Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Dec. 31, 2016 | Jan. 30, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TDG | |
Entity Registrant Name | TRANSDIGM GROUP INC | |
Entity Central Index Key | 1,260,221 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 52,844,515 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 972,360 | $ 1,586,994 |
Trade accounts receivable - Net | 512,784 | 576,339 |
Inventories - Net | 715,381 | 724,011 |
Prepaid expenses and other | 34,893 | 43,353 |
Total current assets | 2,235,418 | 2,930,697 |
PROPERTY, PLANT AND EQUIPMENT - Net | 314,557 | 310,580 |
GOODWILL | 5,687,248 | 5,679,452 |
OTHER INTANGIBLE ASSETS - Net | 1,735,331 | 1,764,343 |
OTHER | 64,568 | 41,205 |
TOTAL ASSETS | 10,037,122 | 10,726,277 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 64,157 | 52,645 |
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 |
Accounts payable | 129,510 | 156,075 |
Accrued liabilities | 305,411 | 344,112 |
Total current liabilities | 698,918 | 752,603 |
LONG-TERM DEBT | 10,555,947 | 9,943,191 |
DEFERRED INCOME TAXES | 515,666 | 492,255 |
OTHER NON-CURRENT LIABILITIES | 141,216 | 189,718 |
Total liabilities | 11,911,747 | 11,377,767 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock - $.01 par value; authorized 224,400,000 shares; issued 55,839,100 and 55,767,767 at December 31, 2016 and September 30, 2016, respectively | 558 | 558 |
Additional paid-in capital | 1,042,640 | 1,028,972 |
Accumulated deficit | (2,394,489) | (1,146,963) |
Accumulated other comprehensive loss | (139,064) | (149,787) |
Treasury stock, at cost; 2,433,035 shares at December 31, 2016 and September 30, 2016 | (384,270) | (384,270) |
Total stockholders’ deficit | (1,874,625) | (651,490) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 10,037,122 | $ 10,726,277 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets Parenthetical - $ / shares | Dec. 31, 2016 | Sep. 30, 2016 |
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 | 55,839,100 | 55,767,767 |
Treasury Stock, Shares | 2,433,035 | 2,433,035 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
NET SALES | $ 814,018 | $ 701,695 |
COST OF SALES | 369,763 | 327,128 |
GROSS PROFIT | 444,255 | 374,567 |
SELLING AND ADMINISTRATIVE EXPENSES | 101,715 | 82,203 |
AMORTIZATION OF INTANGIBLE ASSETS | 25,531 | 16,323 |
INCOME FROM OPERATIONS | 317,009 | 276,041 |
INTEREST EXPENSE - Net | 146,004 | 111,983 |
REFINANCING COSTS | 32,084 | 0 |
INCOME BEFORE INCOME TAXES | 138,921 | 164,058 |
INCOME TAX PROVISION | 20,050 | 34,617 |
NET INCOME | 118,871 | 129,441 |
NET INCOME APPLICABLE TO COMMON STOCK | $ 22,900 | $ 126,441 |
Net earnings per share - see Note 5: | ||
Basic and diluted (in dollars per share) | $ 0.41 | $ 2.23 |
Common Stock, Dividends, Per Share, Cash Paid | $ 24 | $ 0 |
Weighted-average shares outstanding: | ||
Basic and diluted (in shares) | 56,524 | 56,805 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Net income | $ 118,871 | $ 129,441 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | (28,052) | (8,950) |
Interest rate swap and cap agreements | 38,775 | 8,858 |
Other comprehensive income (loss), net of tax | 10,723 | (92) |
TOTAL COMPREHENSIVE INCOME | $ 129,594 | $ 129,349 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Deficit - 3 months ended Dec. 31, 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, 2016 | 55,767,767 | 55,767,767 | ||||
BALANCE (in shares) at Sep. 30, 2016 | (2,433,035) | (2,433,035) | ||||
BALANCE at Sep. 30, 2016 | $ (651,490) | $ 558 | $ 1,028,972 | $ (1,146,963) | $ (149,787) | $ (384,270) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends Paid | (1,280,070) | (1,280,070) | ||||
Unvested dividend equivalents | (86,327) | (86,327) | ||||
Compensation expense recognized for employee stock options | 10,020 | 10,020 | ||||
Exercise of employee stock options (in shares) | 71,333 | |||||
Exercise of employee stock options | 3,648 | $ 0 | 3,648 | |||
Net income | 118,871 | 118,871 | ||||
Foreign currency translation adjustments | (28,052) | (28,052) | ||||
Interest rate swaps and caps, net of tax | $ 38,775 | 38,775 | ||||
BALANCE (in shares) at Dec. 31, 2016 | 55,839,100 | 55,839,100 | ||||
BALANCE (in shares) at Dec. 31, 2016 | (2,433,035) | (2,433,035) | ||||
BALANCE at Dec. 31, 2016 | $ (1,874,625) | $ 558 | $ 1,042,640 | $ (2,394,489) | $ (139,064) | $ (384,270) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
OPERATING ACTIVITIES: | ||
Net income | $ 118,871 | $ 129,441 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 12,284 | 9,700 |
Amortization of intangible assets and product certification costs | 25,764 | 16,501 |
Amortization of debt issuance costs and original issue discount | 4,620 | 3,832 |
Refinancing costs | 32,084 | 0 |
Non-cash equity compensation | 10,020 | 10,681 |
Deferred income taxes | (493) | 601 |
Other, net | (4,563) | 0 |
Changes in assets/liabilities, net of effects from acquisitions of businesses: | ||
Trade accounts receivable | 59,812 | 14,368 |
Inventories | 8,365 | (14,108) |
Income taxes receivable/payable | 21,148 | 15,803 |
Other assets | (4,826) | 917 |
Accounts payable | (26,200) | (28,160) |
Accrued interest | (2,550) | 29,939 |
Accrued and other liabilities | (28,545) | (10,846) |
Net cash provided by operating activities | 225,791 | 178,669 |
INVESTING ACTIVITIES: | ||
Capital expenditures | (21,807) | (10,172) |
Payments made in connection with acquisitions - see Note 3 | (30,002) | 0 |
Net cash used in investing activities | (51,809) | (10,172) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 3,648 | 8,892 |
Special dividend and dividend equivalent payments | (1,375,998) | (3,000) |
Treasury stock purchased | 0 | (70,775) |
Other | (143) | (87) |
Net cash used in financing activities | (784,717) | (75,930) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (3,899) | (1,309) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (614,634) | 91,258 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,586,994 | 714,033 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 972,360 | 805,291 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 143,702 | 78,733 |
Cash (refunded) paid during the period for income taxes | (956) | 884 |
Term loans | ||
FINANCING ACTIVITIES: | ||
Repayment on term loans | (16,151) | (10,960) |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | ||
FINANCING ACTIVITIES: | ||
Cash tender and redemption of the 2021 Notes, including premium | $ (528,847) | $ 0 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 3 Months Ended |
Dec. 31, 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, databus and power controls, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seat belts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems. |
UNAUDITED INTERIM FINANCIAL INF
UNAUDITED INTERIM FINANCIAL INFORMATION | 3 Months Ended |
Dec. 31, 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, 2016 included in TD Group’s Form 10-K filed on November 15, 2016. 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, 2016 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the thirteen week period ended December 31, 2016 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to current year classifications related to the adoption of ASU 2016-09 during the fourth quarter of fiscal 2016 impacting the classification of excess tax benefits for share-based payments which are recognized as a component of the income tax provision rather than a component of additional paid-in capital. The accounting pronouncement and impact of the fiscal year 2016 adoption of the pronouncement on the condensed consolidated financial statements is summarized in Note 4, "Recent Accounting Pronouncements." |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS During the fiscal year ended September 30, 2016 , the Company completed the acquisitions of Young & Franklin Inc. / Tactair Fluid Controls Inc. (“Y&F/Tactair”), Data Device Corporation ("DDC") and Breeze-Eastern Corporation ("Breeze-Eastern"). 