8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 17, 2011

Wesco Aircraft Holdings, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-35235	20-5441563
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

27727 Avenue Scott

Valencia, California 91355

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (661) 775-7200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On November 17, 2011, Wesco Aircraft Holdings, Inc. (the “Company”) announced its financial results for the fiscal year and quarter ended September 30, 2011. The full text of the press released issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On November 17, 2011, the Company posted the slides that accompany its earnings conference call to the “Investor Relations” section of its website. A copy of the slides is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNumber	Description
99.1	Press Release, issued by the Company on November 17, 2011
99.2	Slides for the Earnings Conference Call

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SIGNATURES

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

Date: November 17, 2011	WESCO AIRCRAFT HOLDINGS, INC.
	By:	/s/ Gregory A. Hann
		Gregory A. Hann
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press Release, issued by the Company on November 17, 2011
99.2	Slides for the Earnings Conference Call

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EX-99.1

Exhibit 99.1

Wesco Aircraft Holdings Reports Results for Fiscal Fourth Quarter and Full Year 2011

VALENCIA, CA, November 17, 2011 — Wesco Aircraft Holdings, Inc. (NYSE: WAIR), a leading provider of comprehensive supply chain management services to the global aerospace industry, today announced results for its fiscal fourth quarter and full year ended September 30, 2011.

Highlights

·Fourth quarter and full year revenue of $181.3 million and $710.9 million, respectively, both setting company records.

·Fourth quarter and full year Adjusted EBITDA of $46.1 million and $179.0 million, respectively.

·Fourth quarter and full year Adjusted Diluted EPS of $0.24 and $0.97, respectively, above previous guidance.

Fiscal 2011 4th Quarter Results

Revenue for the fourth fiscal quarter was $181.3 million, an increase of 4.2% compared to $174.0 million in the prior year period.  Wesco continued to experience strong international growth during the quarter with revenues in the Rest of World segment increasing by 32.4% compared to the prior year.  In the fourth quarter, Ad hoc, JIT and LTA sales as a percentage of net sales represented 40%, 25% and 35%, respectively, compared to 38%, 31% and 31%, respectively, for the same period last year.

Adjusted EBITDA for the fourth quarter was $46.1 million as compared to $44.7 million in the fourth quarter of 2010.  The increase was due primarily to the growth in sales and an increase in gross profit margins, partially offset by higher selling, general and administrative expenses including costs associated with the Company’s new equity incentive plan.  Net income for the fourth quarter of 2011 was $18.0 million, resulting in Diluted Earnings Per Share (EPS) of $0.19.  This compared to $20.0 million, or $0.22 per share in the prior year period. This decline in net income as compared to the prior year quarter was primarily driven by expenses related to our equity incentive plans, $2.4 million of fees and expenses related to Wesco’s initial public offering and a higher effective tax rate related to increases in foreign sales of US product.  Adjusted Net Income was $22.4 million, resulting in Adjusted Diluted Earnings Per Share of $0.24, compared to $22.0 million, or $0.24 per share in the prior year period.

Fiscal 2011 Full Year Results

Revenue for the year was $710.9 million, an increase of 8.4% compared to $656.0 million in 2010.  The increase was driven by strong growth in all segments, with 6.8% growth in North America and 25.2% in the Rest of World segment.  Ad hoc, JIT and LTA sales increased year over year and, as a percentage of net sales, represented 39%,

29% and 32%, respectively, compared to 37%, 31% and 32%, respectively, for the same period last year.

Adjusted EBITDA for the year was $179.0 million as compared to $166.5 million in 2010.  The increase was primarily driven by higher sales, partially offset by higher selling, general and administrative expenses, primarily comprised of increases in payroll related costs.  Net income for 2011 was $75.6 million, resulting in Diluted Earnings Per Share of $0.81.  This compares to $73.7 million, or $0.81 per share in fiscal 2010. During 2011, net income was negatively impacted by $4.9 million of expenses related to the initial public offering, as well as a loss on the extinguishment of debt in the amount of $7.1 million in conjunction with the April 2011 debt refinancing.  Adjusted Net Income for full year fiscal 2011 was $90.1 million, resulting in Adjusted Diluted Earnings Per Share of $0.97, compared to $81.3 million, or $0.89 per share in 2010.

The Company generated $81.2 million of free cash flow and paid down $64.2 million of long term debt during 2011.

