisted Cash-less Exercise. With the consent of the Administrator, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) Share Surrender. With the consent of the Administrator, surrender of other shares of Stock which (i) in the case of shares of Stock acquired from the Company, have been owned by the Participant for more than six (6) months on the date of surrender (or such other minimum length of time as the Administrator determines from time to time to be necessary to avoid adverse accounting consequences or violation of any applicable law, rule or regulation), and (ii) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or

(e) Net Exercise. With the consent of the Administrator, surrendered shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised.

4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the

8

Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 8 of the Plan.

ARTICLE V.

OTHER PROVISIONS

5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2 Option Transferability.

(a) Except as otherwise set forth in Section 5.2(b), (i) the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and (ii) during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

(b) Notwithstanding the foregoing, with respect to Participants who are corporate officers or operating presidents, the Administrator may permit any portion of the Option that is not an Incentive Stock Option to be transferred to, exercised by and paid to certain persons or entities related to such Participant, including but not limited to members of such Participant’s family, charitable institutions or trusts or other entities whose beneficiaries or beneficial owners are members of such Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Administrator, pursuant to such conditions and procedures as the Administrator may establish. Any permitted transfer shall be subject to the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with such Participant’s termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities.

5.3 Adjustments. The Participant acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Section 8 of the Plan.

5.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.4. Any notice shall be deemed duly

9

given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

5.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.6 Governing Law; Severability. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.7 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8 Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Participant.

5.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.10 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.13 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.14 Section 409A. Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). The Committee

10

reserves the right (without the obligation to do so or to indemnify the Participant for the failure to do so) to adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to exempt the Option from Section 409A or to comply with the requirements of Section 409A and thereby avoid the penalty taxes under Section 409A.

11

EXHIBIT B

VESTING

Annual Operational Performance per Diluted Share¹

	Minimum Vesting (10% Growth)					Maximum Vesting (17.5% Growth)
Fiscal Year (A)	% of Shares Vesting(B)			YE Operating Performance (per Diluted Share) (C)		% of Shares Vesting(D)			YE Operating Performance (per Diluted Share) (E)
2019		25	%	$	173.59		100	%	$	241.40

1. Annual Operational Performance Vesting. Effective as of the last day of each of the Company’s fiscal year 2019 there shall become vested the percentage of shares covered by the Option which is equal to the Annual Amount (as described below). The Options shall become vested and exercisable as of the date that the Administrator verifies the AOP (as defined below); provided, however, the vesting hereunder will be effective as to Participant as of the end of the fiscal year to which such Annual Amount relates (notwithstanding any termination of Participant’s employment during the period between the end of such fiscal year and the verification of the AOP and, in such case, notwithstanding the provisions of Section 3.1(b)). For each such fiscal year, the Administrator shall verify the AOP, and shall notify the Company’s Chief Executive Officer of its determination with respect thereto, within ten business days after the Administrator receives the Company’s audited financial statements for that fiscal year.

X. For each year (the “performance year”), the Annual Amount is zero if the Annual Operational Performance per Diluted Share (“AOP”) with respect to such year is less than the amount indicated for such year in column (C) and otherwise shall be equal to the amount indicated for such year in column (B) plus the product of (a) the excess of (1) the amount indicated for such year in column (D) over (2) the amount indicated for such year in column (B) and (b) the ratio of (1) the excess of (x) the AOP with respect to the year (but not more than the amount indicated in Column (E) for such year) over (y) the amount indicated for such year in column (C) to (2) the excess of (x) the amount indicated for such year in column (E) over (y) the amount indicated for such year in column (C).

Y. In calculating the AOP in Section X. above for any performance year there shall also be taken into account any AOP in any of the two prior performance years (starting in fiscal year 2017) which was in excess of the amount indicated in Column (E) for such prior year and has not previously been taken into account hereunder but only if doing so would increase the Annual Amount in such performance year. If the Participant is subsequently awarded options vesting in 2020 and 2021, any AOP during 2019 in excess of the amount indicated in Column (E) (and not previously taken into account hereunder) may be used in one or more of the next two following years by treating such excess as AOP in the performance year under the option agreement granting said options.

2. Adjustments of Operational Performance Objectives. The Operational Performance targets specified in this Exhibit B are based upon certain revenue and expense assumptions about the future business of the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Administrator determines, in its sole discretion, that any acquisition or disposition of any business by the Company or any dividend or other

As of a given date, the Company’s “Annual Operational Performance per Diluted Share” shall mean the ratio of (1) the excess of (a) the product of (i) EBITDA and (ii) the Fixed Market Multiple (as defined below) over (b) Net Debt to (2) the Company’s number of Diluted Shares as of such date, where “EBITDA,” “Net Debt” and “Diluted Shares” have the meanings set forth in the Stock Option Agreement set forth on Exhibit A. For purposes of this Exhibit C, the Fixed Market Multiple shall mean 10.353, as adjusted for the weighted EBITDA multiple of future acquisitions as determined by the Committee.

12

distribution (whether in the form of cash, Stock, other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option, then the Administrator may, in good faith and in such manner as it may deem equitable, adjust the amounts set forth on this Exhibit B (and/or adjust the definitions of EBITDA and Net Debt) to reflect the projected effect of such transaction(s) or event(s) on Operational Performance. Further, in the event that the Company pays a special dividend, the AOP targets shall be adjusted as determined by the Administrator in accordance with past practice.

13

EXHIBIT C

STOCK RETENTION GUIDELINES

As a condition to receiving the Option grant, Participant acknowledges and agrees to hold a number of shares and/or options with such value and for such period of time as set forth below:

(a) At all times during Participant’s continued employment by the Company, Participant shall hold an aggregate amount of Company equity with a value equal to or greater than $10,000,000(the “Retention Limit”), one-half of which must be retained in stock. This Retention Limit will supersede any Retention Limit in any prior dated option agreement between the Company and Participant pursuant to the Plan.

For purposes of this Exhibit C, Company equity shall be equal to (i) the Fair Market Value of any Common Stock held by the Participant plus (ii) the value of vested options then held by Participant, whether granted pursuant to the Plan, the Company’s 2003 Stock Option Plan or otherwise, which will be equal to the Fair Market Value of the Common Stock underlying the options over the exercise price.

(b) If at any time after the date hereof the aggregate amount of Company equity held by Participant falls below the Retention Limit because of a decline in the Fair Market Value of the Common Stock, Participant will have three years to reach the Retention Limit before the Administrator may exercise any remedies under paragraph (d).

(c) Participant shall not be obligated to comply with the Retention Limit until five years from the date of grant; provided, however, that notwithstanding the foregoing, Participant may not make any sales of vested Options until the Retention Limit is reached, and thereafter, only to the extent that Participant would, at the time of the sale, be in compliance with the Retention Limit, except that Participants may make sales under 10b5-1 plans in existence on the date hereof so long as such sales would be in compliance with any preexisting Retention Limit.

(d) Participant’s failure to hold that number of shares and/or vested options set forth in this Exhibit C shall result in Participant’s forfeiture of all unvested Options unless otherwise determined by the Administrator, in its sole discretion.

14

EX-10.10

EXHIBIT 10.10

STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its 2006 Stock Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Participant:	W. Nicholas Howley
Grant Date:	December 10, 2015
Exercise Price per Share:	$230.72
Total Number of Shares Subject to the Option:	45,912 Shares
Expiration Date:	December 10, 2025

By his signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant agrees that as a condition to receiving the Option, the Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

Type of Option:

¨ Incentive Stock Option x Non-Qualified Stock Option

Vesting Schedule:

Subject to the terms of the Stock Option Agreement (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the period set forth in Exhibit B hereto (provided that the Participant is an Eligible Person (as defined in the Plan) at all times during the period beginning on the Grant Date and ending on the applicable vesting date):

TRANSDIGM GROUP INCORPORATED	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:
Address:	Address:

1

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, TransDigm Group Incorporated, a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”)¹ under the Company’s 2006 Stock Incentive Plan (the “Plan”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “Administrator” shall mean the Board or the Compensation Committee or other committee of the Board responsible for conducting the general administration of the Plan in accordance with Section 3 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

(b) “Consultant” shall mean an individual who renders services to the Company as a consultant and has been so designated by the Committee.

(c) “Credit Agreement” shall mean that certain credit agreement dated as of June 23, 2006 among TransDigm, Inc., TransDigm Group Incorporated and the lenders party thereto, as in effect as of the Grant Date and without reference to any amendment to the Credit Agreement made following the Grant Date.

(d) “Diluted Shares” as of a given date shall mean the total diluted weighted-average of common shares of the Company outstanding as of such date.

(e) “EBITDA” for a given fiscal year of the Company shall mean Consolidated EBITDA (as defined in the Credit Agreement) of the Company for such fiscal year on a pro forma basis adjusted for acquisitions or divestitures.

(f) “Independent Director” shall mean a non-employee director of the Company.

(g) “Net Debt” shall mean, as of the last day of a given fiscal year of the Company, the excess of (a) Consolidated Total Indebtedness (as defined in the Credit Agreement) of the Company over (b) the amount of cash and cash equivalents set forth on the Company’s balance sheet.

(h) “Termination of Consultancy” shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (i) terminations where there is a simultaneous employment or continuing employment of the Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

1 For the avoidance of doubt, the term “Option” as used herein only describes options granted pursuant to the Stock Option Grant Notice to which this Agreement is an Exhibit.

2

(i) “Termination of Directorship” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

(j) “Termination of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (i) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

(k) “Termination of Services” shall mean the time when (i) every relationship between the Participant and the Company has been terminated by a Termination of Consultancy, Termination of Directorship and/or Termination of Employment, as applicable, and (ii) the Participant is no longer an Eligible Person under the Plan.

1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights

3

are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability.

(a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as follows or as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant:

If the Participant incurs a termination of employment under any of the circumstances described in Section 5(a)(i) (death) of that certain Employment Agreement between the Participant and the Company effective August 28, 2014, as amended (the "Employment Agreement"), Section 5(a)(ii) (Disability) of the Employment Agreement, Section 5(a)(iv) (Resignation for Good Reason of the Employment Agreement or Section 5(a)(v) (Termination without Cause) of the Employment Agreement or if the Participant retires from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65, in each such case vesting will continue after termination of employment as provided below:

Termination Date	Percent of Remaining Options That May Continue to Vest
Prior to October 1, 2016	0%
On or after October 1, 2016 but prior to October 1, 2017	40%
On or after October 1, 2017 but prior to October 1, 2018	80%
On or after October 1, 2018 but prior to October 1, 2019	100%

The percentage of remaining Options permitted to vest will be spread ratably over the vesting schedule.

(c) Notwithstanding Section 3.1(a) of this Agreement and Section 8 of the Plan (but subject to Section 3.1(b) of this Agreement), in the event of a Change in Control Options shall become fully vested and exercisable. Notwithstanding the foregoing, the Administrator may, in good faith and in such manner as it may deem equitable, in its sole discretion, adjust the foregoing Fair Market Value requirements in the event of a dividend or other distribution (whether in the form of cash, Stock, other securities or property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, or any unusual or nonrecurring transactions or events affecting the Company or the financial statements of the Company if the adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option. For purposes of this Section 3.1, shall take into account the consideration received by the stockholders in connection with a

4

Change in Control or in connection with any other sale of common stock or other equity interests in the Company or any Subsidiary, after taking into account all post-closing adjustments relating to a Change in Control, and assuming the exercise of all vested options and warrants outstanding as of the effective date of such Change in Control (after giving effect to any dilution of securities or instruments arising in connection with such Change in Control); provided however, that if the stockholders retain any portion of the common stock following such Change in Control or other sale, the Fair Market Value of such portion of the retained common stock immediately following such Change in Control or other sale shall be deemed “consideration received” for purposes of calculating the proceeds and provided further that the Fair Market Value of any non-cash consideration (including stock) received in connection with a Change in Control shall be determined as of the date of such Change in Control.

Notwithstanding Section 3.1(a) of this Agreement and Section 8 of the Plan (but subject to Section 3.1(b) of this Agreement) and notwithstanding Exhibit B to this Agreement, with respect to any portion of the Options that have not otherwise vested prior to the applicable date set forth below: in the event that prior to September 30, 2019, the closing price of the Company's common stock on the New York Stock Exchange exceeds two times the Exercise Price of the Options less the amount of dividends per share paid after the date hereof on any 60 trading days during any consecutive 12-month period commencing October 1, 2017, the remaining portion of the unvested Options will vest on September 30, 2019.

3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3.

3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a) The expiration of ten years from the Grant Date; or

(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or

(c) The opening of business on the day of the Participant's Termination of Services by reason of the Participant's Termination of Employment by reason of a termination by the Company for Cause (as defined in the Participant's employment agreement, if applicable), unless the Committee, in its discretion, determines that a longer period is appropriate; or

(d) The expiration of six months from the date of the Participant's Termination of Services, unless such termination occurs by reason of (i) the Participant's death, (ii) the Participant's Disability, (iii) the Participant's retirement (pursuant to Section 3.3(e)), (iv) the Participant's termination for Cause (as defined in the Participant's employment, agreement, if applicable) or(v) if the Participant has an employment agreement that defines a termination for "cause" and/or "good Reason," a termination by the Company without Cause (as defined in the Participant's employment agreement) or a termination by the Participant for Good Reason (as defined in the Participant's employment agreement), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the expiration of three months from the Participant's Termination of Services (and shall thereafter be a Non-Qualified Stock Option), provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company's insider trading policy at all times during such six-month period, wth the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter;or

(e) The expiration of one year from the date of the Participant’s Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the

5

Company’s insider trading policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or

(f) The expiration date set forth in clause (a), (i) if the Participant has an employment agreement that defines a termination for "Cause" and/or "Good Reason," and upon a Participant's Termination of Services by the Company without Cause (as defined in Participant's employment agreement or a Termination of Services by the Participant for Good Reason (as defined in Participant's employment agreement) or (ii) upon the Participant's death or Disability or (iii) upon the Participant's retirement from employment after at least 15 years of service after age 60 or after at least ten years of service after age 65.

Notwithstanding the foregoing, if any Option vests after the Participant's Termination of Services for reasons set forth herein pursuant to Section 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (3), the Participant shall have six months after the Option vests to exercise such Option.

3.4 Special Tax Consequences. The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. The Participant acknowledges that an Incentive Stock Option exercised more than three months after the Participant’s Termination of Employment, other than by reason of death or Disability, will be taxed as a Non-Qualified Stock Option.