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 December 31, 2016 , the purchase price allocations for Y&F/Tactair and DDC remain preliminary as the Company completes its assessments under the acquisition method during the measurement period. Pro forma net sales and results of operations for the acquisitions had they occurred at the beginning of the applicable thirteen week period s ended December 31, 2016 or January 2, 2016 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 . Y&F/Tactair – On September 23, 2016, the Company acquired all of the outstanding stock of Young & Franklin, Inc., the parent company of Tactair Fluid Controls, Inc., for approximately $258.8 million in cash, which includes a working capital adjustment of $2.7 million paid in the first quarter of fiscal 2017. Y&F/Tactair manufactures proprietary, highly engineered valves and actuators. These products fit well with TransDigm’s overall business direction. Y&F/Tactair is included in TransDigm’s Power & Control segment. The purchase price includes approximately $74.5 million of tax benefits being realized by the Company over a 15 -year period that began in the first quarter of fiscal 2017. The Company expects that approximately $133.1 million of goodwill recognized for the acquisition will be deductible for tax purposes and approximately $10.5 million of goodwill recognized for the acquisition will not be deductible for tax purposes. DDC – On June 23, 2016, the Company acquired all of the outstanding stock of ILC Holdings, Inc., the parent company of Data Device Corporation, from Behrman Capital for a total purchase price of approximately $997.7 million in cash, which includes a working capital settlement of $1.4 million received in the first quarter of fiscal 2017. TransDigm financed the acquisition of DDC with cash proceeds from the issuance of senior subordinated notes due in June 2026 and term loans. DDC is a supplier of databus and power controls and related products that are used primarily in military avionics, commercial aerospace and space applications. These products fit well with TransDigm’s overall business direction. DDC is included in TransDigm's Power & Control segment. The total purchase price of DDC 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 $ 100,647 Property, plant, and equipment 20,818 Intangible assets 229,300 Goodwill 765,113 Other 2,036 Total assets acquired $ 1,117,914 Liabilities assumed: Current liabilities $ 19,472 Other noncurrent liabilities 100,787 Total liabilities assumed $ 120,259 Net assets acquired $ 997,655 The Company expects that all of the approximately $765.1 million of goodwill recognized for the acquisition will not be deductible for tax purposes. Breeze-Eastern – On January 4, 2016, the Company completed the tender offer for all of the outstanding stock of Breeze-Eastern for $19.61 per share in cash. The purchase price was approximately $205.9 million , of which $146.4 million (net of cash acquired of $ 30.8 million ) was paid at closing and $34.9 million was accrued for payment to dissenting shareholders. Of the accrual, $28.7 million related to the original merger consideration and $6.2 million represented the settlement reached with the dissenting shareholders resolving the dispute over the dissenting shareholders’ statutory appraisal action. Of the $6.2 million settlement, $4.9 million was recorded as selling and administrative expense and $1.3 million was recorded as interest expense for statutory interest arising under Delaware General Corporation Law. On October 20, 2016, the Company paid the $34.9 million settlement to the dissenting shareholders and the dissenting stockholders fully released their claims against the Company. 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. Breeze-Eastern is included in TransDigm’s Power & Control segment. All of the approximately $115.1 million of goodwill recognized for the acquisition is not deductible for tax purposes. The Breeze-Eastern acquisition includes environmental reserves recorded at a fair value of approximately $25.0 million . Of the $25.0 million in environmental reserves, $4.8 million is included in accrued liabilities and $20.2 million is included in other non-current liabilities on the condensed consolidated balance sheet. The estimated $25.0 million fair value of the environmental reserves for Breeze-Eastern are recorded at the probable and estimable amount. The environmental matters relate to soil and groundwater contamination and other environmental matters at several former facilities unrelated to Breeze-Eastern’s current operations. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Dec. 31, 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”) 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 new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018. We have performed a preliminary review of the new guidance as compared to our current accounting policies. We have also commenced a review of a representative sample of contracts and other agreements with our customers and are evaluating the provisions contained within these contracts and agreements in consideration of the five step model specified within ASC 606. The Company is currently evaluating the impact that adopting the standard, along with the subsequent updates and clarifications, will have on its consolidated financial statements and disclosures. During fiscal 2017, we plan to finalize our review and determine our date and method of adoption. 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 was effective for the Company on October 1, 2016. However, as early adoption was 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 consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (ASC 842),” which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2017, with early adoption permitted. As early adoption is permissible, the Company adopted this standard in the fourth quarter of fiscal 2016. As a result of adopting the standard in the fourth quarter of fiscal 2016, the condensed consolidated financial statements and earnings per share for the quarter ended January 2, 2016 were recasted where presented within this Form 10-Q to reflect the impact of this standard if the Company had adopted as of the beginning of fiscal 2016. Therefore, approximately $14.5 million in year-to-date excess tax benefits as of January 2, 2016 were reclassified from a component of additional paid-in-capital to a component of the income tax provision with a year-to-date favorable impact to basic and diluted earnings per common share of $0.26 . The corresponding cash flows are reflected in cash provided by operating activities instead of financing activities, as required. In addition, the Company continued to account for forfeitures on an estimated basis. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)," which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments," which clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. |
EARNINGS RELEASE PER SHARE (TWO
EARNINGS RELEASE PER SHARE (TWO-CLASS METHOD) | 3 Months Ended |
Dec. 31, 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 December 31, 2016 January 2, 2016 Numerator for earnings per share: Net income $ 118,871 $ 129,441 Less dividends paid on participating securities (95,971 ) (3,000 ) Net income applicable to common stock - basic and diluted $ 22,900 $ 126,441 Denominator for basic and diluted earnings per share under the two-class method: Weighted average common shares outstanding 53,365 53,706 Vested options deemed participating securities 3,159 3,099 Total shares for basic and diluted earnings per share 56,524 56,805 Basic and diluted earnings per share $ 0.41 $ 2.23 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Dec. 31, 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): December 31, 2016 September 30, 2016 Raw materials and purchased component parts $ 485,842 $ 464,410 Work-in-progress 181,676 188,417 Finished goods 135,271 153,253 Total 802,789 806,080 Reserves for excess and obsolete inventory (87,408 ) (82,069 ) Inventories - Net $ 715,381 $ 724,011 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS Other intangible assets - net in the condensed consolidated balance sheets consist of the following (in thousands): December 31, 2016 September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trademarks and trade names $ 718,176 $ — $ 718,176 $ 720,263 $ — $ 720,263 Technology 1,277,928 304,238 973,690 1,279,335 288,429 990,906 Order backlog 55,341 38,791 16,550 55,341 29,641 25,700 Other 43,347 16,432 26,915 43,331 15,857 27,474 Total $ 2,094,792 $ 359,461 $ 1,735,331 $ 2,098,270 $ 333,927 $ 1,764,343 The aggregate amortization expense on identifiable intangible assets for the thirteen week period s ended December 31, 2016 and January 2, 2016 was approximately $25.5 million and $16.3 million , respectively. The estimated amortization expense is $91.2 million for fiscal year 2017 , $65.5 million for fiscal year 2018 and $65.5 million for each of the four succeeding fiscal years 2019 through 2022 . The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2016 through December 31, 2016 (in thousands): Power & Control Airframe Non- aviation Total Balance, September 30, 2016 $ 3,247,490 $ 2,376,593 $ 55,369 $ 5,679,452 Goodwill acquired during the year — — — — Purchase price allocation adjustments 15,334 — — 15,334 Currency translation adjustment — (7,538 ) — (7,538 ) Balance, December 31, 2016 $ 3,262,824 $ 2,369,055 $ 55,369 $ 5,687,248 |
DEBT