Randy Snyder, Wesco’s Chairman, President, and Chief Executive Officer said, “We are very pleased with our fourth quarter and full year results.  We have remained focused on supporting our customers and executing on several new contracts, which has generated record revenues for Wesco.  Our ability to grow in a challenging economic environment highlights the effectiveness of our business model, the passion of our employees, and our commitment to deliver on the promises we make to our customers.  We are very excited about our opportunities in the coming year.”

Financial Outlook

Based on the strong performance during fiscal year 2011, Wesco expects full year revenues for fiscal 2012 of between $760 million and $785 million, representing a growth rate of 7% to 10% over 2011 results.  Diluted EPS and Adjusted Diluted EPS are expected to be in the range of $0.98 to $1.02, and $1.03 to $1.07, respectively.  These EPS estimates are based on estimated 2012 fiscal year averages of 92.6 million basic shares and 95.8 million diluted shares.

Conference Call Information

The Company will hold a conference call to discuss its fourth quarter 2011 results at 5:00 p.m. EDT this afternoon. A live webcast of the call and accompanying slides may be accessed over the Internet from the Company’s website at www.wescoair.com under “Investor Relations.” Participants should follow the instructions provided on the website to download and install the necessary audio applications. The conference call also is available by dialing 866-314-4483 (domestic) or 1-617-213-8049 (international) and entering passcode 91617593.  Participants should ask for the Wesco Aircraft Holdings fourth quarter conference call.

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A replay of the live conference call will be available approximately one hour after the call.  The replay will be available on the Company’s website or by dialing 1-888-286-8010 (domestic) or 1- 617-801-6888 (international) and entering the replay passcode 12404760.  The telephonic replay will be available until Thursday, November 24, 2011.

About Wesco Aircraft

Wesco Aircraft is one of the world’s largest distributors and providers of comprehensive supply chain management services to the global aerospace industry. The Company’s services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time delivery and point-of-use inventory management.  The Company believes it offers the world’s broadest inventory of aerospace parts, comprised of approximately 475,000 different stock keeping units, including hardware, bearings, tools, electronic components and machined parts. Wesco Aircraft has more than 1,000 employees across 30 locations in 10 countries.

Contact Information:

Richard Zubek

Investor Relations

661-802-5078

InvestorRelations@wescoair.com

Non-GAAP Financial Information

‘‘Adjusted Net Income’’ represents Net Income before: (i) amortization of intangible assets, (ii) amortization of inventory step-up, (iii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iv) Carlyle Acquisition related non-cash stock-based compensation expense, (v) unusual or non-recurring items and (vi) the tax effect of items (i) through (v) above calculated using an assumed effective tax rate.

“Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income.

“Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income.

‘‘Adjusted EBITDA’’ represents net income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) amortization of inventory step-up, (v) Carlyle Acquisition related non-cash stock-based compensation expense and (vi) unusual or non-recurring items.

Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding

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items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors’ understanding of our operating performance and cash flow. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an indicator of our cash flow. Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Forward Looking Statements

Certain information in this news release contains forward-looking statements with respect to the Company’s financial condition, results of operations or business or its expectations or beliefs concerning future events. Such forward-looking statements include the discussions of the Company’s business strategies and the Company’s expectations concerning future operations, revenues, earnings per share, margins, profitability, liquidity and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although the Company believes that such forward-looking statements are reasonable, it cannot assure you that any forward-looking statements will prove to be correct. Such forward-looking statements involve risks, uncertainties, estimates and assumptions that may cause the Company’s actual results, performance or achievements to be materially different. Additional information relating to factors that may cause actual results to differ from the Company’s forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, including the prospectus, dated July 27, 2011, relating to the Company’s initial public offering. The Company undertakes no obligation to update or revise forward-looking statements after the day of the release as a result of new information, future events or developments except as required by law.

Exhibits:

Exhibit 1:	Consolidated Statements of Income
Exhibit 2:	Condensed Consolidated Balance Sheets
Exhibit 3:	Condensed Consolidated Statements of Cash Flows
Exhibit 4:	Non-GAAP Financial Information

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Exhibit 1

Wesco Aircraft Holdings, Inc.