ARTICLE IV.

EXERCISE OF OPTION

4.1 Person Eligible to Exercise. Except as provided in Sections 5.2(b), during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.

4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:

(a) An Exercise Notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator;

(b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4;

(c) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence compliance with the Securities Act or any other applicable law, rule, or regulation; and

6

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4 Method of Payment. Payment of the exercise price, and any applicable withholding tax, shall be by any of the following, or a combination thereof, at the election of the Participant:

(a) Cash;

(b) Check;

(c) Broker-Assisted Cash-less Exercise. With the consent of the Administrator, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale;

(d) Share Surrender. With the consent of the Administrator, surrender of other shares of Stock which (i) in the case of shares of Stock acquired from the Company, have been owned by the Participant for more than six (6) months on the date of surrender (or such other minimum length of time as the Administrator determines from time to time to be necessary to avoid adverse accounting consequences or violation of any applicable law, rule or regulation), and (ii) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised; or

(e) Net Exercise. With the consent of the Administrator, surrendered shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares of Stock with respect to which the Option or portion thereof is being exercised.

4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

(b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and

(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No

7

adjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Stock are issued, except as provided in Section 8 of the Plan.

ARTICLE V.

OTHER PROVISIONS

5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2 Option Transferability.

(a) Except as otherwise set forth in Section 5.2(b), (i) the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and (ii) during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

(b) Notwithstanding the foregoing, with respect to Participants who are corporate officers or operating presidents, the Administrator may permit any portion of the Option that is not an Incentive Stock Option to be transferred to, exercised by and paid to certain persons or entities related to such Participant, including but not limited to members of such Participant’s family, charitable institutions or trusts or other entities whose beneficiaries or beneficial owners are members of such Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Administrator, pursuant to such conditions and procedures as the Administrator may establish. Any permitted transfer shall be subject to the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with such Participant’s termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities.

5.3 Adjustments. The Participant acknowledges that the Option is subject to modification and termination in certain events as provided in this Agreement and Section 8 of the Plan.

5.4 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice under this Section 5.4. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

8

5.5 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.6 Governing Law; Severability. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.7 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.8 Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Participant.

5.9 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.10 Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

5.12 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries.

5.13 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.14 Section 409A. Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). The Committee reserves the right (without the obligation to do so or to indemnify the Participant for the failure to do so) to adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee

9

determines are necessary or appropriate to exempt the Option from Section 409A or to comply with the requirements of Section 409A and thereby avoid the penalty taxes under Section 409A.

10

EXHIBIT B

VESTING

Annual Operational Performance per Diluted Share¹

	Minimum Vesting (10% Growth)					Maximum Vesting (17.5% Growth)
Fiscal Year (A)	% of Shares Vesting(B)			YE Operating Performance (per Diluted Share) (C)		% of Shares Vesting(D)			YE Operating Performance (per Diluted Share) (E)
2016		10	%	$	118.56		40	%	$	126.65
2017		10	%	$	130.42		40	%	$	148.81
2018		5	%	$	143.46		20	%	$	174.85

1. Annual Operational Performance Vesting. Effective as of the last day of each of the Company’s fiscal year 2019 there shall become vested the percentage of shares covered by the Option which is equal to the Annual Amount (as described below). The Options shall become vested and exercisable as of the date that the Administrator verifies the AOP (as defined below); provided, however, the vesting hereunder will be effective as to Participant as of the end of the fiscal year to which such Annual Amount relates (notwithstanding any termination of Participant’s employment during the period between the end of such fiscal year and the verification of the AOP and, in such case, notwithstanding the provisions of Section 3.1(b)). For each such fiscal year, the Administrator shall verify the AOP, and shall notify the Company’s Chief Executive Officer of its determination with respect thereto, within ten business days after the Administrator receives the Company’s audited financial statements for that fiscal year.

X. For each year (the “performance year”), the Annual Amount is zero if the Annual Operational Performance per Diluted Share (“AOP”) with respect to such year is less than the amount indicated for such year in column (C) and otherwise shall be equal to the amount indicated for such year in column (B) plus the product of (a) the excess of (1) the amount indicated for such year in column (D) over (2) the amount indicated for such year in column (B) and (b) the ratio of (1) the excess of (x) the AOP with respect to the year (but not more than the amount indicated in Column (E) for such year) over (y) the amount indicated for such year in column (C) to (2) the excess of (x) the amount indicated for such year in column (E) over (y) the amount indicated for such year in column (C).

Y. In calculating the AOP in Section X. above for any performance year there shall also be taken into account any AOP in any of the two prior performance years (starting in fiscal year 2017) which was in excess of the amount indicated in Column (E) for such prior year and has not previously been taken into account hereunder but only if doing so would increase the Annual Amount in such performance year. If the Participant is subsequently awarded options vesting in 2020 and 2021, any AOP during 2019 in excess of the amount indicated in Column (E) (and not previously taken into account hereunder) may be used in one or more of the next two following years by treating such excess as AOP in the performance year under the option agreement granting said options.

¹ As of a given date, the Company’s “Annual Operational Performance per Diluted Share” shall mean the ratio of (1) the excess of (a) the product of (i) EBITDA and (ii) the Fixed Market Multiple (as defined below) over (b) Net Debt to (2) the Company’s number of Diluted Shares as of such date, where “EBITDA,” “Net Debt” and “Diluted Shares” have the meanings set forth in the Stock Option Agreement set forth on Exhibit A. For purposes of this Exhibit C, the Fixed Market Multiple shall mean 10.353, as adjusted for the weighted EBITDA multiple of future acquisitions as determined by the Committee.

11

2. Adjustments of Operational Performance Objectives. The Operational Performance targets specified in this Exhibit B are based upon certain revenue and expense assumptions about the future business of the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Administrator determines, in its sole discretion, that any acquisition or disposition of any business by the Company or any dividend or other distribution (whether in the form of cash, Stock, other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option, then the Administrator may, in good faith and in such manner as it may deem equitable, adjust the amounts set forth on this Exhibit B (and/or adjust the definitions of EBITDA and Net Debt) to reflect the projected effect of such transaction(s) or event(s) on Operational Performance. Further, in the event that the Company pays a special dividend, the AOP targets shall be adjusted as determined by the Administrator in accordance with past practice.

12

EXHIBIT C

STOCK RETENTION GUIDELINES

As a condition to receiving the Option grant, Participant acknowledges and agrees to hold a number of shares and/or options with such value and for such period of time as set forth below:

(a) At all times during Participant’s continued employment by the Company, Participant shall hold an aggregate amount of Company equity with a value equal to or greater than $10,000,000(the “Retention Limit”), one-half of which must be retained in stock. This Retention Limit will supersede any Retention Limit in any prior dated option agreement between the Company and Participant pursuant to the Plan.

For purposes of this Exhibit C, Company equity shall be equal to (i) the Fair Market Value of any Common Stock held by the Participant plus (ii) the value of vested options then held by Participant, whether granted pursuant to the Plan, the Company’s 2003 Stock Option Plan or otherwise, which will be equal to the Fair Market Value of the Common Stock underlying the options over the exercise price.

(b) If at any time after the date hereof the aggregate amount of Company equity held by Participant falls below the Retention Limit because of a decline in the Fair Market Value of the Common Stock, Participant will have three years to reach the Retention Limit before the Administrator may exercise any remedies under paragraph (d).

(c) Participant shall not be obligated to comply with the Retention Limit until five years from the date of grant; provided, however, that notwithstanding the foregoing, Participant may not make any sales of vested Options until the Retention Limit is reached, and thereafter, only to the extent that Participant would, at the time of the sale, be in compliance with the Retention Limit, except that Participants may make sales under 10b5-1 plans in existence on the date hereof so long as such sales would be in compliance with any preexisting Retention Limit.

(d) Participant’s failure to hold that number of shares and/or vested options set forth in this Exhibit C shall result in Participant’s forfeiture of all unvested Options unless otherwise determined by the Administrator, in its sole discretion.

13

EX-10.11

Exhibit 10.11

TransDigm Group Incorporated

2016 Director Share Plan

1.    Purpose.

The purpose of this 2016 Director Share Plan (the “Plan”) of TransDigm Group Incorporated (the “Company”) is to provide non-employee directors (“Directors)”) the opportunity to acquire shares of the Company’s common stock, $0.01 par value (the “Common Stock”) from the Company in lieu of cash for the payment of the retainer fees earned for their services to the Company, which also encourages ownership in the Company by Directors of the Company and further aligns their interests with those of the Company’s stockholders.

2.    Administration.

The Board of Directors shall supervise and administer the Plan. All questions concerning interpretation of the Plan shall be resolved by the Board of Directors and such resolution shall be final and binding upon all persons having an interest in the Plan. The Board of Directors may, to the full extent permitted by or consistent with applicable laws or regulations, delegate any or all of its powers under the Plan to a committee appointed by the Board of Directors, and if a committee is so appointed, all references to the Board of Directors in the Plan shall mean and relate to such committee.

3.    Participation in the Plan; Elections.

(a)    Directors of the Company who are not employees of the Company or any subsidiary of the Company (“Non-Employee Directors”) may elect to forego receipt of all or a portion of the annual retainer, committee fees and meeting fees otherwise due to the Non-Employee Director in exchange for Common Stock under this Plan. The number of Shares received by any Non-Employee Director shall equal the amount of foregone cash compensation divided by the Fair Market Value of a share of Common Stock on the 15^th day of the month in which the cash compensation otherwise would have been paid (generally, March 15^th and September 15^th), rounded down to the nearest whole share. “Fair Market Value” means (i) if the Common Stock is listed on a national securities exchange, the closing price reported on the primary exchange with which the Common Stock is listed and traded on the payment date, or if there is no such sale on that date, then on the last preceding date on which such a sale was reported, or (ii) if the Common Stock is not listed on any national securities exchange but is listed on the Nasdaq National Market System, the last sale price reported on the payment date, or, if there is no such sale on that date then on the last preceding date on which such a sale was reported. If the Common Stock is not listed on a national securities exchange or the Nasdaq National Market System, the Fair Market Value means the amount determined by the Board in good faith to be the fair market value per share of Common Stock, on a fully diluted basis.

(b)     Non-Employee Directors may participate by submitting a written or electronic election to the Chief Financial Officer of the Company, in such form as the Company determines, by the first of the month in which the election relates (March 1^st or September 1^st). Non-Employee Directors may submit standing written or electronic elections to apply to subsequent payment dates, of up to two years’ duration. These standing elections may only be

608193229.1

modified or terminated by means of submitting a written or electronic election to the Chief Financial Officer, in such form as the Company determines, prior to the beginning of the calendar month to which the modification or termination relates.

4.    Stock Subject to the Plan.

(a)    The maximum number of shares of Common Stock, which may be sold under the Plan shall be 10,000 shares, subject to adjustment as provided in Section 8.

(b)    Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

5.    Share Ownership. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate or authorization of a brokerage entry evidencing such shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to shares issued hereunder. A share certificate or authorized book entry account for the number of shares so acquired shall be issued or made to the Non-Employee Director or to his or her designated brokerage account. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued or authorized brokerage account entry made.

6.    Taxes.

Each Non-Employee Director shall be responsible for satisfying any obligations in connection with any award hereunder.

7.    Limitation of Rights.

(a) No Right to Continue as a Director. Neither the Plan, nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the Non-Employee Director on the Board of Directors for any period of time.

(b) Compliance with Securities Laws. Each issuance of Common Stock shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the offer or sale of Common Stock, such Common Stock may not be offered or sold unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition. As a condition to a issuance hereunder, the Company may require the Non-Employee Director to represent and warrant at the time of any such issuance that the Common Stock is being acquired only for investment and without any present intention to sell or distribute such Common Stock, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

608193229.1

(c) Insider Information. Any elections made by a Non-Employee Director hereunder shall be made (i) during an open trading window when the Non-Employee Director is not in possession of material non-public information, and (ii) in accordance with the Company’s Insider Trading Policy.

(d) Share Shortfalls. In the event that any election under the Plan would cause the number of shares of Common Stock required to be issued under the Plan to exceed the number authorized, then outstanding elections shall be disregarded, as determined by the Company in an equitable manner, to avoid exceeding the number of authorized shares. No further elections shall be made or shall be valid until such time, if any, as additional shares of Common Stock become available for issuance under the Plan.

8.    Adjustment Provisions for Mergers, Recapitalizations and Related Transactions.

If, through or as a result of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar transaction, (i) the outstanding shares of Common Stock are exchanged for a different number or kind of securities of the Company or of another entity, or (ii) additional shares or new or different shares or other securities of the Company or of another entity are distributed with respect to such shares of Common Stock, the Board of Directors shall make an appropriate and proportionate adjustment in the maximum number and kind of shares reserved for issuance under the Plan.

9.    Termination and Amendment of the Plan.

The Board of Directors may suspend or terminate the Plan or amend it in any respect whatsoever.

10.    Notice.

Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and shall become effective when it is received.

11. Governing Law.

The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

12. Term of Plan.

The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 9 of the Plan.