DEBT | 3 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The Company’s debt consists of the following (in thousands): December 31, 2016 Gross Amount Debt Issuance Costs Original Issue Discount Net Amount Short-term borrowings—trade receivable securitization facility $ 200,000 $ (160 ) $ — $ 199,840 Term loans $ 6,422,557 $ (51,446 ) $ (16,519 ) $ 6,354,592 5 1/2% senior subordinated notes due 2020 (2020 Notes) 550,000 (4,035 ) — 545,965 7 1/2% senior subordinated notes due 2021 (2021 Notes) — — — — 6% senior subordinated notes due 2022 (2022 Notes) 1,150,000 (8,021 ) — 1,141,979 6 1/2% senior subordinated notes due 2024 (2024 Notes) 1,200,000 (8,924 ) — 1,191,076 6 1/2% senior subordinated notes due 2025 (2025 Notes) 450,000 (4,024 ) — 445,976 6 3/8% senior subordinated notes due 2026 (2026 Notes) 950,000 (9,484 ) — 940,516 10,722,557 (85,934 ) (16,519 ) 10,620,104 Less current portion 64,603 (446 ) — 64,157 Long-term debt $ 10,657,954 $ (85,488 ) $ (16,519 ) $ 10,555,947 September 30, 2016 Gross Amount Debt Issuance Costs Original Issue Discount Net Amount Short-term borrowings—trade receivable securitization facility $ 200,000 $ (229 ) $ — $ 199,771 Term loans $ 5,288,708 $ (42,662 ) $ (11,439 ) $ 5,234,607 2020 Notes 550,000 (4,299 ) — 545,701 2021 Notes 500,000 (3,141 ) — 496,859 2022 Notes 1,150,000 (8,381 ) — 1,141,619 2024 Notes 1,200,000 (9,218 ) — 1,190,782 2025 Notes 450,000 (4,144 ) — 445,856 2026 Notes 950,000 (9,588 ) — 940,412 10,088,708 (81,433 ) (11,439 ) 9,995,836 Less current portion 53,074 (429 ) — 52,645 Long-term debt $ 10,035,634 $ (81,004 ) $ (11,439 ) $ 9,943,191 Repurchase of Senior Subordinated Notes due 2021 - On October 13, 2016, the Company announced a cash tender offer for any and all of its outstanding 2021 Notes. On October 27, 2016, the Company redeemed a principal amount of approximately $158 million in 2021 Notes outstanding for total consideration of $1,060.50 (plus accrued and unpaid interest) for each $1,000 aggregate principal amount. The total consideration included an early tender premium of $30.00 per $1,000 principal amount of 2021 Notes payable only with respect to each note validly tendered and not revoked on or before October 26, 2016. On November 28, 2016, pursuant to the terms of the indenture governing the 2021 Notes, the Company redeemed the remaining principal of $342 million in 2021 Notes outstanding at a redemption price of 105.625% of the principal amount (plus accrued and unpaid interest). The Company recorded refinancing costs of $31.9 million during the thirteen week period ended December 31, 2016 representing debt issuance costs expensed in conjunction with the redemption of the 2021 Notes. The costs consisted of the premium of $28.8 million paid to redeem the $500 million of 2021 Notes and the write-off of $3.1 million in unamortized debt issuance costs. Incremental Term Loan Assumption Agreement - On October 14, 2016, the Company entered into an Incremental Term Loan Assumption Agreement (the “Assumption Agreement”) with Credit Suisse AG, as administrative agent and collateral agent, and as a lender, in connection with the 2016 Term Loans. The Assumption Agreement, among other things, provides for (i) additional tranche F term loans in an aggregate principal amount equal to $650 million , which were fully drawn on October 14, 2016 (the “Initial Additional Tranche F Term Loans”), and (ii) additional delayed draw tranche F term loans in an aggregate principal amount not to exceed $500 million , which were fully drawn on October 27, 2016 (the “Delayed Draw Additional Tranche F Term Loans”, and together with the Initial Additional Tranche F Term Loans, the “Additional Tranche F Term Loans”), the proceeds of which were used to repurchase the Company's 2021 Notes. The terms and conditions that apply to the Additional Tranche F Term Loans are substantially the same as the terms and conditions that apply to the Tranche F Term Loans under the 2016 Term Loans immediately prior to the Assumption Agreement. The Company recorded refinancing costs of $0.2 million during the thirteen week period ended December 31, 2016 representing debt issuance costs expensed in conjunction with the Assumption Agreement. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 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 period s ended December 31, 2016 and January 2, 2016 , the effective income tax rate was 14.4% and 21.1% , respectively. The Company’s lower effective tax rate for the thirteen week period was primarily due to a higher discrete adjustment from excess tax benefits for share-based payments. The Company’s effective tax rate for these periods was less than the Federal statutory tax rate primarily due to excess tax benefits from share based payments, the domestic manufacturing deduction and foreign earnings taxed at rates lower than the U.S. statutory rate. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions as well as foreign jurisdictions located in Belgium, Canada, China, France, Germany, Hong Kong, Hungary, Malaysia, Mexico, Norway, Singapore, Sri Lanka, Sweden and the United Kingdom. The Company is no longer subject to U.S. federal examinations for years before fiscal 2014. The Company is currently under U.S. federal examination for its fiscal 2014 and 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 December 31, 2016 and September 30, 2016 , TD Group had $7.4 million and $8.7 million in unrecognized tax benefits, the recognition of which would have an effect of approximately $7.2 million and $8.5 million on the effective tax rate at December 31, 2016 and September 30, 2016 , respectively. The Company believes the tax positions that comprise the unrecognized tax benefits will be reduced by approximately $1.3 million over the next 12 months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The following summarizes the carrying amounts and fair values of financial instruments (in thousands): December 31, 2016 September 30, 2016 Level Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and cash equivalents 1 $ 972,360 $ 972,360 $ 1,586,994 $ 1,586,994 Interest rate cap agreements (1) 2 19,879 19,879 4,232 4,232 Interest rate swap agreements (1) 2 7,110 7,110 — — Liabilities: Interest rate swap agreements (2) 2 28,168 28,168 29,191 29,191 Interest rate swap agreements (3) 2 11,232 11,232 53,824 53,824 Short-term borrowings - trade receivable securitization facility (4) 1 199,840 199,840 199,771 199,771 Long-term debt, including current portion: Term loans (4) 2 6,354,592 6,447,080 5,234,607 5,284,037 2020 Notes (4) 1 545,965 563,750 545,701 566,500 2021 Notes (4) 1 — — 496,859 530,000 2022 Notes (4) 1 1,141,979 1,190,250 1,141,619 1,214,688 2024 Notes (4) 1 1,191,076 1,254,000 1,190,782 1,266,000 2025 Notes (4) 1 445,976 468,000 445,856 469,125 2026 Notes (4) 1 940,516 978,500 940,412 985,625 (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 are generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were recognized using unobservable inputs. Interest rate swaps were measured at fair value using quoted market prices for the swap interest rate indexes over the term of the swap discounted to present value versus the fixed rate of the contract. The interest rate caps were measured at fair value using implied volatility rates of each individual caplet and the yield curve for the related periods. The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s senior secured credit facility. The estimated fair values of the Company’s notes were based upon quoted market prices. There has not been any impact to the fair value of derivative liabilities due to the Company's own credit risk. Similarly, there has not been any impact to the fair value of derivative assets based on the Company's evaluation of counterparties' credit risks. The fair value of cash and cash equivalents, trade accounts receivable-net and accounts payable approximated book value due to the short-term nature of these instruments at December 31, 2016 and September 30, 2016 . |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 3 Months Ended |
Dec. 31, 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. The following table summarizes the Company's interest rate swap agreements: Aggregate Notional Amount (in millions) Start Date End Date Related Debt Conversion of Related Variable Rate Debt to Fixed Rate of: $500 12/30/2016 12/31/2021 Tranche F Term Loans 4.9% (1.9% plus the 3% margin percentage) $1,000 6/28/2019 6/30/2021 Tranche F Term Loans 4.8% (1.8% plus the 3% margin percentage) $750 3/31/2016 6/30/2020 Tranche D Term Loans 5.8% (2.8% plus the 3% margin percentage) $1,000 9/30/2014 6/30/2019 Tranche C Term Loans 5.4% (2.4% plus the 3% margin percentage) The following table summarizes the Company's interest rate cap agreements: Aggregate Notional Amount Start Date End Date Related Debt Offsets Variable Rate Debt Attributable to Fluctuations Above: $400 12/30/2016 12/31/2021 Tranche F Term Loans Three month LIBO rate of 2.5% $400 6/30/2016 6/30/2021 Tranche F Term Loans Three month LIBO rate of 2.0% $750 9/30/2015 6/30/2020 Tranche E Term Loans Three month LIBO rate of 2.5% All interest rate swap and cap agreements are recognized in our condensed consolidated balance sheets at fair value. In accordance with GAAP, certain derivative asset and liability balances are offset where master netting agreements provide for the legal right of setoff. For classification purposes, we record the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net long-term asset or liability. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the condensed consolidated balance sheet and the net amounts of assets and liabilities presented therein. As of December 31, 2016 and January 2, 2016 , there were no amounts subject to an enforceable master netting arrangement or similar agreement that have not been offset in the condensed consolidated balance sheet. December 31, 2016 September 30, 2016 Asset Liability Asset Liability Interest rate cap agreements $ 19,879 $ — $ 4,232 $ — Interest rate swap agreements 15,213 (47,503 ) — (83,015 ) Total 35,092 (47,503 ) 4,232 (83,015 ) Effect of counterparty netting (8,103 ) 8,103 — — Net derivatives as classified in the balance sheet (1) $ 26,989 $ (39,400 ) $ 4,232 $ (83,015 ) (1) Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements. Based on the fair value amounts of the interest rate swap and cap agreements determined as of December 31, 2016 , the estimated net amount of existing gains and losses and caplet amortization expected to be reclassified into interest expense within the next twelve months is approximately $32.0 million . Effective September 30, 2016, the Company redesignated the interest rate cap agreements related to the $400 million and the $750 million aggregate notional amount with cap rates of 2.0% and 2.5% , respectively, based on the expected probable cash flows associated with the 2016 term loans and 2015 term loans in consideration of the Company’s ability to select one month, two month, three month, or six month LIBO rate set forth in the Credit Agreement. Accordingly, amounts previously recorded as a component of accumulated other comprehensive loss in stockholder’s deficit amortized into interest expense was $1.0 million for the thirteen week period ended December 31, 2016 . The accumulated other comprehensive loss to be reclassified into interest expense over the remaining term of the cap agreements was $13.7 million with a related tax benefit of $5.1 million as of December 31, 2016 . |
SEGMENTS
SEGMENTS | 3 Months Ended |
Dec. 31, 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, databus and power controls, high performance hoists, winches and lifting devices, and cargo loading and handling systems. Primary customers of this segment are engine and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels. The Airframe segment includes operations that primarily develop, produce and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. Major product offerings include engineered latching and locking devices, rods and locking devices, 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 immaterial for the periods presented below. Certain corporate-level expenses are allocated to the operating segments. The following table presents net sales by reportable segment (in thousands): Thirteen Week Periods Ended December 31, 2016 January 2, 2016 Net sales to external customers Power & Control $ 441,074 $ 347,209 Airframe 348,664 331,138 Non-aviation 24,280 23,348 $ 814,018 $ 701,695 The following table reconciles EBITDA As Defined by segment to consolidated income before income taxes (in thousands): Thirteen Week Periods Ended December 31, 2016 January 2, 2016 EBITDA As Defined Power & Control $ 216,782 $ 161,776 Airframe 170,511 155,088 Non-aviation 8,602 6,386 Total segment EBITDA As Defined 395,895 323,250 Unallocated corporate expenses 10,945 3,837 Total Company EBITDA As Defined 384,950 319,413 Depreciation and amortization expense 38,048 26,201 Interest expense - net 146,004 111,983 Acquisition-related costs 18,568 7,225 Stock compensation expense 10,020 10,681 Refinancing costs 32,084 — Other, net 1,305 (735 ) Income before income taxes $ 138,921 $ 164,058 The following table presents total assets by segment (in thousands): December 31, 2016 September 30, 2016 Total assets Power & Control $ 5,112,841 $ 5,184,303 Airframe 3,862,912 3,922,532 Non-aviation 130,918 131,319 Corporate 930,451 1,488,123 $ 10,037,122 $ 10,726,277 The Company’s sales principally originate from the United States, and the Company’s long-lived assets are principally located in the United States. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Dec. 31, 2016 | |
Equity [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 December 31, 2016 (in thousands): Unrealized (loss) gains on derivatives designated and qualifying as cash flow hedges (1) Defined benefit pension plan activity Currency translation adjustment Total Balance at September 30, 2016 $ (61,140 ) $ (24,297 ) $ (64,350 ) $ (149,787 ) Current-period other comprehensive gain (loss) 38,176 — (28,052 ) 10,124 Amounts reclassified from AOCI related to interest rate cap agreements 599 — — 599 Balance at December 31, 2016 $ (22,365 ) $ (24,297 ) $ (92,402 ) $ (139,064 ) (1) Unrealized loss represents interest rate swap and cap agreements, net of taxes of $(23,117) and $(5,092) for the thirteen week period s ended December 31, 2016 and January 2, 2016 , respectively. A summary of reclassifications out of accumulated other comprehensive loss for the thirteen week period ended December 31, 2016 is provided below (in thousands): Description of reclassifications out of accumulated other comprehensive loss Amount reclassified Amortization from redesignated interest rate cap agreements (1) $ 956 Deferred tax benefit from redesignated interest rate cap agreements (357 ) Losses reclassified into earnings, net of tax $ 599 (1) This component of accumulated other comprehensive loss is included in interest expense (see Note 11, “Derivatives and Hedging Activity,” for additional information). |
SPECIAL DIVIDEND AND DIVIDEND E
SPECIAL DIVIDEND AND DIVIDEND EQUIVALENT PAYMENTS | 3 Months Ended |
Dec. 31, 2016 | |
Dividends, Common Stock [Abstract] | |
SPECIAL DIVIDEND AND DIVIDEND EQUIVALENT PAYMENTS | SPECIAL DIVIDEND AND DIVIDEND EQUIVALENT PAYMENTS On October 14, 2016, the Company's Board of Directors authorized and declared a special cash dividend of $24.00 on each outstanding share of common stock and cash dividend equivalent payments on options granted under its stock option plans. The record date for the special dividend was October 24, 2016, and the payment date for the dividend was November 1, 2016. The total cash payment related to the special dividend and related dividend equivalent payments in the first quarter of fiscal 2017 was approximately $1,280.1 million and $76.4 million , respectively. For the thirteen week period ended December 31, 2016 , dividend equivalent payments related to dividends declared in fiscal 2013 and fiscal 2014 totaled $19.5 million . |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENTS On January 26, 2017, our Board of Directors increased the authorized amount of repurchases allowable under the stock program from $450 million to $472 million . The $22 million increase in the repurchases allowable under the stock repurchase program aligns the program with the restricted payments allowable under the Credit Agreement. During January 2017, Company repurchased 666,755 shares of its common stock at a gross cost of approximately $150.0 million at the weighted-average price per share of $224.97 under the $472 million stock repurchase program. As of February 8, 2017 , the remaining amount of repurchases allowable under the $472 million program was $212.9 million subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing notes. |
SUPPLEMENTAL GUARANTOR INFORMAT
SUPPLEMENTAL GUARANTOR INFORMATION | 3 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL GUARANTOR INFORMATION | SUPPLEMENTAL GUARANTOR INFORMATION TransDigm’s 2020 Notes, 2022 Notes, 2024 Notes, 2025 Notes and 2026 Notes are jointly and severally guaranteed, on a senior subordinated basis, by TD Group and TransDigm Inc.’s 100% Domestic Restricted Subsidiaries, as defined in the Indentures. The following supplemental condensed consolidating financial information presents, in separate columns, the balance sheets of the Company as of December 31, 2016 and September 30, 2016 and its statements of income and comprehensive income and cash flows for the thirteen week period s ended December 31, 2016 and January 2, 2016 for (i) TransDigm Group on a parent only basis with its investment in subsidiaries recorded under the equity method, (ii) TransDigm Inc. including its directly owned operations and non-operating entities, (iii) the Subsidiary Guarantors on a combined basis, (iv) Non-Guarantor Subsidiaries and (v) the Company on a consolidated basis. Separate financial statements of TransDigm Inc. are not presented because TransDigm Inc.’s 2020 Notes, 2022 Notes, 2024 Notes, 2025 Notes and 2026 Notes are fully and unconditionally guaranteed on a senior subordinated basis by TD Group and all existing 100% owned domestic subsidiaries of TransDigm Inc. and because TD Group has no significant operations or assets separate from its investment in TransDigm Inc. TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,890 $ 811,204 $ 5,511 $ 149,755 $ — $ 972,360 Trade accounts receivable - Net — — — 519,637 (6,853 ) 512,784 Inventories - Net — 42,967 568,563 105,026 (1,175 ) 715,381 Prepaid expenses and other — 4,271 22,852 7,770 — 34,893 Total current assets 5,890 858,442 596,926 782,188 (8,028 ) 2,235,418 INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES (1,880,515 ) 9,624,981 6,454,771 874,346 (15,073,583 ) — PROPERTY, PLANT AND