Consolidated Statements of Income (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended						Fiscal Year Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
Net sales	$	181,330		$	174,009		$	710,886		$	656,036
Cost of sales	108,680			105,859			435,490			401,806
Gross profit	72,650			68,150			275,396			254,230
Selling, general and administrative expenses	34,087			25,621			113,786			99,915
Income from operations	38,563			42,529			161,610			154,315
Interest expense, net	(6,939		)	(8,857		)	(34,491		)	(36,270		)
Other income (expense), net	1,137			(1,020		)	1,005			(458		)
Income before provision for income taxes	32,761			32,652			128,124			117,587
Provision for income taxes	(14,732		)	(12,620		)	(52,526		)	(43,913		)
Net income	$	18,029		$	20,032		$	75,598		$	73,674
Net income per share:
Basic	$	0.20		$	0.22		$	0.83		$	0.81
Diluted	$	0.19		$	0.22		$	0.81		$	0.81
Weighted average shares outstanding:
Basic	90,989			90,569			90,697			90,569
Diluted	94,725			92,541			93,182			91,068

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Exhibit 2

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Balance Sheets (UNAUDITED)

(In thousands)

	September 30, 2011		September 30, 2010
Assets
Cash and cash equivalents	$	45,525	$	39,463
Accounts receivable, net	97,289		89,427
Inventories	483,062		483,442
Other current assets	11,740		6,581
Deferred income taxes	39,289		33,138
Total current assets	676,905		652,051
Long-term assets	624,480		626,961
Total assets	$	1,301,385	$	1,279,012
Liabilities and Stockholders’ Equity
Accounts payable	$	53,069	$	59,183
Other current liabilities	18,665		20,888
Income taxes payable	1,144		5,500
Capital lease obligations—current portion	2,069		1,354
Total current liabilities	74,947		86,925
Long-term liabilities	597,968		646,348
Total liabilities	672,915		733,273
Total stockholders’ equity	628,470		545,739
Total liabilities and stockholders’ equity	$	1,301,385	$	1,279,012

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Exhibit 3

Wesco Aircraft Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (UNAUDITED)

(In thousands)

	September 30, 2011			September 30, 2010
Cash flows from operating activities
Net income	$	75,598		$	73,674
Adjustments to reconcile net income to net cash provided by operating activities
Non-cash items	30,679			26,293
Changes in assets and liabilities
Accounts receivable	(8,281		)	(7,795		)
Income taxes receivable	(5,723		)	(45		)
Inventories	(129		)	1,593
Prepaid expenses and other assets	1,388			4,448
Accounts payable	(5,558		)	(1,099		)
Accrued expenses and other liabilities	2,406			3,423
Income taxes payable	(4,063		)	281
Net cash provided by operating activities	86,317			100,773
Cash flows from investing activities
Purchases of property and equipment	(5,119		)	(3,077		)
Net cash used in investing activities	(5,119		)	(3,077		)
Cash flows from financing activities
Net repayments under line of credit	—			(796		)
Repayments of long-term debt, net	(64,243		)	(67,382		)
Financing fees	(13,144		)	—
Repayment of capital lease obligations	(1,898		)	(1,305		)
Excess tax benefit related to stock options exercised	1,547			—
Proceeds from exercise of stock options	2,612			—
Net cash used in financing activities	(75,126		)	(69,483		)
Effect of foreign currency exchange rates on cash and cash equivalents	(10		)	(156		)
Net increase in cash and cash equivalents	6,062			28,057
Cash and cash equivalents, beginning of period	39,463			11,406
Cash and cash equivalents, end of period	$	45,525		$	39,463

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Exhibit 4

Wesco Aircraft Holdings, Inc.

Non-GAAP Financial Information (UNAUDITED)

(In thousands, except for per share data)

	Three Months Ended						Fiscal Year Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010
EBITDA & Adjusted EBITDA
Net income	$	18,029		$	20,032		$	75,598		$	73,674
Income tax expense	14,732			12,620			52,526			43,913
Interest and other, net	6,939			8,857			34,491			36,270
Depreciation and amortization	2,599			2,110			9,558			8,821
EBITDA	42,299			43,619			172,173			162,678
Amortization of inventory step-up	—			652			—			2,200
Carlyle Acquisition related non-cash stock-based compensation expense	1,332			397			1,859			1,589
Unusual or non-recurring items	2,426			—			4,931			—
Adjusted EBITDA	$	46,057		$	44,668		$	178,963		$	166,467
Adjusted Net Income
Net income	$	18,029		$	20,032		$	75,598		$	73,674
Amortization of intangible assets	925			921			3,699			4,119
Amortization of inventory step-up	—			652			—			2,200
Amortization of deferred financing costs	1,135			1,349			11,416			4,814
Carlyle Acquisition related non-cash stock-based compensation expense	1,332			397			1,859			1,589
Unusual or non-recurring items	2,426			—			4,931			—
Adjustments for tax effect (@ 40%)	(1,482		)	(1,328		)	(7,359		)	(5,089		)
Adjusted Net Income	$	22,365		$	22,023		$	90,144		$	81,307
Adjusted Basic Earnings Per Share
Weighted-average number of basic shares outstanding	90,989			90,569			90,697			90,569
Adjusted Net Income Per Basic Shares	$	0.25		$	0.24		$	0.99		$	0.90
Adjusted Diluted Earnings Per Share
Weighted-average number of diluted shares outstanding	94,725			92,541			93,182			91,068
Adjusted Net Income Per Diluted Shares	$	0.24		$	0.24		$	0.97		$	0.89