608193229.1

EX-31.1

Exhibit 31.1

CERTIFICATION

I, W. Nicholas Howley, 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors:

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 10, 2016

/s/ W. Nicholas Howley

Name: W. Nicholas Howley

Title: Chairman of the Board of Directors, President and Chief

Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Terrance M. Paradie, 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors:

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 10, 2016

/s/ Terrance M. Paradie

Name: Terrance M. Paradie

Title: Executive Vice President and 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 January 2, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Nicholas Howley, Chairman of the Board of Directors, 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: February 10, 2016

/s/ W. Nicholas Howley

Name: W. Nicholas Howley

Title: Chairman of the Board of Directors, 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 January 2, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terrance M. Paradie, Executive Vice President and 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: February 10, 2016

/s/ Terrance M. Paradie

Name: Terrance M. Paradie

Title: Executive Vice President and Chief

Financial Officer (Principal Financial and Accounting Officer)

XML

Document and Entity Information Document - shares	3 Months Ended
	Jan. 02, 2016	Jan. 26, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 02, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
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		53,466,525

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015
CURRENT ASSETS:
Cash and cash equivalents	$ 805,291	$ 714,033
Trade accounts receivable - Net	427,265	444,072
Inventories - Net	599,311	591,401
Prepaid expenses and other	28,908	37,081
Total current assets	1,860,775	1,786,587
PROPERTY, PLANT AND EQUIPMENT - Net	268,028	260,684
GOODWILL	4,683,630	4,686,220
OTHER INTANGIBLE ASSETS - Net	1,487,316	1,539,851
OTHER	30,229	30,593
TOTAL ASSETS	8,329,978	8,303,935
CURRENT LIABILITIES:
Current portion of long-term debt	43,445	43,427
Short-term borrowings - trade receivable securitization facility	199,817	199,792
Accounts payable	113,607	142,822
Accrued liabilities	299,573	271,553
Total current liabilities	656,442	657,594
LONG-TERM DEBT	8,099,159	8,106,383
DEFERRED INCOME TAXES	410,110	404,997
OTHER NON-CURRENT LIABILITIES	128,537	173,267
Total liabilities	9,294,248	9,342,241
STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 55,323,774 and 55,100,094 at January 2, 2016 and September 30, 2015, respectively	553	551
Paid-in capital	984,436	950,324
Accumulated deficit	(1,606,443)	(1,717,232)
Accumulated other comprehensive loss	(96,101)	(96,009)
Treasury stock, at cost; 1,738,968 and 1,415,100 shares at January 2, 2016 and September 30, 2015, respectively	(246,715)	(175,940)
Total stockholders’ deficit	(964,270)	(1,038,306)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 8,329,978	$ 8,303,935

XML

Condensed Consolidated Balance Sheets Parenthetical - $ / shares	Jan. 02, 2016	Sep. 30, 2015
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	55,323,774	55,100,094
Treasury Stock, Shares	1,738,968	1,415,100

XML

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
NET SALES	$ 701,695	$ 586,898
COST OF SALES	327,128	265,725
GROSS PROFIT	374,567	321,173
SELLING AND ADMINISTRATIVE EXPENSES	82,203	67,479
AMORTIZATION OF INTANGIBLE ASSETS	16,323	13,026
INCOME FROM OPERATIONS	276,041	240,668
INTEREST EXPENSE - Net	111,983	98,935
INCOME BEFORE INCOME TAXES	164,058	141,733
INCOME TAX PROVISION	49,157	46,200
NET INCOME	114,901	95,533
NET INCOME APPLICABLE TO COMMON STOCK	$ 111,901	$ 92,168
Net earnings per share - see Note 5:
Basic and diluted (in dollars per share)	$ 1.97	$ 1.63
Weighted-average shares outstanding:
Basic and diluted (in shares)	56,805	56,591

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Net income	$ 114,901	$ 95,533
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(8,950)	(10,748)
Interest rate swap and cap agreements, net of taxes of $(5,092) and $5,892 for the thirteen week periods ended January 2, 2016 and December 27, 2014, respectively	8,858	(10,538)
Other comprehensive loss, net of tax	(92)	(21,286)
TOTAL COMPREHENSIVE INCOME	$ 114,809	$ 74,247

XML

Condensed Consolidated Statements of Comprehensive Income Parentheticial - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Statement of Comprehensive Income [Abstract]
Interest rate swap and cap agreements tax	$ (5,092)	$ 5,892

XML

Condensed Consolidated Statement of Changes in Stockholders' Deficit - 3 months ended Jan. 02, 2016 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock
BALANCE (in shares) at Sep. 30, 2015	55,100,094	55,100,094				(1,415,100)
BALANCE at Sep. 30, 2015	$ (1,038,306)	$ 551	$ 950,324	$ (1,717,232)	$ (96,009)	$ (175,940)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Unvested dividend equivalents	(4,112)			(4,112)
Compensation expense recognized for employee stock options	10,681		10,681
Excess tax benefits related to share-based payment arrangements	14,539		14,539
Exercise of employee stock options (in shares)		223,680
Exercise of employee stock options	8,894	$ 2	8,892
Treasury Stock, Shares, Acquired						(323,868)
Treasury Stock, Value, Acquired, Cost Method	(70,775)					$ (70,775)
Net income	114,901			114,901
Foreign currency translation adjustments	(8,950)				(8,950)
Interest rate swaps and caps, net of tax	$ 8,858				8,858
BALANCE (in shares) at Jan. 02, 2016	55,323,774	55,323,774				(1,738,968)
BALANCE at Jan. 02, 2016	$ (964,270)	$ 553	$ 984,436	$ (1,606,443)	$ (96,101)	$ (246,715)

XML

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
OPERATING ACTIVITIES:
Net income	$ 114,901	$ 95,533
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	9,700	8,425
Amortization of intangible assets	16,501	13,357
Amortization of debt issuance costs	3,832	3,999
Non-cash equity compensation	10,681	5,764
Excess tax benefits related to share-based payment arrangements	(14,539)	(8,264)
Deferred income taxes	601	923
Changes in assets/liabilities, net of effects from acquisitions of businesses:
Trade accounts receivable	14,368	17,096
Inventories	(14,108)	(12,646)
Income taxes receivable/payable	30,343	40,589
Other assets	917	(3,156)
Accounts payable	(28,160)	(22,773)
Accrued interest	29,939	74,471
Accrued and other liabilities	(10,846)	(24,359)
Net cash provided by operating activities	164,130	188,959
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	(10,172)	(8,138)
Net cash used in investing activities	(10,172)	(8,138)
FINANCING ACTIVITIES:
Excess tax benefits related to share-based payment arrangements	14,539	8,264
Proceeds from exercise of stock options	8,892	7,391
Dividends paid	(3,000)	(3,365)
Treasury stock purchased	(70,775)	0
Repayment on term loans	(10,960)	0
Other	(87)	(41)
Net cash (used in) provided by financing activities	(61,391)	12,249
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(1,309)	(989)
NET INCREASE IN CASH AND CASH EQUIVALENTS	91,258	192,081
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	714,033	819,548
CASH AND CASH EQUIVALENTS, END OF PERIOD	805,291	1,011,629
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	78,733	15,307
Cash paid during the period for income taxes	$ 884	$ 944

XML

DESCRIPTION OF THE BUSINESS

3 Months Ended

Jan. 02, 2016

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 all 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, 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, and cargo loading, handling and delivery systems.

XML

UNAUDITED INTERIM FINANCIAL INFORMATION

3 Months Ended

Jan. 02, 2016

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 solely 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, 2015 included in TD Group’s Form 10-K filed on November 13, 2015. 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, 2015 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the thirteen week period ended January 2, 2016 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 classifications related to the adoption of new accounting pronouncements during the thirteen week period ended January 2, 2016 impacting the classification of both debt issuance costs and deferred income taxes in the Condensed Consolidated Balance Sheets. The accounting pronouncements and impact of the adoption of the pronouncements are summarized in Note 4, "Recent Accounting Pronouncements."

XML

ACQUISITIONS

3 Months Ended

Jan. 02, 2016

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

During the fiscal year ended September 30, 2015, the Company completed the acquisitions of PneuDraulics, Inc. ("PneuDraulics"), the assets of the aerospace business of Pexco LLC (“Pexco Aerospace”), the aerospace business of Franke Aquarotter GmbH (now named Adams Rite Aerospace GmbH), and the Telair Cargo Group (“Telair”). The Company accounted for the acquisitions using the acquisition method and included the results of operations of the acquisitions in its consolidated financial statements from the effective date of each acquisition. As of January 2, 2016, the purchase price allocations for each of the acquisitions referenced above remain preliminary as the Company completes its assessments of deferred taxes and certain reserves. Pro forma net sales and results of operations for the acquisitions had they occurred at the beginning of the applicable thirteen week periods ended January 2, 2016 or December 27, 2014 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.

PneuDraulics – On August 19, 2015, TransDigm Inc. acquired all of the outstanding stock of PneuDraulics for approximately $323.5 million in cash. PneuDraulics manufactures proprietary, highly engineered aerospace pneumatic and hydraulic components and subsystems for commercial transport, regional, business jet and military applications. These products fit well with TransDigm’s overall business direction. PneuDraulics is included in TransDigm’s Power & Control segment. The purchase price includes approximately $104.5 million of tax benefits to be realized by the Company over a 15 year period beginning in 2015, and the Company expects that approximately $220.9 million of goodwill recognized for the acquisition will be deductible for tax purposes.

Pexco Aerospace – On May 14, 2015, Pexco Aerospace, Inc., a newly formed subsidiary of TransDigm Inc., acquired the assets of the aerospace business of Pexco LLC (“Pexco Aerospace”) for a total purchase price of approximately $496.4 million in cash, less a purchase price adjustment of $0.4 million received in the fourth quarter of fiscal 2015. Pexco Aerospace manufactures extruded plastic interior parts for use in the commercial aerospace industry. These products fit well with TransDigm’s overall business direction. Pexco Aerospace is included in TransDigm’s Airframe segment. The purchase price includes approximately $166.4 million of tax benefits to be realized by TransDigm over a 15 year period beginning in 2015, and the Company expects that approximately $407.4 million of goodwill recognized for the acquisition will be deductible for tax purposes.

Adams Rite Aerospace GmbH – On March 31, 2015, the Company’s Adams Rite subsidiary acquired the aerospace business of Franke Aquarotter GmbH (now known as Adams Rite Aerospace GmbH) for approximately $75.3 million in cash. Adams Rite Aerospace GmbH manufactures proprietary faucets and related products for use on commercial transports and regional jets. These products fit well with TransDigm’s overall business direction. Adams Rite Aerospace GmbH is included in TransDigm’s Airframe segment. The Company expects that approximately $63.9 million of goodwill recognized for the acquisition will not be deductible for tax purposes.

Telair Cargo Group – On March 26, 2015, TransDigm Germany GmbH, a subsidiary of TransDigm Inc., acquired all of the outstanding stock of Telair International GmbH ("Telair International"), TransDigm Inc. acquired all of the outstanding stock of Nordisk Aviation Products ("Nordisk"), and Telair US LLC, a newly formed subsidiary of TransDigm Inc. ("Telair US"), acquired the assets of the AAR Cargo business (collectively, "Telair Cargo Group"). The total purchase price was approximately $730.9 million in cash, which included a net $7.7 million purchase price adjustment paid in the fourth quarter of fiscal 2015. Telair Cargo Group manufactures aerospace on-board cargo loading and handling, restraint systems and unit load devices for a variety of commercial and military platforms with positions on a wide range of new and existing aircraft. These products fit well with TransDigm’s overall business direction. The business consists of three major operating units: Telair International, Nordisk and Telair US. Telair International and Telair US are included in TransDigm’s Power & Control segment and Nordisk is included in TransDigm’s Airframe segment.

The total purchase price of Telair Cargo Group was allocated to the underlying assets acquired and liabilities assumed based upon management’s estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. The following table summarizes the purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed at the transaction date (in thousands).

Assets acquired:
Current assets, excluding cash acquired	$	143,417
Property, plant, and equipment	16,011
Intangible assets	203,860
Goodwill	489,790
Other	1,445
Total assets acquired	$	854,523
Liabilities assumed:
Current liabilities	$	59,661
Other noncurrent liabilities	64,001
Total liabilities assumed	$	123,662
Net assets acquired	$	730,861

The Company expects that approximately $35.8 million of goodwill recognized for the acquisition will be deductible for tax purposes and approximately $454.0 million of goodwill recognized for the acquisition will not be deductible for tax purposes.

XML

RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Jan. 02, 2016

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 creates a new topic in the Accounting Standards Codification (“ASC”) Topic 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; changes the basis for deciding when revenue is recognized over time or at a point in time; provides new and more detailed guidance on specific topics; and expands and improves disclosures about revenue. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018. The Company is currently evaluating the impact that the update will have on its financial position, results of operations, cash flows and financial statement disclosures.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which expands upon the guidance on the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The guidance does not change the current requirements surrounding the recognition and measurement of debt issuance costs, and the amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for the Company beginning October 1, 2016. However, as early adoption is permissible, the Company adopted the pronouncement effective October 1, 2015. The adoption of this pronouncement did not have a significant impact on our consolidated financial position and results of operations, although it did change the financial statement classification of debt issuance costs. In connection with adopting the pronouncement beginning October 1, 2015, the Company reclassified $74.2 million and $77.7 million in debt issuance costs as of January 2, 2016 and September 30, 2015, to Current portion of long-term debt and Long-term debt in the liabilities section of the Condensed Consolidated Balance Sheets, respectively.

In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," a new standard intended to simplify the accounting for measurement period adjustments in a business combination. Measurement period adjustments are changes to provisional amounts recorded when the accounting for a business combination is incomplete as of the end of a reporting period. The measurement period can extend for up to a year following the transaction date. During the measurement period, companies may make adjustments to provisional amounts when information necessary to complete the measurement is received. The new guidance requires companies to recognize these adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. Companies are no longer required to retroactively apply measurement period adjustments to all periods presented. The guidance is effective for the Company on October 1, 2016. However, as early adoption is permissible, the Company adopted the pronouncement beginning October 1, 2015. The adoption of this pronouncement did not have a significant impact on the Company's financial statements and financial statement disclosures.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” which will require entities to present deferred tax assets and liabilities as noncurrent in a classified balance sheet. This guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. As early adoption is permissible, the Company adopted this pronouncement beginning October 1, 2015 and applied this pronouncement retrospectively. The adoption of this pronouncement resulted in the reclassification of $45.6 million from Current deferred income tax assets and $0.4 million from Other long-term assets in the Condensed Consolidated Balance Sheet as of January 2, 2016 to Noncurrent deferred income tax liabilities. Additionally, $45.4 million was reclassified from Current deferred income tax assets in the Condensed Consolidated Balance Sheet as of September 30, 2015 to Noncurrent deferred income tax liabilities.