EQUIPMENT -Net — 15,775 254,907 43,875 — 314,557 GOODWILL — 68,593 4,968,284 650,371 — 5,687,248 OTHER INTANGIBLE ASSETS - Net — 24,927 1,459,995 250,409 — 1,735,331 OTHER — 33,079 24,525 6,964 — 64,568 TOTAL ASSETS $ (1,874,625 ) $ 10,625,797 $ 13,759,408 $ 2,608,153 $ (15,081,611 ) $ 10,037,122 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ — $ 64,157 $ — $ — $ — $ 64,157 Short-term borrowings - trade receivable securitization facility — — — 199,840 — 199,840 Accounts payable — 12,730 91,691 32,282 (7,193 ) 129,510 Accrued liabilities — 125,976 126,990 52,445 305,411 Total current liabilities — 202,863 218,681 284,567 (7,193 ) 698,918 LONG-TERM DEBT — 10,555,947 — — — 10,555,947 DEFERRED INCOME TAXES — 457,699 (544 ) 58,511 — 515,666 OTHER NON-CURRENT LIABILITIES — 40,023 66,615 34,578 — 141,216 Total liabilities — 11,256,532 284,752 377,656 (7,193 ) 11,911,747 STOCKHOLDERS’ (DEFICIT) EQUITY (1,874,625 ) (630,735 ) 13,474,656 2,230,497 (15,074,418 ) (1,874,625 ) TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ (1,874,625 ) $ 10,625,797 $ 13,759,408 $ 2,608,153 $ (15,081,611 ) $ 10,037,122 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 13,560 $ 1,421,251 $ 8,808 $ 143,375 $ — $ 1,586,994 Trade accounts receivable - Net — — 26,210 561,124 (10,995 ) 576,339 Inventories - Net — 42,309 586,648 96,229 (1,175 ) 724,011 Prepaid expenses and other — 8,209 27,381 7,763 — 43,353 Total current assets 13,560 1,471,769 649,047 808,491 (12,170 ) 2,930,697 INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES (665,050 ) 9,671,019 6,182,809 861,647 (16,050,425 ) — PROPERTY, PLANT AND EQUIPMENT - Net — 15,991 250,544 44,045 — 310,580 GOODWILL — 68,593 4,952,950 657,909 — 5,679,452 OTHER INTANGIBLE ASSETS - Net — 24,801 1,483,285 256,257 — 1,764,343 OTHER — 10,319 24,063 6,823 — 41,205 TOTAL ASSETS $ (651,490 ) $ 11,262,492 $ 13,542,698 $ 2,635,172 $ (16,062,595 ) $ 10,726,277 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ — $ 52,645 $ — $ — $ — $ 52,645 Short-term borrowings - trade receivable securitization facility — — — 199,771 — 199,771 Accounts payable — 15,347 120,455 31,560 (11,287 ) 156,075 Accrued liabilities — 159,909 123,646 60,557 344,112 Total current liabilities — 227,901 244,101 291,888 (11,287 ) 752,603 LONG-TERM DEBT — 9,943,191 — — — 9,943,191 DEFERRED INCOME TAXES — 434,013 (544 ) 58,786 — 492,255 OTHER NON-CURRENT LIABILITIES — 82,677 70,124 36,917 — 189,718 Total liabilities — 10,687,782 313,681 387,591 (11,287 ) 11,377,767 STOCKHOLDERS’ (DEFICIT) EQUITY (651,490 ) 574,710 13,229,017 2,247,581 (16,051,308 ) (651,490 ) TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ (651,490 ) $ 11,262,492 $ 13,542,698 $ 2,635,172 $ (16,062,595 ) $ 10,726,277 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME FOR THE THIRTEEN WEEK PERIOD ENDED DECEMBER 31, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated NET SALES $ — $ 30,617 $ 682,919 $ 115,766 $ (15,284 ) $ 814,018 COST OF SALES — 17,253 299,661 68,133 (15,284 ) 369,763 GROSS PROFIT — 13,364 383,258 47,633 — 444,255 SELLING AND ADMINISTRATIVE EXPENSES — 24,320 62,699 14,696 — 101,715 AMORTIZATION OF INTANGIBLE ASSETS — 189 23,308 2,034 — 25,531 (LOSS) INCOME FROM OPERATIONS — (11,145 ) 297,251 30,903 — 317,009 INTEREST EXPENSE (INCOME) - Net — 148,188 137 (2,321 ) — 146,004 REFINANCING COSTS — 32,084 — — — 32,084 EQUITY IN INCOME OF SUBSIDIARIES (118,871 ) (294,988 ) — — 413,859 — INCOME BEFORE INCOME TAXES 118,871 103,571 297,114 33,224 (413,859 ) 138,921 INCOME TAX (BENEFIT) PROVISION — (15,300 ) 34,606 744 — 20,050 NET INCOME $ 118,871 $ 118,871 $ 262,508 $ 32,480 $ (413,859 ) $ 118,871 OTHER COMPREHENSIVE LOSS, NET OF TAX 10,723 38,772 14,619 (69,304 ) 15,913 10,723 TOTAL COMPREHENSIVE INCOME $ 129,594 $ 157,643 $ 277,127 $ (36,824 ) $ (397,946 ) $ 129,594 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME FOR THE THIRTEEN WEEK PERIOD ENDED JANUARY 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 REFINANCING COSTS — — — — — — EQUITY IN INCOME OF SUBSIDIARIES (129,441 ) (205,973 ) — — 335,414 — INCOME BEFORE INCOME TAXES 129,441 88,827 256,825 24,379 (335,414 ) 164,058 INCOME TAX (BENEFIT) PROVISION — (40,614 ) 78,532 (3,301 ) — 34,617 NET INCOME $ 129,441 $ 129,441 $ 178,293 $ 27,680 $ (335,414 ) $ 129,441 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX (92 ) 6,241 (3,564 ) (11,758 ) 9,081 (92 ) TOTAL COMPREHENSIVE INCOME $ 129,349 $ 135,682 $ 174,729 $ 15,922 $ (326,333 ) $ 129,349 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THIRTEEN WEEK PERIOD ENDED DECEMBER 31, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ — $ (208,567 ) $ 364,105 $ 70,301 $ (48 ) $ 225,791 INVESTING ACTIVITIES: Capital expenditures — (354 ) (19,835 ) (1,618 ) — (21,807 ) Payments made in connection with acquisitions - see Note 3 — (30,002 ) — — — (30,002 ) Net cash used in investing activities — (30,356 ) (19,835 ) (1,618 ) — (51,809 ) FINANCING ACTIVITIES: Intercompany activities 1,364,680 (958,757 ) (347,567 ) (58,404 ) 48 — Proceeds from exercise of stock options 3,648 — — — — 3,648 Special dividend and dividend equivalent payments (1,375,998 ) — — — — (1,375,998 ) Proceeds from 2017 term loans, net — 1,132,774 — — — 1,132,774 Repayment on term loans — (16,151 ) — — — (16,151 ) Cash tender and redemption of the 2021 Notes, including premium — (528,847 ) — — — (528,847 ) Other — (143 ) — — — (143 ) Net cash used in financing activities (7,670 ) (371,124 ) (347,567 ) (58,404 ) 48 (784,717 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS — — — (3,899 ) — (3,899 ) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,670 ) (610,047 ) (3,297 ) 6,380 — (614,634 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,560 1,421,251 8,808 143,375 — 1,586,994 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,890 $ 811,204 $ 5,511 $ 149,755 $ — $ 972,360 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THIRTEEN WEEK PERIOD ENDED JANUARY 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 $ — $ (31,101 ) $ 187,569 $ 21,989 $ 212 $ 178,669 INVESTING ACTIVITIES: Capital expenditures — (455 ) (8,043 ) (1,674 ) — (10,172 ) Net cash used in investing activities — (455 ) (8,043 ) (1,674 ) — (10,172 ) FINANCING ACTIVITIES: Intercompany activities 83,669 113,732 (183,088 ) (14,101 ) (212 ) — Proceeds from exercise of stock options 8,892 — — — — 8,892 Dividend equivalent payments (3,000 ) — — — — (3,000 ) Treasury stock repurchased (70,775 ) — — — — (70,775 ) Repayment on term loans — (10,960 ) — — — (10,960 ) Other — (87 ) — — — (87 ) Net cash provided by (used in) financing activities 18,786 102,685 (183,088 ) (14,101 ) (212 ) (75,930 ) 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 * * * * * |
RECENT ACCOUNTING PRONOUNCEME24
RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 3 Months Ended |
Dec. 31, 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”) 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 new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2018. We have performed a preliminary review of the new guidance as compared to our current accounting policies. We have also commenced a review of a representative sample of contracts and other agreements with our customers and are evaluating the provisions contained within these contracts and agreements in consideration of the five step model specified within ASC 606. The Company is currently evaluating the impact that adopting the standard, along with the subsequent updates and clarifications, will have on its consolidated financial statements and disclosures. During fiscal 2017, we plan to finalize our review and determine our date and method of adoption. 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 was effective for the Company on October 1, 2016. However, as early adoption was 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 consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, “Leases (ASC 842),” which will require that a lessee recognize assets and liabilities on the balance sheet for all leases with a lease term of more than twelve months, with the result being the recognition of a right of use asset and a lease liability. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The guidance is effective for the Company for annual reporting periods, including interim periods therein, beginning October 1, 2017, with early adoption permitted. As early adoption is permissible, the Company adopted this standard in the fourth quarter of fiscal 2016. As a result of adopting the standard in the fourth quarter of fiscal 2016, the condensed consolidated financial statements and earnings per share for the quarter ended January 2, 2016 were recasted where presented within this Form 10-Q to reflect the impact of this standard if the Company had adopted as of the beginning of fiscal 2016. Therefore, approximately $14.5 million in year-to-date excess tax benefits as of January 2, 2016 were reclassified from a component of additional paid-in-capital to a component of the income tax provision with a year-to-date favorable impact to basic and diluted earnings per common share of $0.26 . The corresponding cash flows are reflected in cash provided by operating activities instead of financing activities, as required. In addition, the Company continued to account for forfeitures on an estimated basis. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)," which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments," which clarifies existing guidance related to accounting for cash receipts and cash payments and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 $ 100,647 Property, plant, and equipment 20,818 Intangible assets 229,300 Goodwill 765,113 Other 2,036 Total assets acquired $ 1,117,914 Liabilities assumed: Current liabilities $ 19,472 Other noncurrent liabilities 100,787 Total liabilities assumed $ 120,259 Net assets acquired $ 997,655 |