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EX-99.2

Exhibit 99.2

Fourth Quarter and Full Year 2011 Conference Call November 17, 2011

2 Agenda Introduction Company Highlights Business Update Financial Overview Questions & Answers Richard Zubek Investor Relations Randy Snyder Chairman, Chief Executive Officer and President Hal Weinstein Executive Vice President, Sales and Marketing Greg Hann Executive Vice President, Chief Financial Officer

3 Disclaimer Safe Harbor Statement The following information contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). Most forward-looking statements contain words that identify them as forward-looking, such as “may”, “plan”, “seek”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “project”, “opportunity”, “target”, “goal”, “growing” and “continue” or other words that relate to future events, as opposed to past or current events. By their nature, forward-looking statements are not statements of historical facts and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These statements give Wesco Aircraft’s current expectation of future events or its future performance and do not relate directly to historical or current events or Wesco Aircraft’s historical or future performance. As such, Wesco Aircraft’s future results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree. Wesco Aircraft cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial goals will be realized. All forward-looking statements included in this presentation speak only as of the date made, and Wesco Aircraft undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise. In particular, Wesco Aircraft cautions you not to place undue weight on certain forward-looking statements pertaining to potential growth opportunities, long-term financial projections or goals, future growth or the value we currently ascribe to certain attributes set forth herein. Actual results may vary significantly from these statements. Wesco Aircraft’s business is subject to numerous risks and uncertainties, which may cause future results of operations to vary significantly from those presented herein, including those highlighted in the section entitled “Risk Factors” in Wesco Aircraft’s registration statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2011. Wesco Aircraft discloses Adjusted EBITDA and Adjusted Net Income, which are non-GAAP measures its management uses to evaluate its business, because it believes they assist investors and analysts in comparing its performance across reporting periods on a consistent basis by excluding items that Wesco Aircraft does not believe are indicative of its core operating performance. Wesco Aircraft believes these metrics are used in the financial community, and it presents these metrics to enhance investors’ understanding of its operating performance and cash flow. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to net income, determined in accordance with GAAP, as an indicator of operating performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an indicator of Wesco Aircraft’s cash flow. See the Appendix for reconciliations of Adjusted EBITDA and Adjusted Net Income to GAAP net income.

4 Fourth Quarter and Full Year 2011 Highlights Record sales for the fourth quarter and full year 2011 Fourth quarter and full year 2011 revenues of $181.3 million and $710.9 million, respectively Fourth quarter and full year 2011 Adjusted EBITDA of $46.1 million and $179.0 million, respectively Fourth quarter and full year 2011 Adjusted diluted EPS of $0.24 and $0.97, respectively, above previous guidance range Generated $81.2 million of free cash flow during 2011

5 Fourth Quarter 2011 Financial Results Company record Q4 revenue of $181.3 million up 4.2% year over year-Ad hoc increased to 40% of total sales Gross profit margins improved to 40.1% in Q4 2011 vs. 39.2% in Q4 2010 SG&A expenses for the quarter of $34.1 million, including $2.4 million of IPO costs, compared to $25.6 million in Q4 2010 Adjusted EBITDA for Q4 2011 of $46.1 million, compared to $44.7 million in Q4 2010 Net Income and Adjusted Net Income of $18.0 million and $22.4 million, respectively 4.2% 3.1% Revenue Mix Adjusted EBITDA Adjusted EPS $44.7 $46.1 Q4 2010 Q4 2011 31% 25% 31% 35% 38% 40% Q4 2010 Q4 2011 JIT LTA Adhoc $174.0 $181.3 Q4 2010 Q4 2011 $0.24 $0.24 Q4 2010 Q4 2011