XML

EARNINGS RELEASE PER SHARE (TWO-CLASS METHOD)

3 Months Ended

Jan. 02, 2016

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
	January 2, 2016			December 27, 2014
Numerator for earnings per share:
Net income	$	114,901		$	95,533
Less dividends paid on participating securities	(3,000		)	(3,365		)
Net income applicable to common stock - basic and diluted	$	111,901		$	92,168
Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding	53,706			52,511
Vested options deemed participating securities	3,099			4,080
Total shares for basic and diluted earnings per share	56,805			56,591
Basic and diluted earnings per share	$	1.97		$	1.63

XML

INVENTORIES

3 Months Ended

Jan. 02, 2016

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):

	January 2, 2016			September 30, 2015
Raw materials and purchased component parts	$	403,127		$	371,073
Work-in-progress	147,039			164,793
Finished Goods	119,716			122,956
Total	669,882			658,822
Reserves for excess and obsolete inventory and LIFO	(70,571		)	(67,421		)
Inventories - net	$	599,311		$	591,401

XML

INTANGIBLE ASSETS

3 Months Ended

Jan. 02, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

INTANGIBLE ASSETS

Intangible assets subject to amortization consist of the following (in thousands):

	January 2, 2016						September 30, 2015
	Gross  Carrying Amount		Accumulated Amortization		Net		Gross  Carrying Amount		Accumulated Amortization		Net
Technology	$	1,077,848	$	246,643	$	831,205	$	1,100,317	$	233,434	$	866,883
Order backlog	17,835		13,059		4,776		19,501		10,709		8,792
Other	43,215		14,132		29,083		43,229		13,557		29,672
Total	$	1,138,898	$	273,834	$	865,064	$	1,163,047	$	257,700	$	905,347

The aggregate amortization expense on identifiable intangible assets for the thirteen week periods ended January 2, 2016 and December 27, 2014 was approximately $16.3 million and $13.0 million, respectively. The estimated amortization expense is $64.7 million for fiscal year 2016 and $57.5 million for each of the five succeeding fiscal years 2017 through 2021.

The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2015 through January 2, 2016 (in thousands):

	Power & Control		Airframe			Non- aviation		Total
Balance, September 30, 2015	$	2,238,443	$	2,392,408		$	55,369	$	4,686,220
Purchase price allocation adjustments	4,165		35			—		4,200
Other	2		(6,792		)	—		(6,790		)
Balance, January 2, 2016	$	2,242,610	$	2,385,651		$	55,369	$	4,683,630

XML

DEBT

3 Months Ended

Jan. 02, 2016

Debt Disclosure [Abstract]

DEBT

DEBT

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

	January 2, 2016
	Gross Amount		Debt Issuance Costs			Original Issue Discount			Net Amount
Short-term borrowings—trade receivable securitization facility	$	200,000	$	(183	)	$	—		$	199,817
Term loans	$	4,371,854	$	(41,309	)	$	(5,266	)	$	4,325,279
5 1/2% senior subordinated notes due 2020 (2020 Notes)	550,000		(5,091		)	—			544,909
7 1/2% senior subordinated notes due 2021 (2021 Notes)	500,000		(3,627		)	—			496,373
6% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(9,461		)	—			1,140,539
6 1/2% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(10,100		)	—			1,189,900
6 1/2% senior subordinated notes due 2025 (2025 Notes)	450,000		(4,396		)	—			445,604
	8,221,854		(73,984		)	(5,266		)	8,142,604
Less current portion	43,840		(395		)	—			43,445
Long-term debt	$	8,178,014	$	(73,589	)	$	(5,266	)	$	8,099,159

	September 30, 2015
	Gross Amount		Debt Issuance Costs			Original Issue Discount			Net Amount
Short-term borrowings—trade receivable securitization facility	$	200,000	$	(208	)	$	—		$	199,792
Term loans	$	4,382,813	$	(43,660	)	$	(5,471	)	$	4,333,682
2020 Notes	550,000		(5,355		)	—			544,645
2021 Notes	500,000		(3,789		)	—			496,211
2022 Notes	1,150,000		(9,821		)	—			1,140,179
2024 Notes	1,200,000		(10,394		)	—			1,189,606
2025 Notes	450,000		(4,513		)	—			445,487
	8,232,813		(77,532		)	(5,471		)	8,149,810
Less current portion	43,840		(413		)	—			43,427
Long-term debt	$	8,188,973	$	(77,119	)	$	(5,471	)	$	8,106,383

XML

INCOME TAXES

3 Months Ended

Jan. 02, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

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 January 2, 2016 and December 27, 2014, the effective income tax rate was 30.0% and 32.6%, respectively. The Company’s lower effective tax rate for the thirteen week period was primarily due to foreign earnings taxed at rates lower than the U.S. statutory rate and a discrete adjustment related to the permanent reinstatement of the US research and development tax credit. The Company’s effective tax rate for these periods was less than the Federal statutory tax rate primarily due to 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, 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 examination in Belgium for its fiscal years of 2013 and 2014. In addition, the Company is subject to state income tax examinations for fiscal years 2009 and later.

At January 2, 2016 and September 30, 2015, TD Group had $6.6 million and $6.9 million in unrecognized tax benefits, the recognition of which would have an effect of approximately $6.3 million and $6.5 million on the effective tax rate at January 2, 2016 and September 30, 2015, respectively. The Company believes that the tax positions that comprise the unrecognized tax benefit will be reduced by approximately $1.6 million over the next 12 months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense.

XML

FAIR VALUE MEASUREMENTS

3 Months Ended

Jan. 02, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The following tables present 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):

		January 2, 2016				September 30, 2015
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	805,291	$	805,291	$	714,033	$	714,033
Interest rate cap agreements (1)	2	7,980		7,980		8,180		8,180
Liabilities:
Interest rate swap agreements (2)	2	25,500		25,500		24,770		24,770
Interest rate swap agreements (3)	2	34,850		34,850		49,730		49,730
Short-term borrowings - trade receivable securitization facility (4)	1	199,817		199,817		199,792		199,792
Long-term debt, including current portion:
Term loans (4)	2	4,325,279		4,223,000		4,333,682		4,344,000
2020 Notes (4)	1	544,909		534,000		544,645		520,000
2021 Notes (4)	1	496,373		513,000		496,211		524,000
2022 Notes (4)	1	1,140,539		1,121,000		1,140,179		1,081,000
2024 Notes (4)	1	1,189,900		1,167,000		1,189,606		1,119,000
2025 Notes (4)	1	445,604		435,000		445,487		417,000

(1) Included in Other non-current assets on the Condensed Consolidated Balance Sheet.

(2) Included in Accrued liabilities on the Condensed Consolidated Balance Sheet.

(3) Included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

(4) The carrying amount of the debt instrument is presented net of the debt issuance costs in connection with the Company's adoption of ASU 2015-03. Refer to Note 8, "Debt," for gross carrying amounts.

The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information is 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 2020 Notes, 2021 Notes, 2022 Notes, 2024 Notes and 2025 Notes were based upon quoted market prices.

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 January 2, 2016 and September 30, 2015.

XML

DERIVATIVES AND HEDGING ACTIVITIES

3 Months Ended

Jan. 02, 2016

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.

At January 2, 2016, five forward-starting interest rate swap agreements beginning March 31, 2016 were in place to hedge the variable interest rates on the 2014 Term Loans for a fixed rate based on an aggregate notional amount of $750 million through June 30, 2020. These forward-starting interest rate swap agreements will effectively convert the variable interest rate on the aggregate notional amount of the 2014 Term Loans to a fixed rate of 5.8% (2.8% plus the 3% margin percentage) over the term of the interest rate swap agreements.

At January 2, 2016, six interest rate cap agreements beginning September 30, 2015 were in place to offset the variable interest rates on the 2015 Term Loans based on an aggregate notional amount of $750 million. These interest rate cap agreements offset the variability in expected future cash flows on the Company's variable rate debt attributable to fluctuations above the three month LIBOR of 2.5% through June 30, 2020.

At January 2, 2016, three interest rate swap agreements beginning September 30, 2014 were in place to hedge the variable interest rates on the 2014 Term Loans for a fixed rate based on an aggregate notional amount of $1.0 billion through June 30, 2019. These interest rate swap agreements converted the variable interest rate on the aggregate notional amount of the 2014 Term Loans to a fixed rate of 5.4% (2.4% plus the 3% margin percentage) over the term of the interest rate swap agreements.

In connection with the refinancing of the 2011 Term Loans, the Company no longer designated the interest rate swap agreements relating to the $353 million aggregate notional amount as cash flow hedges for accounting purposes. Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into earnings totaled $1.1 million for the thirteen week period ended December 27, 2014. There is no remaining amortization for these dedesignated swap agreements as of September 30, 2015.

Based on the fair value amounts of the interest rate swap agreements determined as of January 2, 2016, the estimated net amount of existing gains and losses expected to be reclassified into interest expense within the next twelve months is approximately $25.5 million.

XML

SEGMENTS

3 Months Ended

Jan. 02, 2016

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, 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, 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, and refueling systems for heavy equipment used in mining, construction and other industries. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers and manufacturers of heavy equipment used in mining, construction and other industries.

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 including refinancing costs, acquisition-related costs, transaction-related costs and non-cash compensation charges incurred in connection with the Company’s stock incentive 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.

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

	Thirteen Week Periods Ended
	January 2, 2016		December 27, 2014
Net sales to external customers
Power & Control	$	347,209	$	283,379
Airframe	331,138		281,614
Non-aviation	23,348		21,905
	$	701,695	$	586,898

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

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
EBITDA As Defined
Power & Control	$	161,776		$	146,128
Airframe	155,088			125,821
Non-aviation	6,386			4,738
Total segment EBITDA As Defined	323,250			276,687
Unallocated corporate expenses	3,837			6,959
Total Company EBITDA As Defined	319,413			269,728
Depreciation and amortization expense	26,201			21,785
Interest expense - net	111,983			98,935
Acquisition-related costs	7,225			1,700
Stock compensation expense	10,681			5,764
Other, net	(735		)	(189		)
Income before income taxes	$	164,058		$	141,733

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

	January 2, 2016		September 30, 2015
Total assets
Power & Control	$	3,558,152	$	3,550,866
Airframe	3,883,245		3,922,439
Non-aviation	130,349		129,935
Corporate	758,232		700,695
	$	8,329,978	$	8,303,935

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

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS

3 Months Ended

Jan. 02, 2016

Statement of Comprehensive Income [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the components of accumulated other comprehensive loss, net of taxes, for the thirteen week period ended January 2, 2016 (in thousands):

	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges			Defined benefit pension plan activity			Currency translation adjustment			Total
Balance at September 30, 2015	$	(51,492	)	$	(12,013	)	$	(32,504	)	$	(96,009	)
Current-period other comprehensive income (loss)	8,858			—			(8,950		)	(92		)
Balance at January 2, 2016	$	(42,634	)	$	(12,013	)	$	(41,454	)	$	(96,101	)

XML

SUBSEQUENT EVENTS

3 Months Ended

Jan. 02, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On January 4, 2016, Hook Acquisition Sub Inc., a subsidiary of TransDigm Inc., completed the tender offer of all the outstanding stock of Breeze-Eastern Corporation (“Breeze-Eastern”) for $19.61 per share in cash. Following consummation of the tender offer, Hook Acquisition Sub Inc. was merged into Breeze-Eastern on January 4, 2016; in connection therewith, all outstanding stock of Breeze-Eastern was canceled and Breeze-Eastern became a wholly owned subsidiary of TransDigm Inc. The purchase price for the tender offer, net of cash acquired of approximately $27 million, was approximately $178 million in cash. Breeze-Eastern manufactures high performance lifting and pulling devices for military and civilian aircraft, including rescue hoists, winches and cargo hooks, and weapons-lifting systems. These products fit well with TransDigm’s overall business direction and Breeze-Eastern will be included in TransDigm's Power & Control segment.

Subsequent to the end of the thirteen week period ended January 2, 2016 and prior to the new program described in the next paragraph becoming effective, the Company repurchased 128,319 shares of its common stock at a gross cost of approximately $27.9 million at the weighted-average price per share of $217.47 under the stock repurchase program authorized on October 22, 2014.

On January 21, 2016, our Board of Directors authorized a stock repurchase program replacing our previous repurchase program permitting us to repurchase a portion of our outstanding shares not to exceed $450 million. The Company repurchased 324,200 shares of its common stock at a gross cost of approximately $63.7 million at the weighted-average price per share of $196.47 under the stock repurchase program authorized on January 21, 2016.

XML

SUPPLEMENTAL GUARANTOR INFORMATION

3 Months Ended

Jan. 02, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

SUPPLEMENTAL GUARANTOR INFORMATION

SUPPLEMENTAL GUARANTOR INFORMATION

TransDigm’s 2020 Notes, 2021 Notes, 2022 Notes, 2024 Notes and 2025 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 January 2, 2016 and September 30, 2015 and its statements of income and comprehensive income and cash flows for the thirteen week periods ended January 2, 2016 and December 27, 2014 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, 2021 Notes, 2022 Notes, 2024 Notes and 2025 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 JANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,286		$	730,494		$	4,349	$	50,162		$	—		$	805,291
Trade accounts receivable - Net	—			—			40,775		405,540			(19,050		)	427,265
Inventories - Net	—			41,270			456,600		102,141			(700		)	599,311
Prepaid expenses and other	—			4,425			16,802		7,681			—			28,908
Total current assets	20,286			776,189			518,526		565,524			(19,750		)	1,860,775
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(984,556		)	6,972,463			4,664,857		(29,095		)	(10,623,669		)	—
PROPERTY, PLANT AND  EQUIPMENT -Net	—			16,447			209,947		41,634			—			268,028
GOODWILL	—			39,333			4,012,751		631,546			—			4,683,630
OTHER INTANGIBLE ASSETS - Net	—			38,245			1,188,955		261,577			(1,461		)	1,487,316
OTHER	—			13,941			14,620		1,668			—			30,229
TOTAL ASSETS	$	(964,270	)	$	7,856,618		$	10,609,656	$	1,472,854		$	(10,644,880	)	$	8,329,978
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	43,445		$	—	$	—		$	—		$	43,445
Short-term borrowings - trade receivable securitization facility	—			—			—		199,817			—			199,817
Accounts payable	—			14,828			80,246		34,222			(15,689		)	113,607
Accrued liabilities	—			159,158			99,800		40,615			—			299,573
Total current liabilities	—			217,431			180,046		274,654			(15,689		)	656,442
LONG-TERM DEBT	—			8,099,159			—		—			—			8,099,159
DEFERRED INCOME TAXES	—			319,247			2,330		88,533			—			410,110
OTHER NON-CURRENT LIABILITIES	—			69,359			39,788		19,390			—			128,537
Total liabilities	—			8,705,196			222,164		382,577			(15,689		)	9,294,248
STOCKHOLDERS’ (DEFICIT) EQUITY	(964,270		)	(848,578		)	10,387,492		1,090,277			(10,629,191		)	(964,270		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(964,270	)	$	7,856,618		$	10,609,656	$	1,472,854		$	(10,644,880	)	$	8,329,978