EARNINGS RELEASE PER SHARE (T26
EARNINGS RELEASE PER SHARE (TWO-CLASS METHOD) (Tables) | 3 Months Ended |
Dec. 31, 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 December 31, 2016 January 2, 2016 Numerator for earnings per share: Net income $ 118,871 $ 129,441 Less dividends paid on participating securities (95,971 ) (3,000 ) Net income applicable to common stock - basic and diluted $ 22,900 $ 126,441 Denominator for basic and diluted earnings per share under the two-class method: Weighted average common shares outstanding 53,365 53,706 Vested options deemed participating securities 3,159 3,099 Total shares for basic and diluted earnings per share 56,524 56,805 Basic and diluted earnings per share $ 0.41 $ 2.23 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following (in thousands): December 31, 2016 September 30, 2016 Raw materials and purchased component parts $ 485,842 $ 464,410 Work-in-progress 181,676 188,417 Finished goods 135,271 153,253 Total 802,789 806,080 Reserves for excess and obsolete inventory (87,408 ) (82,069 ) Inventories - Net $ 715,381 $ 724,011 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Subject to Amortization | Other intangible assets - net in the condensed consolidated balance sheets consist of the following (in thousands): December 31, 2016 September 30, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trademarks and trade names $ 718,176 $ — $ 718,176 $ 720,263 $ — $ 720,263 Technology 1,277,928 304,238 973,690 1,279,335 288,429 990,906 Order backlog 55,341 38,791 16,550 55,341 29,641 25,700 Other 43,347 16,432 26,915 43,331 15,857 27,474 Total $ 2,094,792 $ 359,461 $ 1,735,331 $ 2,098,270 $ 333,927 $ 1,764,343 |
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, 2016 through December 31, 2016 (in thousands): Power & Control Airframe Non- aviation Total Balance, September 30, 2016 $ 3,247,490 $ 2,376,593 $ 55,369 $ 5,679,452 Goodwill acquired during the year — — — — Purchase price allocation adjustments 15,334 — — 15,334 Currency translation adjustment — (7,538 ) — (7,538 ) Balance, December 31, 2016 $ 3,262,824 $ 2,369,055 $ 55,369 $ 5,687,248 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consists of the following (in thousands): December 31, 2016 Gross Amount Debt Issuance Costs Original Issue Discount Net Amount Short-term borrowings—trade receivable securitization facility $ 200,000 $ (160 ) $ — $ 199,840 Term loans $ 6,422,557 $ (51,446 ) $ (16,519 ) $ 6,354,592 5 1/2% senior subordinated notes due 2020 (2020 Notes) 550,000 (4,035 ) — 545,965 7 1/2% senior subordinated notes due 2021 (2021 Notes) — — — — 6% senior subordinated notes due 2022 (2022 Notes) 1,150,000 (8,021 ) — 1,141,979 6 1/2% senior subordinated notes due 2024 (2024 Notes) 1,200,000 (8,924 ) — 1,191,076 6 1/2% senior subordinated notes due 2025 (2025 Notes) 450,000 (4,024 ) — 445,976 6 3/8% senior subordinated notes due 2026 (2026 Notes) 950,000 (9,484 ) — 940,516 10,722,557 (85,934 ) (16,519 ) 10,620,104 Less current portion 64,603 (446 ) — 64,157 Long-term debt $ 10,657,954 $ (85,488 ) $ (16,519 ) $ 10,555,947 September 30, 2016 Gross Amount Debt Issuance Costs Original Issue Discount Net Amount Short-term borrowings—trade receivable securitization facility $ 200,000 $ (229 ) $ — $ 199,771 Term loans $ 5,288,708 $ (42,662 ) $ (11,439 ) $ 5,234,607 2020 Notes 550,000 (4,299 ) — 545,701 2021 Notes 500,000 (3,141 ) — 496,859 2022 Notes 1,150,000 (8,381 ) — 1,141,619 2024 Notes 1,200,000 (9,218 ) — 1,190,782 2025 Notes 450,000 (4,144 ) — 445,856 2026 Notes 950,000 (9,588 ) — 940,412 10,088,708 (81,433 ) (11,439 ) 9,995,836 Less current portion 53,074 (429 ) — 52,645 Long-term debt $ 10,035,634 $ (81,004 ) $ (11,439 ) $ 9,943,191 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Dec. 31, 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): December 31, 2016 September 30, 2016 Level Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and cash equivalents 1 $ 972,360 $ 972,360 $ 1,586,994 $ 1,586,994 Interest rate cap agreements (1) 2 19,879 19,879 4,232 4,232 Interest rate swap agreements (1) 2 7,110 7,110 — — Liabilities: Interest rate swap agreements (2) 2 28,168 28,168 29,191 29,191 Interest rate swap agreements (3) 2 11,232 11,232 53,824 53,824 Short-term borrowings - trade receivable securitization facility (4) 1 199,840 199,840 199,771 199,771 Long-term debt, including current portion: Term loans (4) 2 6,354,592 6,447,080 5,234,607 5,284,037 2020 Notes (4) 1 545,965 563,750 545,701 566,500 2021 Notes (4) 1 — — 496,859 530,000 2022 Notes (4) 1 1,141,979 1,190,250 1,141,619 1,214,688 2024 Notes (4) 1 1,191,076 1,254,000 1,190,782 1,266,000 2025 Notes (4) 1 445,976 468,000 445,856 469,125 2026 Notes (4) 1 940,516 978,500 940,412 985,625 (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. |
DERIVATIVES AND HEDGING ACTIV31
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The following table summarizes the Company's interest rate swap agreements: Aggregate Notional Amount (in millions) Start Date End Date Related Debt Conversion of Related Variable Rate Debt to Fixed Rate of: $500 12/30/2016 12/31/2021 Tranche F Term Loans 4.9% (1.9% plus the 3% margin percentage) $1,000 6/28/2019 6/30/2021 Tranche F Term Loans 4.8% (1.8% plus the 3% margin percentage) $750 3/31/2016 6/30/2020 Tranche D Term Loans 5.8% (2.8% plus the 3% margin percentage) $1,000 9/30/2014 6/30/2019 Tranche C Term Loans 5.4% (2.4% plus the 3% margin percentage) The following table summarizes the Company's interest rate cap agreements: Aggregate Notional Amount Start Date End Date Related Debt Offsets Variable Rate Debt Attributable to Fluctuations Above: $400 12/30/2016 12/31/2021 Tranche F Term Loans Three month LIBO rate of 2.5% $400 6/30/2016 6/30/2021 Tranche F Term Loans Three month LIBO rate of 2.0% $750 9/30/2015 6/30/2020 Tranche E Term Loans Three month LIBO rate of 2.5% |
Schedule of Interest Rate Derivatives | As of December 31, 2016 and January 2, 2016 , there were no amounts subject to an enforceable master netting arrangement or similar agreement that have not been offset in the condensed consolidated balance sheet. December 31, 2016 September 30, 2016 Asset Liability Asset Liability Interest rate cap agreements $ 19,879 $ — $ 4,232 $ — Interest rate swap agreements 15,213 (47,503 ) — (83,015 ) Total 35,092 (47,503 ) 4,232 (83,015 ) Effect of counterparty netting (8,103 ) 8,103 — — Net derivatives as classified in the balance sheet (1) $ 26,989 $ (39,400 ) $ 4,232 $ (83,015 ) (1) Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements. |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Net Sales by Reportable Segments | The following table presents net sales by reportable segment (in thousands): Thirteen Week Periods Ended December 31, 2016 January 2, 2016 Net sales to external customers Power & Control $ 441,074 $ 347,209 Airframe 348,664 331,138 Non-aviation 24,280 23,348 $ 814,018 $ 701,695 |
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 December 31, 2016 January 2, 2016 EBITDA As Defined Power & Control $ 216,782 $ 161,776 Airframe 170,511 155,088 Non-aviation 8,602 6,386 Total segment EBITDA As Defined 395,895 323,250 Unallocated corporate expenses 10,945 3,837 Total Company EBITDA As Defined 384,950 319,413 Depreciation and amortization expense 38,048 26,201 Interest expense - net 146,004 111,983 Acquisition-related costs 18,568 7,225 Stock compensation expense 10,020 10,681 Refinancing costs 32,084 — Other, net 1,305 (735 ) Income before income taxes $ 138,921 $ 164,058 |
Total Assets by Segment | The following table presents total assets by segment (in thousands): December 31, 2016 September 30, 2016 Total assets Power & Control $ 5,112,841 $ 5,184,303 Airframe 3,862,912 3,922,532 Non-aviation 130,918 131,319 Corporate 930,451 1,488,123 $ 10,037,122 $ 10,726,277 |
ACCUMULATED OTHER COMPREHENSI33