6 Full Year 2011 Financial Results Company record full year 2011 revenue of $710.9 million up 8.4% year over year–Ad hoc increased to 39% of total sales Gross profit margins essentially flat from 38.8% in 2010 to 38.7% in 2011 SG&A expenses were $113.8 million, including $4.9 million of IPO costs, compared to $99.9 million in 2010 Adjusted EBITDA of $179.0 million (25.2% of sales) for the full year grew 7.5% in 2011 Adjusted Net Income and Adjusted Diluted EPS of $90.1 million and $0.97, respectively, came in higher than previous guidance Generated $81.2 million of free cash flow and repaid $64.2 million of debt during 2011–No outstanding borrowings on our revolver 8.4% 7.5% 9.0% Revenue Revenue Mix Adjusted EBITDA Adjusted EPS $0.89 $0.97 FY 2010 FY 2011 $656.0 $710.9 FY 2010 FY 2011 31% 29% 32% 32% 37% 39% FY 2010 FY 2011 JIT LTA Adhoc $166.5 $179.0 FY 2010 FY 2011

7 Full Year 2012 Outlook Expecting continued growth in revenue and earnings Revenue forecast (in millions): $760 - $785 Diluted EPS forecast: $0.98 - $1.02 Adjusted Diluted EPS forecast: $1.03 - $1.07 Full Year 2012 Outlook

Appendix 8

9 Non-GAAP Financial Information ‘‘Adjusted Net Income’’ represents Net Income before: (i) amortization of intangible assets, (ii) amortization of inventory step-up, (iii) amortization or write-off of deferred financing costs and original issue discount, or OID, (iv) Carlyle Acquisition related non-cash stock-based compensation expense, (v) unusual or non-recurring items and (vi) the tax effect of items (i) through (v) above calculated using an assumed effective tax rate. “Adjusted Basic EPS” represents Basic EPS calculated using Adjusted Net Income as opposed to Net Income. “Adjusted Diluted EPS” represents diluted EPS calculated using Adjusted Net Income as opposed to Net Income. ‘‘Adjusted EBITDA’’ represents net income before: (i) income tax provision, (ii) net interest expense, (iii) depreciation and amortization, (iv) amortization of inventory step-up, (v) Carlyle Acquisition related non-cash stock-based compensation expense and (vi) unusual or non-recurring items. Wesco utilizes and discusses Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA, which are non-GAAP measures our management uses to evaluate our business, because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe these metrics are used in the financial community, and we present these metrics to enhance investors’ understanding of our operating performance and cash flow. You should not consider Adjusted EBITDA and Adjusted Net Income as an alternative to Net Income, determined in accordance with GAAP, as an indicator of operating performance, or as an alternative to net cash provided by operating activities, determined in accordance with GAAP, as an indicator of our cash flow. Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA are not measurements of financial performance under GAAP, and these metrics may not be comparable to similarly titled measures of other companies. See below for a reconciliation of Adjusted Net Income, Adjusted Basic EPS, Adjusted Diluted EPS and Adjusted EBITDA to the most directly comparable financial measures calculated and presented in accordance with GAAP.

10 Non-GAAP Financial Information Wesco Aircraft Holdings, Inc. Non-GAAP Financial Information (UNAUDITED) (In thousands, except for per share data) Three Months Ended Fiscal Year Ended September 30, 2011 September 30, 2010 September 30, 2011 September 30, 2010 EBITDA & Adjusted EBITDA Net income $18,029 $20,032 $75,598 $73,674 Income tax expense 14,732 12,620 52,526 43,913 Interest and other, net 6,939 8,857 34,491 36,270 Depreciation and amortization 2,599 2,110 9,558 8,821 EBITDA 42,299 43,619 172,173 162,678 Amortization of inventory step-up - 652 - 2,200 Carlyle Acquisition related non-cash stock-based compensation expense 1,332 397 1,859 1,589 Unusual or non-recurring items 2,426 - 4,931 - Adjusted EBITDA $46,057 $44,668 $178,963 $166,467 Adjusted Net Income Net income $18,029 $20,032 $75,598 $73,674 Amortization of intangible assets 925 921 3,699 4,119 Amortization of inventory step-up - 652 - 2,200 Amortization of deferred financing costs 1,135 1,349 11,416 4,814 Carlyle Acquisition related non-cash stock-based compensation expense 1,332 397 1,859 1,589 Unusual or non-recurring items 2,426 - 4,931 - Adjustments for tax effect (@ 40%) (1,482) (1,328) (7,359) (5,089) Adjusted Net Income $22,365 $22,023 $90,144 $81,307 Adjusted Basic Earnings Per Share Weighted-average number of basic shares outstanding 90,989 90,569 90,697 90,569 Adjusted Net Income Per Basic Shares $0.25 $0.24 $0.99 $0.90 Adjusted Diluted Earnings Per Share Weighted-average number of diluted shares outstanding 94,725 92,541 93,182 91,068 Adjusted Net Income Per Diluted Shares $0.24 $0.24 $0.97 $0.89