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,500		$	659,365		$	7,911	$	45,257		$	—		$	714,033
Trade accounts receivable - Net	—			—			48,369		413,380			(17,677		)	444,072
Inventories - Net	—			34,457			461,103		96,541			(700		)	591,401
Prepaid expenses and other	—			2,804			15,096		19,181			—			37,081
Total current assets	1,500			696,626			532,479		574,359			(18,377		)	1,786,587
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(1,039,806		)	6,963,034			4,501,501		(33,208		)	(10,391,521		)	—
PROPERTY, PLANT AND EQUIPMENT - Net	—			16,565			201,499		42,620			—			260,684
GOODWILL	—			65,886			3,984,199		636,135			—			4,686,220
OTHER INTANGIBLE ASSETS - Net	—			38,621			1,236,376		266,315			(1,461		)	1,539,851
OTHER	—			13,712			14,528		2,353			—			30,593
TOTAL ASSETS	$	(1,038,306	)	$	7,794,444		$	10,470,582	$	1,488,574		$	(10,411,359	)	$	8,303,935
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	43,427		$	—	$	—		$	—		$	43,427
Short-term borrowings - trade receivable securitization facility	—			—			—		199,792			—			199,792
Accounts payable	—			16,826			102,968		37,556			(14,528		)	142,822
Accrued liabilities	—			97,045			117,243		57,265			—			271,553
Total current liabilities	—			157,298			220,211		294,613			(14,528		)	657,594
LONG-TERM DEBT	—			8,106,383			—		—			—			8,106,383
DEFERRED INCOME TAXES	—			334,848			2,410		67,739			—			404,997
OTHER NON-CURRENT LIABILITIES	—			99,743			35,222		38,302			—			173,267
Total liabilities	—			8,698,272			257,843		400,654			(14,528		)	9,342,241
STOCKHOLDERS’ (DEFICIT) EQUITY	(1,038,306		)	(903,828		)	10,212,739		1,087,920			(10,396,831		)	(1,038,306		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(1,038,306	)	$	7,794,444		$	10,470,582	$	1,488,574		$	(10,411,359	)	$	8,303,935

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIOD ENDEDJANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	26,689		$	576,421		$	104,280		$	(5,695	)	$	701,695
COST OF SALES	—			15,265			252,748			64,810			(5,695		)	327,128
GROSS PROFIT	—			11,424			323,673			39,470			—			374,567
SELLING AND ADMINISTRATIVE EXPENSES	—			12,816			53,940			15,447			—			82,203
AMORTIZATION OF INTANGIBLE ASSETS	—			363			13,463			2,497			—			16,323
(LOSS) INCOME FROM OPERATIONS	—			(1,755		)	256,270			21,526			—			276,041
INTEREST EXPENSE (INCOME) - Net	—			115,391			(555		)	(2,853		)	—			111,983
EQUITY IN INCOME OF SUBSIDIARIES	(114,901		)	(205,972		)	—			—			320,873			—
INCOME BEFORE INCOME TAXES	114,901			88,826			256,825			24,379			(320,873		)	164,058
INCOME TAX (BENEFIT) PROVISION	—			(26,075		)	78,533			(3,301		)	—			49,157
NET INCOME	$	114,901		$	114,901		$	178,292		$	27,680		$	(320,873	)	$	114,901
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(92		)	6,241			(3,564		)	(11,758		)	9,081			(92		)
TOTAL COMPREHENSIVE INCOME	$	114,809		$	121,142		$	174,728		$	15,922		$	(311,792	)	$	114,809

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIOD ENDEDDECEMBER 27, 2014

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	31,568		$	511,507		$	46,886		$	(3,063	)	$	586,898
COST OF SALES	—			18,484			217,985			32,319			(3,063		)	265,725
GROSS PROFIT	—			13,084			293,522			14,567			—			321,173
SELLING AND ADMINISTRATIVE EXPENSES	—			15,758			43,899			7,822			—			67,479
AMORTIZATION OF INTANGIBLE ASSETS	—			347			10,701			1,978			—			13,026
(LOSS) INCOME FROM OPERATIONS	—			(3,021		)	238,922			4,767			—			240,668
INTEREST EXPENSE (INCOME) - Net	—			101,418			48			(2,531		)	—			98,935
EQUITY IN INCOME OF SUBSIDIARIES	(95,533		)	(165,836		)	—			—			261,369			—
INCOME BEFORE INCOME TAXES	95,533			61,397			238,874			7,298			(261,369		)	141,733
INCOME TAX (BENEFIT) PROVISION	—			(34,136		)	78,514			1,822			—			46,200
NET INCOME	$	95,533		$	95,533		$	160,360		$	5,476		$	(261,369	)	$	95,533
OTHER COMPREHENSIVE LOSS, NET OF TAX	(21,286		)	(6,709		)	(287		)	(14,290		)	21,286			(21,286		)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	74,247		$	88,824		$	160,073		$	(8,814	)	$	(240,083	)	$	74,247

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEK PERIOD ENDEDJANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	—		$	(45,640	)	$	187,569		$	21,989		$	212		$	164,130
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	—			(455		)	(8,043		)	(1,674		)	—			(10,172		)
Net cash used in investing activities	—			(455		)	(8,043		)	(1,674		)	—			(10,172		)
FINANCING ACTIVITIES:
Intercompany activities	69,130			128,271			(183,088		)	(14,101		)	(212		)	—
Excess tax benefits related to share-based payment arrangements	14,539			—			—			—			—			14,539
Proceeds from exercise of stock options	8,892			—			—			—			—			8,892
Dividends paid	(3,000		)	—			—			—			—			(3,000		)
Treasury stock purchased	(70,775		)	—			—			—			—			(70,775		)
Repayment on term loans	—			(10,960		)	—			—			—			(10,960		)
Other	—			(87		)	—			—			—			(87		)
Net cash provided by (used in) financing activities	18,786			117,224			(183,088		)	(14,101		)	(212		)	(61,391		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(1,309		)	—			(1,309		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	18,786			71,129			(3,562		)	4,905			—			91,258
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,500			659,365			7,911			45,257			—			714,033
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	20,286		$	730,494		$	4,349		$	50,162		$	—		$	805,291

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEK PERIOD ENDEDDECEMBER 27, 2014

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	—		$	59,985		$	142,334		$	(2,765	)	$	(10,595	)	$	188,959
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	—			(467		)	(6,576		)	(1,095		)	—			(8,138		)
Net cash used in investing activities	—			(467		)	(6,576		)	(1,095		)	—			(8,138		)
FINANCING ACTIVITIES:
Intercompany activities	(13,663		)	146,927			(139,352		)	(4,507		)	10,595			—
Excess tax benefits related to share-based payment arrangements	8,264			—			—			—			—			8,264
Proceeds from exercise of stock options	7,391			—			—			—			—			7,391
Dividends paid	(3,365		)	—			—			—			—			(3,365		)
Other	—			(41		)	—			—			—			(41		)
Net cash (used in) provided by financing activities	(1,373		)	146,886			(139,352		)	(4,507		)	10,595			12,249
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(989		)	—			(989		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,373		)	206,404			(3,594		)	(9,356		)	—			192,081
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,088			782,648			3,793			31,019			—			819,548
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	715		$	989,052		$	199		$	21,663		$	—		$	1,011,629

* * * * *

XML

RECENT ACCOUNTING PRONOUNCEMENTS (Policies)

3 Months Ended

Jan. 02, 2016

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 creates a new topic in the Accounting Standards Codification (“ASC”) Topic 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; changes the basis for deciding when revenue is recognized over time or at a point in time; provides new and more detailed guidance on specific topics; and expands and improves disclosures about revenue. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018. The Company is currently evaluating the impact that the update will have on its financial position, results of operations, cash flows and financial statement disclosures.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which expands upon the guidance on the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The guidance does not change the current requirements surrounding the recognition and measurement of debt issuance costs, and the amortization of debt issuance costs will continue to be reported as interest expense. The guidance is effective for the Company beginning October 1, 2016. However, as early adoption is permissible, the Company adopted the pronouncement effective October 1, 2015. The adoption of this pronouncement did not have a significant impact on our consolidated financial position and results of operations, although it did change the financial statement classification of debt issuance costs. In connection with adopting the pronouncement beginning October 1, 2015, the Company reclassified $74.2 million and $77.7 million in debt issuance costs as of January 2, 2016 and September 30, 2015, to Current portion of long-term debt and Long-term debt in the liabilities section of the Condensed Consolidated Balance Sheets, respectively.

In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," a new standard intended to simplify the accounting for measurement period adjustments in a business combination. Measurement period adjustments are changes to provisional amounts recorded when the accounting for a business combination is incomplete as of the end of a reporting period. The measurement period can extend for up to a year following the transaction date. During the measurement period, companies may make adjustments to provisional amounts when information necessary to complete the measurement is received. The new guidance requires companies to recognize these adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined. Companies are no longer required to retroactively apply measurement period adjustments to all periods presented. The guidance is effective for the Company on October 1, 2016. However, as early adoption is permissible, the Company adopted the pronouncement beginning October 1, 2015. The adoption of this pronouncement did not have a significant impact on the Company's financial statements and financial statement disclosures.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” which will require entities to present deferred tax assets and liabilities as noncurrent in a classified balance sheet. This guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. As early adoption is permissible, the Company adopted this pronouncement beginning October 1, 2015 and applied this pronouncement retrospectively. The adoption of this pronouncement resulted in the reclassification of $45.6 million from Current deferred income tax assets and $0.4 million from Other long-term assets in the Condensed Consolidated Balance Sheet as of January 2, 2016 to Noncurrent deferred income tax liabilities. Additionally, $45.4 million was reclassified from Current deferred income tax assets in the Condensed Consolidated Balance Sheet as of September 30, 2015 to Noncurrent deferred income tax liabilities.

XML

ACQUISITIONS (Tables)

3 Months Ended

Jan. 02, 2016

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The following table summarizes the purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed at the transaction date (in thousands).

Assets acquired:
Current assets, excluding cash acquired	$	143,417
Property, plant, and equipment	16,011
Intangible assets	203,860
Goodwill	489,790
Other	1,445
Total assets acquired	$	854,523
Liabilities assumed:
Current liabilities	$	59,661
Other noncurrent liabilities	64,001
Total liabilities assumed	$	123,662
Net assets acquired	$	730,861

XML

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

3 Months Ended

Jan. 02, 2016

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
	January 2, 2016			December 27, 2014
Numerator for earnings per share:
Net income	$	114,901		$	95,533
Less dividends paid on participating securities	(3,000		)	(3,365		)
Net income applicable to common stock - basic and diluted	$	111,901		$	92,168
Denominator for basic and diluted earnings per share under the two-class method:
Weighted average common shares outstanding	53,706			52,511
Vested options deemed participating securities	3,099			4,080
Total shares for basic and diluted earnings per share	56,805			56,591
Basic and diluted earnings per share	$	1.97		$	1.63

XML

INVENTORIES (Tables)

3 Months Ended

Jan. 02, 2016

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following (in thousands):

	January 2, 2016			September 30, 2015
Raw materials and purchased component parts	$	403,127		$	371,073
Work-in-progress	147,039			164,793
Finished Goods	119,716			122,956
Total	669,882			658,822
Reserves for excess and obsolete inventory and LIFO	(70,571		)	(67,421		)
Inventories - net	$	599,311		$	591,401

XML

INTANGIBLE ASSETS (Tables)

3 Months Ended

Jan. 02, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Subject to Amortization

Intangible assets subject to amortization consist of the following (in thousands):

	January 2, 2016						September 30, 2015
	Gross  Carrying Amount		Accumulated Amortization		Net		Gross  Carrying Amount		Accumulated Amortization		Net
Technology	$	1,077,848	$	246,643	$	831,205	$	1,100,317	$	233,434	$	866,883
Order backlog	17,835		13,059		4,776		19,501		10,709		8,792
Other	43,215		14,132		29,083		43,229		13,557		29,672
Total	$	1,138,898	$	273,834	$	865,064	$	1,163,047	$	257,700	$	905,347

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, 2015 through January 2, 2016 (in thousands):

	Power & Control		Airframe			Non- aviation		Total
Balance, September 30, 2015	$	2,238,443	$	2,392,408		$	55,369	$	4,686,220
Purchase price allocation adjustments	4,165		35			—		4,200
Other	2		(6,792		)	—		(6,790		)
Balance, January 2, 2016	$	2,242,610	$	2,385,651		$	55,369	$	4,683,630

XML

DEBT (Tables)

3 Months Ended

Jan. 02, 2016

Debt Disclosure [Abstract]

Debt

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

	January 2, 2016
	Gross Amount		Debt Issuance Costs			Original Issue Discount			Net Amount
Short-term borrowings—trade receivable securitization facility	$	200,000	$	(183	)	$	—		$	199,817
Term loans	$	4,371,854	$	(41,309	)	$	(5,266	)	$	4,325,279
5 1/2% senior subordinated notes due 2020 (2020 Notes)	550,000		(5,091		)	—			544,909
7 1/2% senior subordinated notes due 2021 (2021 Notes)	500,000		(3,627		)	—			496,373
6% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(9,461		)	—			1,140,539
6 1/2% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(10,100		)	—			1,189,900
6 1/2% senior subordinated notes due 2025 (2025 Notes)	450,000		(4,396		)	—			445,604
	8,221,854		(73,984		)	(5,266		)	8,142,604
Less current portion	43,840		(395		)	—			43,445
Long-term debt	$	8,178,014	$	(73,589	)	$	(5,266	)	$	8,099,159

	September 30, 2015
	Gross Amount		Debt Issuance Costs			Original Issue Discount			Net Amount
Short-term borrowings—trade receivable securitization facility	$	200,000	$	(208	)	$	—		$	199,792
Term loans	$	4,382,813	$	(43,660	)	$	(5,471	)	$	4,333,682
2020 Notes	550,000		(5,355		)	—			544,645
2021 Notes	500,000		(3,789		)	—			496,211
2022 Notes	1,150,000		(9,821		)	—			1,140,179
2024 Notes	1,200,000		(10,394		)	—			1,189,606
2025 Notes	450,000		(4,513		)	—			445,487
	8,232,813		(77,532		)	(5,471		)	8,149,810
Less current portion	43,840		(413		)	—			43,427
Long-term debt	$	8,188,973	$	(77,119	)	$	(5,471	)	$	8,106,383

XML

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Jan. 02, 2016

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):

		January 2, 2016				September 30, 2015
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	1	$	805,291	$	805,291	$	714,033	$	714,033
Interest rate cap agreements (1)	2	7,980		7,980		8,180		8,180
Liabilities:
Interest rate swap agreements (2)	2	25,500		25,500		24,770		24,770
Interest rate swap agreements (3)	2	34,850		34,850		49,730		49,730
Short-term borrowings - trade receivable securitization facility (4)	1	199,817		199,817		199,792		199,792
Long-term debt, including current portion:
Term loans (4)	2	4,325,279		4,223,000		4,333,682		4,344,000
2020 Notes (4)	1	544,909		534,000		544,645		520,000
2021 Notes (4)	1	496,373		513,000		496,211		524,000
2022 Notes (4)	1	1,140,539		1,121,000		1,140,179		1,081,000
2024 Notes (4)	1	1,189,900		1,167,000		1,189,606		1,119,000
2025 Notes (4)	1	445,604		435,000		445,487		417,000

(1) Included in Other non-current assets on the Condensed Consolidated Balance Sheet.