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the components of accumulated other comprehensive loss, net of taxes, for the thirteen week period ended December 31, 2016 (in thousands): Unrealized (loss) gains on derivatives designated and qualifying as cash flow hedges (1) Defined benefit pension plan activity Currency translation adjustment Total Balance at September 30, 2016 $ (61,140 ) $ (24,297 ) $ (64,350 ) $ (149,787 ) Current-period other comprehensive gain (loss) 38,176 — (28,052 ) 10,124 Amounts reclassified from AOCI related to interest rate cap agreements 599 — — 599 Balance at December 31, 2016 $ (22,365 ) $ (24,297 ) $ (92,402 ) $ (139,064 ) (1) Unrealized loss represents interest rate swap and cap agreements, net of taxes of $(23,117) and $(5,092) for the thirteen week period s ended December 31, 2016 and January 2, 2016 , respectively. |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] | A summary of reclassifications out of accumulated other comprehensive loss for the thirteen week period ended December 31, 2016 is provided below (in thousands): Description of reclassifications out of accumulated other comprehensive loss Amount reclassified Amortization from redesignated interest rate cap agreements (1) $ 956 Deferred tax benefit from redesignated interest rate cap agreements (357 ) Losses reclassified into earnings, net of tax $ 599 (1) This component of accumulated other comprehensive loss is included in interest expense (see Note 11, “Derivatives and Hedging Activity,” for additional information). |
SUPPLEMENTAL GUARANTOR INFORM34
SUPPLEMENTAL GUARANTOR INFORMATION (Tables) | 3 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Supplemental Condensed Consolidating Balance Sheet | TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,890 $ 811,204 $ 5,511 $ 149,755 $ — $ 972,360 Trade accounts receivable - Net — — — 519,637 (6,853 ) 512,784 Inventories - Net — 42,967 568,563 105,026 (1,175 ) 715,381 Prepaid expenses and other — 4,271 22,852 7,770 — 34,893 Total current assets 5,890 858,442 596,926 782,188 (8,028 ) 2,235,418 INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES (1,880,515 ) 9,624,981 6,454,771 874,346 (15,073,583 ) — PROPERTY, PLANT AND EQUIPMENT -Net — 15,775 254,907 43,875 — 314,557 GOODWILL — 68,593 4,968,284 650,371 — 5,687,248 OTHER INTANGIBLE ASSETS - Net — 24,927 1,459,995 250,409 — 1,735,331 OTHER — 33,079 24,525 6,964 — 64,568 TOTAL ASSETS $ (1,874,625 ) $ 10,625,797 $ 13,759,408 $ 2,608,153 $ (15,081,611 ) $ 10,037,122 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ — $ 64,157 $ — $ — $ — $ 64,157 Short-term borrowings - trade receivable securitization facility — — — 199,840 — 199,840 Accounts payable — 12,730 91,691 32,282 (7,193 ) 129,510 Accrued liabilities — 125,976 126,990 52,445 305,411 Total current liabilities — 202,863 218,681 284,567 (7,193 ) 698,918 LONG-TERM DEBT — 10,555,947 — — — 10,555,947 DEFERRED INCOME TAXES — 457,699 (544 ) 58,511 — 515,666 OTHER NON-CURRENT LIABILITIES — 40,023 66,615 34,578 — 141,216 Total liabilities — 11,256,532 284,752 377,656 (7,193 ) 11,911,747 STOCKHOLDERS’ (DEFICIT) EQUITY (1,874,625 ) (630,735 ) 13,474,656 2,230,497 (15,074,418 ) (1,874,625 ) TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ (1,874,625 ) $ 10,625,797 $ 13,759,408 $ 2,608,153 $ (15,081,611 ) $ 10,037,122 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 13,560 $ 1,421,251 $ 8,808 $ 143,375 $ — $ 1,586,994 Trade accounts receivable - Net — — 26,210 561,124 (10,995 ) 576,339 Inventories - Net — 42,309 586,648 96,229 (1,175 ) 724,011 Prepaid expenses and other — 8,209 27,381 7,763 — 43,353 Total current assets 13,560 1,471,769 649,047 808,491 (12,170 ) 2,930,697 INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES (665,050 ) 9,671,019 6,182,809 861,647 (16,050,425 ) — PROPERTY, PLANT AND EQUIPMENT - Net — 15,991 250,544 44,045 — 310,580 GOODWILL — 68,593 4,952,950 657,909 — 5,679,452 OTHER INTANGIBLE ASSETS - Net — 24,801 1,483,285 256,257 — 1,764,343 OTHER — 10,319 24,063 6,823 — 41,205 TOTAL ASSETS $ (651,490 ) $ 11,262,492 $ 13,542,698 $ 2,635,172 $ (16,062,595 ) $ 10,726,277 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ — $ 52,645 $ — $ — $ — $ 52,645 Short-term borrowings - trade receivable securitization facility — — — 199,771 — 199,771 Accounts payable — 15,347 120,455 31,560 (11,287 ) 156,075 Accrued liabilities — 159,909 123,646 60,557 344,112 Total current liabilities — 227,901 244,101 291,888 (11,287 ) 752,603 LONG-TERM DEBT — 9,943,191 — — — 9,943,191 DEFERRED INCOME TAXES — 434,013 (544 ) 58,786 — 492,255 OTHER NON-CURRENT LIABILITIES — 82,677 70,124 36,917 — 189,718 Total liabilities — 10,687,782 313,681 387,591 (11,287 ) 11,377,767 STOCKHOLDERS’ (DEFICIT) EQUITY (651,490 ) 574,710 13,229,017 2,247,581 (16,051,308 ) (651,490 ) TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ (651,490 ) $ 11,262,492 $ 13,542,698 $ 2,635,172 $ (16,062,595 ) $ 10,726,277 |
Supplemental Condensed Consolidating Income Statement | TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME FOR THE THIRTEEN WEEK PERIOD ENDED DECEMBER 31, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated NET SALES $ — $ 30,617 $ 682,919 $ 115,766 $ (15,284 ) $ 814,018 COST OF SALES — 17,253 299,661 68,133 (15,284 ) 369,763 GROSS PROFIT — 13,364 383,258 47,633 — 444,255 SELLING AND ADMINISTRATIVE EXPENSES — 24,320 62,699 14,696 — 101,715 AMORTIZATION OF INTANGIBLE ASSETS — 189 23,308 2,034 — 25,531 (LOSS) INCOME FROM OPERATIONS — (11,145 ) 297,251 30,903 — 317,009 INTEREST EXPENSE (INCOME) - Net — 148,188 137 (2,321 ) — 146,004 REFINANCING COSTS — 32,084 — — — 32,084 EQUITY IN INCOME OF SUBSIDIARIES (118,871 ) (294,988 ) — — 413,859 — INCOME BEFORE INCOME TAXES 118,871 103,571 297,114 33,224 (413,859 ) 138,921 INCOME TAX (BENEFIT) PROVISION — (15,300 ) 34,606 744 — 20,050 NET INCOME $ 118,871 $ 118,871 $ 262,508 $ 32,480 $ (413,859 ) $ 118,871 OTHER COMPREHENSIVE LOSS, NET OF TAX 10,723 38,772 14,619 (69,304 ) 15,913 10,723 TOTAL COMPREHENSIVE INCOME $ 129,594 $ 157,643 $ 277,127 $ (36,824 ) $ (397,946 ) $ 129,594 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME FOR THE THIRTEEN WEEK PERIOD ENDED JANUARY 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 REFINANCING COSTS — — — — — — EQUITY IN INCOME OF SUBSIDIARIES (129,441 ) (205,973 ) — — 335,414 — INCOME BEFORE INCOME TAXES 129,441 88,827 256,825 24,379 (335,414 ) 164,058 INCOME TAX (BENEFIT) PROVISION — (40,614 ) 78,532 (3,301 ) — 34,617 NET INCOME $ 129,441 $ 129,441 $ 178,293 $ 27,680 $ (335,414 ) $ 129,441 OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX (92 ) 6,241 (3,564 ) (11,758 ) 9,081 (92 ) TOTAL COMPREHENSIVE INCOME $ 129,349 $ 135,682 $ 174,729 $ 15,922 $ (326,333 ) $ 129,349 |
Supplemental Condensed Consolidating Cash Flow Statement | TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THIRTEEN WEEK PERIOD ENDED DECEMBER 31, 2016 (Amounts in thousands) TransDigm Group TransDigm Inc. Subsidiary Guarantors Non- Guarantor Subsidiaries Eliminations Total Consolidated NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ — $ (208,567 ) $ 364,105 $ 70,301 $ (48 ) $ 225,791 INVESTING ACTIVITIES: Capital expenditures — (354 ) (19,835 ) (1,618 ) — (21,807 ) Payments made in connection with acquisitions - see Note 3 — (30,002 ) — — — (30,002 ) Net cash used in investing activities — (30,356 ) (19,835 ) (1,618 ) — (51,809 ) FINANCING ACTIVITIES: Intercompany activities 1,364,680 (958,757 ) (347,567 ) (58,404 ) 48 — Proceeds from exercise of stock options 3,648 — — — — 3,648 Special dividend and dividend equivalent payments (1,375,998 ) — — — — (1,375,998 ) Proceeds from 2017 term loans, net — 1,132,774 — — — 1,132,774 Repayment on term loans — (16,151 ) — — — (16,151 ) Cash tender and redemption of the 2021 Notes, including premium — (528,847 ) — — — (528,847 ) Other — (143 ) — — — (143 ) Net cash used in financing activities (7,670 ) (371,124 ) (347,567 ) (58,404 ) 48 (784,717 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS — — — (3,899 ) — (3,899 ) (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (7,670 ) (610,047 ) (3,297 ) 6,380 — (614,634 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 13,560 1,421,251 8,808 143,375 — 1,586,994 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,890 $ 811,204 $ 5,511 $ 149,755 $ — $ 972,360 TRANSDIGM GROUP INCORPORATED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THIRTEEN WEEK PERIOD ENDED JANUARY 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 $ — $ (31,101 ) $ 187,569 $ 21,989 $ 212 $ 178,669 INVESTING ACTIVITIES: Capital expenditures — (455 ) (8,043 ) (1,674 ) — (10,172 ) Net cash used in investing activities — (455 ) (8,043 ) (1,674 ) — (10,172 ) FINANCING ACTIVITIES: Intercompany activities 83,669 113,732 (183,088 ) (14,101 ) (212 ) — Proceeds from exercise of stock options 8,892 — — — — 8,892 Dividend equivalent payments (3,000 ) — — — — (3,000 ) Treasury stock repurchased (70,775 ) — — — — (70,775 ) Repayment on term loans — (10,960 ) — — — (10,960 ) Other — (87 ) — — — (87 ) Net cash provided by (used in) financing activities 18,786 102,685 (183,088 ) (14,101 ) (212 ) (75,930 ) 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 |
DESCRIPTION OF THE BUSINESS - N
DESCRIPTION OF THE BUSINESS - Narratives (Details) | Dec. 31, 2016 |
Accounting Policies [Abstract] | |
Percentage of ownership in subsidiary | 100.00% |
ACQUISITIONS - Narratives (Deta
ACQUISITIONS - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 23, 2016 | Jun. 23, 2016 | Jan. 04, 2016 | Dec. 31, 2016 | Jan. 02, 2016 |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 30,002 | $ 0 | |||