(2) Included in Accrued liabilities on the Condensed Consolidated Balance Sheet.

(3) Included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

(4) The carrying amount of the debt instrument is presented net of the debt issuance costs in connection with the Company's adoption of ASU 2015-03. Refer to Note 8, "Debt," for gross carrying amounts.

XML

SEGMENTS (Tables)

3 Months Ended

Jan. 02, 2016

Segment Reporting [Abstract]

Net Sales by Reportable Segment

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

	Thirteen Week Periods Ended
	January 2, 2016		December 27, 2014
Net sales to external customers
Power & Control	$	347,209	$	283,379
Airframe	331,138		281,614
Non-aviation	23,348		21,905
	$	701,695	$	586,898

EBITDA Defined by Segment to Consolidated Income Before Taxes

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

	Thirteen Week Periods Ended
	January 2, 2016			December 27, 2014
EBITDA As Defined
Power & Control	$	161,776		$	146,128
Airframe	155,088			125,821
Non-aviation	6,386			4,738
Total segment EBITDA As Defined	323,250			276,687
Unallocated corporate expenses	3,837			6,959
Total Company EBITDA As Defined	319,413			269,728
Depreciation and amortization expense	26,201			21,785
Interest expense - net	111,983			98,935
Acquisition-related costs	7,225			1,700
Stock compensation expense	10,681			5,764
Other, net	(735		)	(189		)
Income before income taxes	$	164,058		$	141,733

Total Assets by Segment

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

	January 2, 2016		September 30, 2015
Total assets
Power & Control	$	3,558,152	$	3,550,866
Airframe	3,883,245		3,922,439
Non-aviation	130,349		129,935
Corporate	758,232		700,695
	$	8,329,978	$	8,303,935

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Jan. 02, 2016

Statement of Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table presents the components of accumulated other comprehensive loss, net of taxes, for the thirteen week period ended January 2, 2016 (in thousands):

	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges			Defined benefit pension plan activity			Currency translation adjustment			Total
Balance at September 30, 2015	$	(51,492	)	$	(12,013	)	$	(32,504	)	$	(96,009	)
Current-period other comprehensive income (loss)	8,858			—			(8,950		)	(92		)
Balance at January 2, 2016	$	(42,634	)	$	(12,013	)	$	(41,454	)	$	(96,101	)

XML

SUPPLEMENTAL GUARANTOR INFORMATION (Tables)

3 Months Ended

Jan. 02, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Condensed Consolidating Balance Sheet

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,286		$	730,494		$	4,349	$	50,162		$	—		$	805,291
Trade accounts receivable - Net	—			—			40,775		405,540			(19,050		)	427,265
Inventories - Net	—			41,270			456,600		102,141			(700		)	599,311
Prepaid expenses and other	—			4,425			16,802		7,681			—			28,908
Total current assets	20,286			776,189			518,526		565,524			(19,750		)	1,860,775
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(984,556		)	6,972,463			4,664,857		(29,095		)	(10,623,669		)	—
PROPERTY, PLANT AND  EQUIPMENT -Net	—			16,447			209,947		41,634			—			268,028
GOODWILL	—			39,333			4,012,751		631,546			—			4,683,630
OTHER INTANGIBLE ASSETS - Net	—			38,245			1,188,955		261,577			(1,461		)	1,487,316
OTHER	—			13,941			14,620		1,668			—			30,229
TOTAL ASSETS	$	(964,270	)	$	7,856,618		$	10,609,656	$	1,472,854		$	(10,644,880	)	$	8,329,978
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	43,445		$	—	$	—		$	—		$	43,445
Short-term borrowings - trade receivable securitization facility	—			—			—		199,817			—			199,817
Accounts payable	—			14,828			80,246		34,222			(15,689		)	113,607
Accrued liabilities	—			159,158			99,800		40,615			—			299,573
Total current liabilities	—			217,431			180,046		274,654			(15,689		)	656,442
LONG-TERM DEBT	—			8,099,159			—		—			—			8,099,159
DEFERRED INCOME TAXES	—			319,247			2,330		88,533			—			410,110
OTHER NON-CURRENT LIABILITIES	—			69,359			39,788		19,390			—			128,537
Total liabilities	—			8,705,196			222,164		382,577			(15,689		)	9,294,248
STOCKHOLDERS’ (DEFICIT) EQUITY	(964,270		)	(848,578		)	10,387,492		1,090,277			(10,629,191		)	(964,270		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(964,270	)	$	7,856,618		$	10,609,656	$	1,472,854		$	(10,644,880	)	$	8,329,978

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,500		$	659,365		$	7,911	$	45,257		$	—		$	714,033
Trade accounts receivable - Net	—			—			48,369		413,380			(17,677		)	444,072
Inventories - Net	—			34,457			461,103		96,541			(700		)	591,401
Prepaid expenses and other	—			2,804			15,096		19,181			—			37,081
Total current assets	1,500			696,626			532,479		574,359			(18,377		)	1,786,587
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(1,039,806		)	6,963,034			4,501,501		(33,208		)	(10,391,521		)	—
PROPERTY, PLANT AND EQUIPMENT - Net	—			16,565			201,499		42,620			—			260,684
GOODWILL	—			65,886			3,984,199		636,135			—			4,686,220
OTHER INTANGIBLE ASSETS - Net	—			38,621			1,236,376		266,315			(1,461		)	1,539,851
OTHER	—			13,712			14,528		2,353			—			30,593
TOTAL ASSETS	$	(1,038,306	)	$	7,794,444		$	10,470,582	$	1,488,574		$	(10,411,359	)	$	8,303,935
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	43,427		$	—	$	—		$	—		$	43,427
Short-term borrowings - trade receivable securitization facility	—			—			—		199,792			—			199,792
Accounts payable	—			16,826			102,968		37,556			(14,528		)	142,822
Accrued liabilities	—			97,045			117,243		57,265			—			271,553
Total current liabilities	—			157,298			220,211		294,613			(14,528		)	657,594
LONG-TERM DEBT	—			8,106,383			—		—			—			8,106,383
DEFERRED INCOME TAXES	—			334,848			2,410		67,739			—			404,997
OTHER NON-CURRENT LIABILITIES	—			99,743			35,222		38,302			—			173,267
Total liabilities	—			8,698,272			257,843		400,654			(14,528		)	9,342,241
STOCKHOLDERS’ (DEFICIT) EQUITY	(1,038,306		)	(903,828		)	10,212,739		1,087,920			(10,396,831		)	(1,038,306		)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(1,038,306	)	$	7,794,444		$	10,470,582	$	1,488,574		$	(10,411,359	)	$	8,303,935

Supplemental Condensed Consolidating Income Statement

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIOD ENDEDJANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	26,689		$	576,421		$	104,280		$	(5,695	)	$	701,695
COST OF SALES	—			15,265			252,748			64,810			(5,695		)	327,128
GROSS PROFIT	—			11,424			323,673			39,470			—			374,567
SELLING AND ADMINISTRATIVE EXPENSES	—			12,816			53,940			15,447			—			82,203
AMORTIZATION OF INTANGIBLE ASSETS	—			363			13,463			2,497			—			16,323
(LOSS) INCOME FROM OPERATIONS	—			(1,755		)	256,270			21,526			—			276,041
INTEREST EXPENSE (INCOME) - Net	—			115,391			(555		)	(2,853		)	—			111,983
EQUITY IN INCOME OF SUBSIDIARIES	(114,901		)	(205,972		)	—			—			320,873			—
INCOME BEFORE INCOME TAXES	114,901			88,826			256,825			24,379			(320,873		)	164,058
INCOME TAX (BENEFIT) PROVISION	—			(26,075		)	78,533			(3,301		)	—			49,157
NET INCOME	$	114,901		$	114,901		$	178,292		$	27,680		$	(320,873	)	$	114,901
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(92		)	6,241			(3,564		)	(11,758		)	9,081			(92		)
TOTAL COMPREHENSIVE INCOME	$	114,809		$	121,142		$	174,728		$	15,922		$	(311,792	)	$	114,809

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE THIRTEEN WEEK PERIOD ENDEDDECEMBER 27, 2014

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET SALES	$	—		$	31,568		$	511,507		$	46,886		$	(3,063	)	$	586,898
COST OF SALES	—			18,484			217,985			32,319			(3,063		)	265,725
GROSS PROFIT	—			13,084			293,522			14,567			—			321,173
SELLING AND ADMINISTRATIVE EXPENSES	—			15,758			43,899			7,822			—			67,479
AMORTIZATION OF INTANGIBLE ASSETS	—			347			10,701			1,978			—			13,026
(LOSS) INCOME FROM OPERATIONS	—			(3,021		)	238,922			4,767			—			240,668
INTEREST EXPENSE (INCOME) - Net	—			101,418			48			(2,531		)	—			98,935
EQUITY IN INCOME OF SUBSIDIARIES	(95,533		)	(165,836		)	—			—			261,369			—
INCOME BEFORE INCOME TAXES	95,533			61,397			238,874			7,298			(261,369		)	141,733
INCOME TAX (BENEFIT) PROVISION	—			(34,136		)	78,514			1,822			—			46,200
NET INCOME	$	95,533		$	95,533		$	160,360		$	5,476		$	(261,369	)	$	95,533
OTHER COMPREHENSIVE LOSS, NET OF TAX	(21,286		)	(6,709		)	(287		)	(14,290		)	21,286			(21,286		)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	74,247		$	88,824		$	160,073		$	(8,814	)	$	(240,083	)	$	74,247

Supplemental Condensed Consolidating Cash Flow Statement

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEK PERIOD ENDEDJANUARY 2, 2016

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$	—		$	(45,640	)	$	187,569		$	21,989		$	212		$	164,130
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	—			(455		)	(8,043		)	(1,674		)	—			(10,172		)
Net cash used in investing activities	—			(455		)	(8,043		)	(1,674		)	—			(10,172		)
FINANCING ACTIVITIES:
Intercompany activities	69,130			128,271			(183,088		)	(14,101		)	(212		)	—
Excess tax benefits related to share-based payment arrangements	14,539			—			—			—			—			14,539
Proceeds from exercise of stock options	8,892			—			—			—			—			8,892
Dividends paid	(3,000		)	—			—			—			—			(3,000		)
Treasury stock purchased	(70,775		)	—			—			—			—			(70,775		)
Repayment on term loans	—			(10,960		)	—			—			—			(10,960		)
Other	—			(87		)	—			—			—			(87		)
Net cash provided by (used in) financing activities	18,786			117,224			(183,088		)	(14,101		)	(212		)	(61,391		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(1,309		)	—			(1,309		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	18,786			71,129			(3,562		)	4,905			—			91,258
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,500			659,365			7,911			45,257			—			714,033
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	20,286		$	730,494		$	4,349		$	50,162		$	—		$	805,291

TRANSDIGM GROUP INCORPORATED

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THIRTEEN WEEK PERIOD ENDEDDECEMBER 27, 2014

(Amounts in thousands)

	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total Consolidated
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	—		$	59,985		$	142,334		$	(2,765	)	$	(10,595	)	$	188,959
INVESTING ACTIVITIES:
Capital expenditures, net of disposals	—			(467		)	(6,576		)	(1,095		)	—			(8,138		)
Net cash used in investing activities	—			(467		)	(6,576		)	(1,095		)	—			(8,138		)
FINANCING ACTIVITIES:
Intercompany activities	(13,663		)	146,927			(139,352		)	(4,507		)	10,595			—
Excess tax benefits related to share-based payment arrangements	8,264			—			—			—			—			8,264
Proceeds from exercise of stock options	7,391			—			—			—			—			7,391
Dividends paid	(3,365		)	—			—			—			—			(3,365		)
Other	—			(41		)	—			—			—			(41		)
Net cash (used in) provided by financing activities	(1,373		)	146,886			(139,352		)	(4,507		)	10,595			12,249
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			—			(989		)	—			(989		)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,373		)	206,404			(3,594		)	(9,356		)	—			192,081
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	2,088			782,648			3,793			31,019			—			819,548
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	715		$	989,052		$	199		$	21,663		$	—		$	1,011,629

XML

DESCRIPTION OF THE BUSINESS - Narratives (Details)	Jan. 02, 2016
Accounting Policies [Abstract]
Percentage of ownership in subsidiary	100.00%

XML

ACQUISITIONS - Narratives (Details) - USD ($) $ in Thousands					3 Months Ended
	Aug. 19, 2015	May. 14, 2015	Mar. 31, 2015	Mar. 26, 2015	Jan. 02, 2016	Sep. 30, 2015
Business Acquisition [Line Items]
Goodwill					$ 4,683,630	$ 4,686,220
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
PneuDrualics, Inc.
Business Acquisition [Line Items]
Business acquisition cost	$ 323,500
Tax benefits	$ 104,500
Tax benefit recognition period (in years)	15 years
Goodwill	$ 220,900
Pexco Aerospace, Inc.
Business Acquisition [Line Items]
Business acquisition cost		$ 496,400
Tax benefits		$ 166,400
Tax benefit recognition period (in years)		15 years
Business acquisition purchase price adjustment		$ 400
Amount of goodwill expected to be tax deductible		$ 407,400
Adams Rite Aerospace GmbH
Business Acquisition [Line Items]
Business acquisition cost			$ 75,300
Goodwill			$ 63,900
Telair Cargo Group
Business Acquisition [Line Items]
Business acquisition cost				$ 730,900
Goodwill				489,790
Business acquisition purchase price adjustment				7,700
Amount of goodwill expected to be tax deductible				35,800
Amount of goodwill expected to not be tax deductible				$ 454,000

XML

ACQUISITIONS - Business Combinations Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015	Mar. 26, 2015
Business Acquisition [Line Items]
Goodwill	$ 4,683,630	$ 4,686,220
Telair Cargo Group
Business Acquisition [Line Items]
Current assets, excluding cash acquired			$ 143,417
Property, plant, and equipment			16,011
Intangible assets			203,860
Goodwill			489,790
Other			1,445
Total assets acquired			854,523
Current liabilities			59,661
Other noncurrent liabilities			64,001
Total liabilities assumed			123,662
Net assets acquired			$ 730,861

XML

RECENT ACCOUNTING PRONOUNCEMENTS - Narratives (Details) - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	$ 73,984	$ 77,532
OTHER	30,229	30,593
Noncurrent deferred tax liabilities	410,110	404,997
Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	74,200	77,700
Adjustments for New Accounting Principle, Early Adoption, Effect
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Noncurrent deferred tax asset	(45,600)	(45,400)
OTHER	(400)
Noncurrent deferred tax liabilities		$ 45,400
Adjustments for New Accounting Principle, Early Adoption, Effect | Deferred Income Tax Assets, Net, Current
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Noncurrent deferred tax liabilities	45,600
Adjustments for New Accounting Principle, Early Adoption, Effect | Other Long Term Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Noncurrent deferred tax liabilities	$ 400

XML

EARNINGS RELEASE 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
	Jan. 02, 2016	Dec. 27, 2014
Numerator for earnings per share:
Net income	$ 114,901	$ 95,533
Less dividends paid on participating securities	(3,000)	(3,365)
Net income applicable to common stock - basic and diluted	$ 111,901	$ 92,168
Denominator for basic and diluted earnings per share under the two-class method, in shares:
Weighted average common shares outstanding	53,706	52,511
Vested options deemed participating securities	3,099	4,080
Basic and diluted (in shares)	56,805	56,591
Basic and diluted earnings per share (in dollars per share)	$ 1.97	$ 1.63

XML

INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015
Inventory Disclosure [Abstract]
Raw materials and purchased component parts	$ 403,127	$ 371,073
Work-in-progress	147,039	164,793
Finished Goods	119,716	122,956
Total	669,882	658,822
Reserves for excess and obsolete inventory and LIFO	(70,571)	(67,421)
Inventories - Net	$ 599,311	$ 591,401

XML

INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,138,898	$ 1,163,047
Accumulated Amortization	273,834	257,700
Net	865,064	905,347
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,077,848	1,100,317
Accumulated Amortization	246,643	233,434
Net	831,205	866,883
Order backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	17,835	19,501
Accumulated Amortization	13,059	10,709
Net	4,776	8,792
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	43,215	43,229
Accumulated Amortization	14,132	13,557
Net	$ 29,083	$ 29,672

XML

INTANGIBLE ASSETS - Summary of changes in carrying value of Goodwill (Details) $ in Thousands	3 Months Ended
	Jan. 02, 2016 USD ($)
Goodwill [Roll Forward]
Balance	$ 4,686,220
Purchase price allocation adjustments	4,200
Other	(6,790)
Balance	4,683,630
Power & Control
Goodwill [Roll Forward]
Balance	2,238,443
Purchase price allocation adjustments	4,165
Other	2
Balance	2,242,610
Airframe
Goodwill [Roll Forward]
Balance	2,392,408
Purchase price allocation adjustments	35
Other	(6,792)
Balance	2,385,651
Non- aviation
Goodwill [Roll Forward]
Balance	55,369
Purchase price allocation adjustments	0
Other	0
Balance	$ 55,369

XML

INTANGIBLE ASSETS - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 16,323	$ 13,026
Estimated Amortization Expense, 2016	64,700
Estimated Amortization Expense, 2017	57,500
Estimated Amortization Expense, 2018	57,500
Estimated Amortization Expense, 2019	57,500
Estimated Amortization Expense, 2020	57,500
Estimated Amortization Expense, 2021	$ 57,500

XML

DEBT - Schedule of Debt (Detail) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014	Sep. 30, 2015	May. 14, 2015	Jun. 04, 2014	Jul. 01, 2013	Oct. 15, 2012
Debt Instrument [Line Items]
Gross Amount	$ 8,221,854		$ 8,232,813
Debt Issuance Costs	(73,984)		(77,532)
Original Issue Discount	(5,266)		(5,471)
Short-term borrowings - trade receivable securitization facility	199,817		199,792
Total debt outstanding	8,142,604		8,149,810
Long-term Debt, Current Maturities, Net	43,445		43,427
Long-term Debt, Excluding Current Maturities, Gross	8,178,014		8,188,973
Deferred Finance Costs, Excluding Current Maturities	(73,589)		(77,119)
Debt Instrument, Unamortized Discount, Excluding Current Maturities	(5,266)		(5,471)
Long-term debt	8,099,159		8,106,383
Term loans
Debt Instrument [Line Items]
Gross Amount	4,371,854		4,382,813
Debt Issuance Costs	(41,309)		(43,660)
Original Issue Discount	(5,266)		(5,471)
Total debt outstanding	$ 4,325,279		4,333,682
Senior Subordinated Notes | 5 1/2% senior subordinated notes due 2020 (2020 Notes)
Debt Instrument [Line Items]
Debt Instrument Maturity Year	2020	2020
Interest rate							5.50%
Gross Amount	$ 550,000		550,000
Debt Issuance Costs	(5,091)		(5,355)
Original Issue Discount	0		0
Total debt outstanding	$ 544,909		544,645
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes)
Debt Instrument [Line Items]
Debt Instrument Maturity Year	2021	2021
Interest rate						7.50%
Gross Amount	$ 500,000		500,000
Debt Issuance Costs	(3,627)		(3,789)
Original Issue Discount	0		0
Total debt outstanding	$ 496,373		496,211
Senior Subordinated Notes | 6% senior subordinated notes due 2022 (2022 Notes)
Debt Instrument [Line Items]
Debt Instrument Maturity Year	2022	2022
Interest rate					6.00%
Gross Amount	$ 1,150,000		1,150,000
Debt Issuance Costs	(9,461)		(9,821)
Original Issue Discount	0		0
Total debt outstanding	$ 1,140,539		1,140,179
Senior Subordinated Notes | 6 1/2% senior subordinated notes due 2024 (2024 Notes)
Debt Instrument [Line Items]
Debt Instrument Maturity Year	2024	2024
Interest rate					6.50%
Gross Amount	$ 1,200,000		1,200,000
Debt Issuance Costs	(10,100)		(10,394)
Original Issue Discount	0		0
Total debt outstanding	$ 1,189,900		1,189,606
Senior Subordinated Notes | 6 1/2% senior subordinated notes due 2025 (2025 Notes)
Debt Instrument [Line Items]
Debt Instrument Maturity Year	2025	2025
Interest rate				6.50%
Gross Amount	$ 450,000		450,000
Debt Issuance Costs	(4,396)		(4,513)
Original Issue Discount	0		0
Total debt outstanding	445,604		445,487
Short-term borrowings—trade receivable securitization facility
Debt Instrument [Line Items]
Short-term borrowings—trade receivable securitization facility, Gross	200,000		200,000
Debt Issuance Costs	(183)		(208)
Original Issue Discount	0		0
Short-term borrowings - trade receivable securitization facility	199,817		199,792
Less current portion
Debt Instrument [Line Items]
Debt Issuance Costs	(395)		(413)
Original Issue Discount	0		0
Long-term Debt, Current Maturities, Gross	43,840		43,840
Long-term Debt, Current Maturities, Net	$ 43,445		$ 43,427

XML

INCOME TAXES - Narratives (Details) - USD ($) $ in Millions	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Effective income tax rate	30.00%	32.60%
Unrecognized tax benefits	$ 6.6		$ 6.9
Tax rate effect	6.3		$ 6.5
Reduction in tax position	$ 1.6

XML

FAIR VALUE MEASUREMENTS - Carrying Amounts and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands		Jan. 02, 2016	Sep. 30, 2015	Dec. 27, 2014	Sep. 30, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents		$ 805,291	$ 714,033	$ 1,011,629	$ 819,548
Short-term borrowings - trade receivable securitization facility		199,817	199,792
Long-term Debt		8,142,604	8,149,810
Other Noncurrent Assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate cap agreements	[1]	7,980	8,180
Accrued Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements	[2]	25,500	24,770
Other Noncurrent Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements	[3]	34,850	49,730
Term loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		4,325,279	4,333,682
5 1/2% senior subordinated notes due 2020 (2020 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		544,909	544,645
7 1/2% senior subordinated notes due 2021 (2021 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		496,373	496,211
6% senior subordinated notes due 2022 (2022 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		1,140,539	1,140,179
6 1/2% senior subordinated notes due 2024 (2024 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		1,189,900	1,189,606
6 1/2% senior subordinated notes due 2025 (2025 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt		445,604	445,487
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents, Fair Value		805,291	714,033
Short-term borrowings - trade receivable securitization facility, Fair Value		199,817	199,792
Level 1 | 5 1/2% senior subordinated notes due 2020 (2020 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		534,000	520,000
Level 1 | 7 1/2% senior subordinated notes due 2021 (2021 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		513,000	524,000
Level 1 | 6% senior subordinated notes due 2022 (2022 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		1,121,000	1,081,000
Level 1 | 6 1/2% senior subordinated notes due 2024 (2024 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		1,167,000	1,119,000
Level 1 | 6 1/2% senior subordinated notes due 2025 (2025 Notes)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		435,000	417,000
Level 2 | Other Noncurrent Assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate cap agreements, Fair Value	[1]	7,980	8,180
Level 2 | Accrued Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements, Fair Value	[2]	25,500	24,770
Level 2 | Other Noncurrent Liabilities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap agreements, Fair Value	[3]	34,850	49,730
Level 2 | Term loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion, Fair Value		$ 4,223,000	$ 4,344,000

[1] Included in Other non-current assets on the Condensed Consolidated Balance Sheet.

[2] Included in Accrued liabilities on the Condensed Consolidated Balance Sheet.

[3] Included in Other non-current liabilities on the Condensed Consolidated Balance Sheet.

XML

DERIVATIVES AND HEDGING ACTIVITIES - Naratives (Details)	3 Months Ended
	Jan. 02, 2016 USD ($) agreements	Dec. 27, 2014 USD ($)
Derivative [Line Items]
Amortized into earnings		$ 1,100,000
Derivative loss to be recognized	$ 25,500,000
Forward-starting interest rate swap agreements beginning March 31, 2016
Derivative [Line Items]
Number of interest rate derivative agreements held | agreements	5
Interest rate derivative agreement, notional amount	$ 750,000,000
Fixed rate of interest under interest rate derivative agreement	5.80%
Interest rate derivative agreement description	2.8% plus the 3% margin percentage
Variable interest rate	2.80%
Basis spread on variable rate	3.00%
Interest Rate Cap
Derivative [Line Items]
Number of interest rate derivative agreements held | agreements	6
Interest rate derivative agreement, notional amount	$ 750,000,000
Fixed rate of interest under interest rate derivative agreement	2.50%
Interest rate swap agreements beginning September 30, 2014
Derivative [Line Items]
Number of interest rate derivative agreements held | agreements	3
Interest rate derivative agreement, notional amount	$ 1,000,000,000
Fixed rate of interest under interest rate derivative agreement	5.40%
Interest rate derivative agreement description	2.4% plus the 3% margin percentage
Variable interest rate	2.40%
Basis spread on variable rate	3.00%
Credit Facility 2013
Derivative [Line Items]
Interest rate derivative agreement, notional amount	$ 353,000,000

XML

SEGMENTS - Narratives (Details)	3 Months Ended
	Jan. 02, 2016 Segment
Segment Reporting [Abstract]
Number of reporting segments	3

XML

SEGMENTS - Net Sales by Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Segment Reporting Information [Line Items]
Net Sales	$ 701,695	$ 586,898
Operating Segments | Power & Control
Segment Reporting Information [Line Items]
Net Sales	347,209	283,379
Operating Segments | Airframe
Segment Reporting Information [Line Items]
Net Sales	331,138	281,614
Operating Segments | Non- aviation
Segment Reporting Information [Line Items]
Net Sales	$ 23,348	$ 21,905

XML

SEGMENTS - EBITDA Defined by Segment to Consoldiated Income Before Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	$ 319,413	$ 269,728
Interest expense - net	111,983	98,935
Stock compensation expense	10,681	5,764
Income before income taxes	164,058	141,733
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	323,250	276,687
Operating Segments | Power & Control
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	161,776	146,128
Operating Segments | Airframe
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	155,088	125,821
Operating Segments | Non- aviation
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	6,386	4,738
Corporate, Non-Segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
EBITDA As Defined	3,837	6,959
Segment Reconciling Items
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation and amortization expense	26,201	21,785
Interest expense - net	111,983	98,935
Acquisition-related costs	7,225	1,700
Stock compensation expense	10,681	5,764
Other, net	$ (735)	$ (189)

XML

SEGMENTS - Total Assets by Segment (Details) - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 8,329,978	$ 8,303,935
Operating Segments | Power & Control
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	3,558,152	3,550,866
Operating Segments | Airframe
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	3,883,245	3,922,439
Operating Segments | Non- aviation
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	130,349	129,935
Corporate, Non-Segment
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 758,232	$ 700,695

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	$ (96,009)
Interest rate swaps and caps, net of tax	8,858	$ (10,538)
Foreign currency translation adjustments	(8,950)	(10,748)
Other comprehensive loss, net of tax	(92)	$ (21,286)
Balance at end of period	(96,101)
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(51,492)
Interest rate swaps and caps, net of tax	8,858
Balance at end of period	(42,634)
Defined benefit pension plan activity
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(12,013)
Pension liability adjustments, net of tax	0
Balance at end of period	(12,013)
Currency translation adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(32,504)
Foreign currency translation adjustments	(8,950)
Balance at end of period	$ (41,454)

XML

SUBSEQUENT EVENTS - Narratives (Details) - USD ($)		1 Months Ended		3 Months Ended
	Jan. 04, 2016	Feb. 10, 2016	Jan. 20, 2016	Jan. 02, 2016	Jan. 21, 2016
Subsequent Event [Line Items]
Gross cost of acquired shares				$ 70,775,000
Subsequent Event
Subsequent Event [Line Items]
Shares repurchased (in shares)		324,200	128,319
Gross cost of acquired shares		$ 63,700,000	$ 27,900,000
Weighted average price per share		$ 196.47	$ 217.47
Maximum amount of shares to be repurchased					$ 450,000,000
Breeze-Eastern | Subsequent Event
Subsequent Event [Line Items]
Price per share (in dollars per share)	$ 19.61
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 27,000,000
Business acquisition cost	$ 178,000,000

XML

SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands	Jan. 02, 2016	Sep. 30, 2015	Dec. 27, 2014	Sep. 30, 2014
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 805,291	$ 714,033	$ 1,011,629	$ 819,548
Trade accounts receivable - Net	427,265	444,072
Inventories - Net	599,311	591,401
Prepaid expenses and other	28,908	37,081
Total current assets	1,860,775	1,786,587
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	0	0
PROPERTY, PLANT AND EQUIPMENT - Net	268,028	260,684
GOODWILL	4,683,630	4,686,220
OTHER INTANGIBLE ASSETS - Net	1,487,316	1,539,851
OTHER	30,229	30,593
TOTAL ASSETS	8,329,978	8,303,935
Current portion of long-term debt	43,445	43,427
Short-term borrowings - trade receivable securitization facility	199,817	199,792
Accounts payable	113,607	142,822
Accrued liabilities	299,573	271,553
Total current liabilities	656,442	657,594
LONG-TERM DEBT	8,099,159	8,106,383
DEFERRED INCOME TAXES	410,110	404,997
OTHER NON-CURRENT LIABILITIES	128,537	173,267
Total liabilities	9,294,248	9,342,241
STOCKHOLDERS’ (DEFICIT) EQUITY	(964,270)	(1,038,306)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	8,329,978	8,303,935
Eliminations
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	0	0	0	0
Trade accounts receivable - Net	(19,050)	(17,677)
Inventories - Net	(700)	(700)
Prepaid expenses and other	0	0
Total current assets	(19,750)	(18,377)
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(10,623,669)	(10,391,521)
PROPERTY, PLANT AND EQUIPMENT - Net	0	0
GOODWILL	0	0
OTHER INTANGIBLE ASSETS - Net	(1,461)	(1,461)
OTHER	0	0
TOTAL ASSETS	(10,644,880)	(10,411,359)
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	(15,689)	(14,528)
Accrued liabilities	0	0
Total current liabilities	(15,689)	(14,528)
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	0	0
OTHER NON-CURRENT LIABILITIES	0	0
Total liabilities	(15,689)	(14,528)
STOCKHOLDERS’ (DEFICIT) EQUITY	(10,629,191)	(10,396,831)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	(10,644,880)	(10,411,359)
TransDigm Group
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	20,286	1,500	715	2,088
Trade accounts receivable - Net	0	0
Inventories - Net	0	0
Prepaid expenses and other	0	0
Total current assets	20,286	1,500
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(984,556)	(1,039,806)
PROPERTY, PLANT AND EQUIPMENT - Net	0	0
GOODWILL	0	0
OTHER INTANGIBLE ASSETS - Net	0	0
OTHER	0	0
TOTAL ASSETS	(964,270)	(1,038,306)
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 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	(964,270)	(1,038,306)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	(964,270)	(1,038,306)
TransDigm Inc.
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	730,494	659,365	989,052	782,648
Trade accounts receivable - Net	0	0
Inventories - Net	41,270	34,457
Prepaid expenses and other	4,425	2,804
Total current assets	776,189	696,626
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	6,972,463	6,963,034
PROPERTY, PLANT AND EQUIPMENT - Net	16,447	16,565
GOODWILL	39,333	65,886
OTHER INTANGIBLE ASSETS - Net	38,245	38,621
OTHER	13,941	13,712
TOTAL ASSETS	7,856,618	7,794,444
Current portion of long-term debt	43,445	43,427
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	14,828	16,826
Accrued liabilities	159,158	97,045
Total current liabilities	217,431	157,298
LONG-TERM DEBT	8,099,159	8,106,383
DEFERRED INCOME TAXES	319,247	334,848
OTHER NON-CURRENT LIABILITIES	69,359	99,743
Total liabilities	8,705,196	8,698,272
STOCKHOLDERS’ (DEFICIT) EQUITY	(848,578)	(903,828)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	7,856,618	7,794,444
Subsidiary Guarantors
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	4,349	7,911	199	3,793
Trade accounts receivable - Net	40,775	48,369
Inventories - Net	456,600	461,103
Prepaid expenses and other	16,802	15,096
Total current assets	518,526	532,479
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	4,664,857	4,501,501
PROPERTY, PLANT AND EQUIPMENT - Net	209,947	201,499
GOODWILL	4,012,751	3,984,199
OTHER INTANGIBLE ASSETS - Net	1,188,955	1,236,376
OTHER	14,620	14,528
TOTAL ASSETS	10,609,656	10,470,582
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	0	0
Accounts payable	80,246	102,968
Accrued liabilities	99,800	117,243
Total current liabilities	180,046	220,211
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	2,330	2,410
OTHER NON-CURRENT LIABILITIES	39,788	35,222
Total liabilities	222,164	257,843
STOCKHOLDERS’ (DEFICIT) EQUITY	10,387,492	10,212,739
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	10,609,656	10,470,582
Non- Guarantor Subsidiaries
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	50,162	45,257	$ 21,663	$ 31,019
Trade accounts receivable - Net	405,540	413,380
Inventories - Net	102,141	96,541
Prepaid expenses and other	7,681	19,181
Total current assets	565,524	574,359
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(29,095)	(33,208)
PROPERTY, PLANT AND EQUIPMENT - Net	41,634	42,620
GOODWILL	631,546	636,135
OTHER INTANGIBLE ASSETS - Net	261,577	266,315
OTHER	1,668	2,353
TOTAL ASSETS	1,472,854	1,488,574
Current portion of long-term debt	0	0
Short-term borrowings - trade receivable securitization facility	199,817	199,792
Accounts payable	34,222	37,556
Accrued liabilities	40,615	57,265
Total current liabilities	274,654	294,613
LONG-TERM DEBT	0	0
DEFERRED INCOME TAXES	88,533	67,739
OTHER NON-CURRENT LIABILITIES	19,390	38,302
Total liabilities	382,577	400,654
STOCKHOLDERS’ (DEFICIT) EQUITY	1,090,277	1,087,920
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$ 1,472,854	$ 1,488,574

XML

SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Condensed Income Statements, Captions [Line Items]
NET SALES	$ 701,695	$ 586,898
COST OF SALES	327,128	265,725
GROSS PROFIT	374,567	321,173
SELLING AND ADMINISTRATIVE EXPENSES	82,203	67,479
AMORTIZATION OF INTANGIBLE ASSETS	16,323	13,026
(LOSS) INCOME FROM OPERATIONS	276,041	240,668
INTEREST EXPENSE (INCOME) - Net	(111,983)	(98,935)
EQUITY IN INCOME OF SUBSIDIARIES	0	0
INCOME BEFORE INCOME TAXES	164,058	141,733
INCOME TAX PROVISION	49,157	46,200
NET INCOME	114,901	95,533
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(92)	(21,286)
TOTAL COMPREHENSIVE INCOME	114,809	74,247
Eliminations
Condensed Income Statements, Captions [Line Items]
NET SALES	(5,695)	(3,063)
COST OF SALES	(5,695)	(3,063)
GROSS PROFIT	0	0
SELLING AND ADMINISTRATIVE EXPENSES	0	0
AMORTIZATION OF INTANGIBLE ASSETS	0	0
(LOSS) INCOME FROM OPERATIONS	0	0
INTEREST EXPENSE (INCOME) - Net	0	0
EQUITY IN INCOME OF SUBSIDIARIES	(320,873)	(261,369)
INCOME BEFORE INCOME TAXES	(320,873)	(261,369)
INCOME TAX PROVISION	0	0
NET INCOME	(320,873)	(261,369)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	9,081	21,286
TOTAL COMPREHENSIVE INCOME	(311,792)	(240,083)
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	0
AMORTIZATION OF INTANGIBLE ASSETS	0	0
(LOSS) INCOME FROM OPERATIONS	0	0
INTEREST EXPENSE (INCOME) - Net	0	0
EQUITY IN INCOME OF SUBSIDIARIES	114,901	95,533
INCOME BEFORE INCOME TAXES	114,901	95,533
INCOME TAX PROVISION	0	0
NET INCOME	114,901	95,533
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(92)	(21,286)
TOTAL COMPREHENSIVE INCOME	114,809	74,247
TransDigm Inc.
Condensed Income Statements, Captions [Line Items]
NET SALES	26,689	31,568
COST OF SALES	15,265	18,484
GROSS PROFIT	11,424	13,084
SELLING AND ADMINISTRATIVE EXPENSES	12,816	15,758
AMORTIZATION OF INTANGIBLE ASSETS	363	347
(LOSS) INCOME FROM OPERATIONS	(1,755)	(3,021)
INTEREST EXPENSE (INCOME) - Net	(115,391)	(101,418)
EQUITY IN INCOME OF SUBSIDIARIES	205,972	165,836
INCOME BEFORE INCOME TAXES	88,826	61,397
INCOME TAX PROVISION	(26,075)	(34,136)
NET INCOME	114,901	95,533
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	6,241	(6,709)
TOTAL COMPREHENSIVE INCOME	121,142	88,824
Subsidiary Guarantors
Condensed Income Statements, Captions [Line Items]
NET SALES	576,421	511,507
COST OF SALES	252,748	217,985
GROSS PROFIT	323,673	293,522
SELLING AND ADMINISTRATIVE EXPENSES	53,940	43,899
AMORTIZATION OF INTANGIBLE ASSETS	13,463	10,701
(LOSS) INCOME FROM OPERATIONS	256,270	238,922
INTEREST EXPENSE (INCOME) - Net	555	(48)
EQUITY IN INCOME OF SUBSIDIARIES	0	0
INCOME BEFORE INCOME TAXES	256,825	238,874
INCOME TAX PROVISION	78,533	78,514
NET INCOME	178,292	160,360
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(3,564)	(287)
TOTAL COMPREHENSIVE INCOME	174,728	160,073
Non- Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
NET SALES	104,280	46,886
COST OF SALES	64,810	32,319
GROSS PROFIT	39,470	14,567
SELLING AND ADMINISTRATIVE EXPENSES	15,447	7,822
AMORTIZATION OF INTANGIBLE ASSETS	2,497	1,978
(LOSS) INCOME FROM OPERATIONS	21,526	4,767
INTEREST EXPENSE (INCOME) - Net	2,853	2,531
EQUITY IN INCOME OF SUBSIDIARIES	0	0
INCOME BEFORE INCOME TAXES	24,379	7,298
INCOME TAX PROVISION	(3,301)	1,822
NET INCOME	27,680	5,476
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX	(11,758)	(14,290)
TOTAL COMPREHENSIVE INCOME	$ 15,922	$ (8,814)

XML

SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Cash Flow Statement (Details) - USD ($) $ in Thousands	3 Months Ended
	Jan. 02, 2016	Dec. 27, 2014
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	$ 164,130	$ 188,959
Capital expenditures, net of disposals	(10,172)	(8,138)
Net cash used in investing activities	(10,172)	(8,138)
Intercompany activities	0	0
Excess tax benefits related to share-based payment arrangements	14,539	8,264
Proceeds from exercise of stock options	8,892	7,391
Dividends paid	(3,000)	(3,365)
Treasury stock purchased	(70,775)	0
Repayment on term loans	(10,960)	0
Other	(87)	(41)
Net cash (used in) provided by financing activities	(61,391)	12,249
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(1,309)	(989)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	91,258	192,081
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	714,033	819,548
CASH AND CASH EQUIVALENTS, END OF PERIOD	805,291	1,011,629
Eliminations
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	212	(10,595)
Capital expenditures, net of disposals	0	0
Net cash used in investing activities	0	0
Intercompany activities	(212)	10,595
Excess tax benefits related to share-based payment arrangements	0	0
Proceeds from exercise of stock options	0	0
Dividends paid	0	0
Treasury stock purchased	0
Repayment on term loans	0
Other	0	0
Net cash (used in) provided by financing activities	(212)	10,595
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	0	0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	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	0
Capital expenditures, net of disposals	0	0
Net cash used in investing activities	0	0
Intercompany activities	69,130	(13,663)
Excess tax benefits related to share-based payment arrangements	14,539	8,264
Proceeds from exercise of stock options	8,892	7,391
Dividends paid	(3,000)	(3,365)
Treasury stock purchased	(70,775)
Repayment on term loans	0
Other	0	0
Net cash (used in) provided by financing activities	18,786	(1,373)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	18,786	(1,373)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,500	2,088
CASH AND CASH EQUIVALENTS, END OF PERIOD	20,286	715
TransDigm Inc.
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(45,640)	59,985
Capital expenditures, net of disposals	(455)	(467)
Net cash used in investing activities	(455)	(467)
Intercompany activities	128,271	146,927
Excess tax benefits related to share-based payment arrangements	0	0
Proceeds from exercise of stock options	0	0
Dividends paid	0	0
Treasury stock purchased	0
Repayment on term loans	(10,960)
Other	(87)	(41)
Net cash (used in) provided by financing activities	117,224	146,886
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	71,129	206,404
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	659,365	782,648
CASH AND CASH EQUIVALENTS, END OF PERIOD	730,494	989,052
Subsidiary Guarantors
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	187,569	142,334
Capital expenditures, net of disposals	(8,043)	(6,576)
Net cash used in investing activities	(8,043)	(6,576)
Intercompany activities	(183,088)	(139,352)
Excess tax benefits related to share-based payment arrangements	0	0
Proceeds from exercise of stock options	0	0
Dividends paid	0	0
Treasury stock purchased	0
Repayment on term loans	0
Other	0	0
Net cash (used in) provided by financing activities	(183,088)	(139,352)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	0	0
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(3,562)	(3,594)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	7,911	3,793
CASH AND CASH EQUIVALENTS, END OF PERIOD	4,349	199
Non- Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	21,989	(2,765)
Capital expenditures, net of disposals	(1,674)	(1,095)
Net cash used in investing activities	(1,674)	(1,095)
Intercompany activities	(14,101)	(4,507)
Excess tax benefits related to share-based payment arrangements	0	0
Proceeds from exercise of stock options	0	0
Dividends paid	0	0
Treasury stock purchased	0
Repayment on term loans	0
Other	0	0
Net cash (used in) provided by financing activities	(14,101)	(4,507)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(1,309)	(989)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	4,905	(9,356)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	45,257	31,019
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 50,162	$ 21,663