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 | ||||
Tactair | |||||
Business Acquisition [Line Items] | |||||
Business acquisition cost | $ 258,800 | ||||
Business Acquisition Purchase Price Adjustment | $ 2,700 | ||||
Tax benefits | $ 74,500 | ||||
Tax benefit recognition period (in years) | 15 years | ||||
Amount of goodwill expected to be tax deductible | $ 133,100 | ||||
Amount of goodwill expected to not be tax deductible | $ 10,500 | ||||
Data Device Corporation | |||||
Business Acquisition [Line Items] | |||||
Business acquisition cost | $ 997,700 | ||||
Business Acquisition Purchase Price Adjustment | 1,400 | ||||
Amount of goodwill expected to not be tax deductible | $ 765,113 | ||||
Breeze-Eastern | |||||
Business Acquisition [Line Items] | |||||
Business acquisition cost | $ 205,900 | ||||
Business Acquisition, Share Price | $ 19.61 | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 146,400 | ||||
Cash Acquired from Acquisition | 30,800 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | 34,900 | ||||
Business Combination, Consideration Transferred to Dissenting Shareholders | 28,700 | ||||
Loss Contingency Accrual, Provision | 6,200 | ||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 4,900 | ||||
Interest expense | 1,300 | ||||
Amount of goodwill expected to not be tax deductible | $ 115,100 | ||||
Accrual for Environmental Loss Contingencies | 25,000 | ||||
Accrued Liabilities | Breeze-Eastern | |||||
Business Acquisition [Line Items] | |||||
Accrual for Environmental Loss Contingencies | 4,800 | ||||
Other Noncurrent Liabilities | Breeze-Eastern | |||||
Business Acquisition [Line Items] | |||||
Accrual for Environmental Loss Contingencies | $ 20,200 |
ACQUISITIONS - Business Combina
ACQUISITIONS - Business Combinations Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Data Device Corporation $ in Thousands | Jun. 23, 2016USD ($) |
Business Acquisition [Line Items] | |
Current assets, excluding cash acquired | $ 100,647 |
Property, plant, and equipment | 20,818 |
Intangible assets | 229,300 |
Goodwill | 765,113 |
Other | 2,036 |
Total assets acquired | 1,117,914 |
Current liabilities | 19,472 |
Other noncurrent liabilities | 100,787 |
Total liabilities assumed | 120,259 |
Net assets acquired | $ 997,655 |
RECENT ACCOUNTING PRONOUNCEME38
RECENT ACCOUNTING PRONOUNCEMENTS - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Income tax benefit | $ (20,050) | $ (34,617) |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Basic Earnings Per Share | $ 0.26 | |
Adjustments for New Accounting Principle, Early Adoption, Effect | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Income tax benefit | $ 14,500 |
EARNINGS RELEASE PER SHARE (T39
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 | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Numerator for earnings per share: | ||
Net income | $ 118,871 | $ 129,441 |
Less dividends paid on participating securities | (95,971) | (3,000) |
Net income applicable to common stock - basic and diluted | $ 22,900 | $ 126,441 |
Denominator for basic and diluted earnings per share under the two-class method, in shares: | ||
Weighted average common shares outstanding | 53,365 | 53,706 |
Vested options deemed participating securities | 3,159 | 3,099 |
Basic and diluted (in shares) | 56,524 | 56,805 |
Basic and diluted earnings per share (in dollars per share) | $ 0.41 | $ 2.23 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and purchased component parts | $ 485,842 | $ 464,410 |
Work-in-progress | 181,676 | 188,417 |
Finished goods | 135,271 | 153,253 |
Total | 802,789 | 806,080 |
Reserves for excess and obsolete inventory | (87,408) | (82,069) |
Inventories - Net | $ 715,381 | $ 724,011 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 2,094,792 | $ 2,098,270 |
Intangible Assets, Accumulated Amortization | 359,461 | 333,927 |
Total | 1,735,331 | 1,764,343 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,277,928 | 1,279,335 |
Accumulated Amortization | 304,238 | 288,429 |
Net | 973,690 | 990,906 |
Order backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 55,341 | 55,341 |
Accumulated Amortization | 38,791 | 29,641 |
Net | 16,550 | 25,700 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,347 | 43,331 |
Accumulated Amortization | 16,432 | 15,857 |
Net | 26,915 | 27,474 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill), Gross | 718,176 | 720,263 |
Indefinite-Lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Intangible Assets (Excluding Goodwill), Net | $ 718,176 | $ 720,263 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of changes in carrying value of Goodwill (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 5,679,452 |
Goodwill, Acquired During Period | 0 |
Purchase price allocation adjustments | 15,334 |
Currency translation adjustment | (7,538) |
Balance at end of period | 5,687,248 |
Power & Control | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 3,247,490 |
Goodwill, Acquired During Period | 0 |
Purchase price allocation adjustments | 15,334 |
Currency translation adjustment | 0 |
Balance at end of period | 3,262,824 |
Airframe | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 2,376,593 |
Goodwill, Acquired During Period | 0 |
Purchase price allocation adjustments | 0 |
Currency translation adjustment | (7,538) |
Balance at end of period | 2,369,055 |
Non- aviation | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 55,369 |
Goodwill, Acquired During Period | 0 |
Purchase price allocation adjustments | 0 |
Currency translation adjustment | 0 |
Balance at end of period | $ 55,369 |
INTANGIBLE ASSETS - Narratives
INTANGIBLE ASSETS - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 25,531 | $ 16,323 |
Estimated Amortization Expense, 2017 | 91,200 | |
Estimated Amortization Expense, 2018 | 65,500 | |
Estimated Amortization Expense, 2019 | 65,500 | |
Estimated Amortization Expense, 2020 | 65,500 | |
Estimated Amortization Expense, 2021 | 65,500 | |
Estimated Amortization Expense, 2022 | $ 65,500 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | |||
Gross Amount | $ 10,722,557 | $ 10,088,708 | |
Debt Issuance Costs | (85,934) | (81,433) | |
Original Issue Discount | (16,519) | (11,439) | |
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 | |
Total debt outstanding | 10,620,104 | 9,995,836 | |
Long-term Debt, Current Maturities, Net | 64,157 | 52,645 | |
Long-term Debt, Excluding Current Maturities, Gross | 10,657,954 | 10,035,634 | |
Deferred Finance Costs, Excluding Current Maturities | (85,488) | (81,004) | |
Debt Instrument, Unamortized Discount, Excluding Current Maturities | (16,519) | (11,439) | |
Long-term debt | 10,555,947 | 9,943,191 | |
Term loans | |||
Debt Instrument [Line Items] | |||
Gross Amount | 6,422,557 | 5,288,708 | |
Debt Issuance Costs | (51,446) | (42,662) | |
Original Issue Discount | (16,519) | (11,439) | |
Total debt outstanding | [1] | $ 6,354,592 | $ 5,234,607 |
Senior Subordinated Notes | 5 1/2% senior subordinated notes due 2020 (2020 Notes) | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.50% | 5.50% | |
Gross Amount | $ 550,000 | $ 550,000 | |
Debt Issuance Costs | (4,035) | (4,299) | |
Original Issue Discount | 0 | 0 | |
Total debt outstanding | [1] | 545,965 | $ 545,701 |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | |||
Debt Instrument [Line Items] | |||
Interest rate | 7.50% | ||
Gross Amount | 0 | $ 500,000 | |
Debt Issuance Costs | 0 | (3,141) | |
Original Issue Discount | 0 | 0 | |
Total debt outstanding | [1] | $ 0 | $ 496,859 |
Senior Subordinated Notes | 6% senior subordinated notes due 2022 (2022 Notes) | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.00% | 6.00% | |
Gross Amount | $ 1,150,000 | $ 1,150,000 | |
Debt Issuance Costs | (8,021) | (8,381) | |
Original Issue Discount | 0 | 0 | |
Total debt outstanding | [1] | $ 1,141,979 | $ 1,141,619 |
Senior Subordinated Notes | 6 1/2% senior subordinated notes due 2024 (2024 Notes) | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.50% | 6.50% | |
Gross Amount | $ 1,200,000 | $ 1,200,000 | |
Debt Issuance Costs | (8,924) | (9,218) | |
Original Issue Discount | 0 | 0 | |
Total debt outstanding | [1] | $ 1,191,076 | $ 1,190,782 |
Senior Subordinated Notes | 6 1/2% senior subordinated notes due 2025 (2025 Notes) | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.50% | 6.50% | |
Gross Amount | $ 450,000 | $ 450,000 | |
Debt Issuance Costs | (4,024) | (4,144) | |
Original Issue Discount | 0 | 0 | |
Total debt outstanding | [1] | $ 445,976 | $ 445,856 |
Senior Subordinated Notes | 6 3/8% senior subordinated notes due 2026 (2026 Notes) | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.375% | 6.375% | |
Gross Amount | $ 950,000 | $ 950,000 | |
Debt Issuance Costs | (9,484) | (9,588) | |
Original Issue Discount | 0 | 0 | |
Total debt outstanding | [1] | 940,516 | 940,412 |
Asset-backed Securities | |||
Debt Instrument [Line Items] | |||
Short-term borrowings—trade receivable securitization facility, Gross | 200,000 | 200,000 | |
Debt Issuance Costs | (160) | (229) | |
Original Issue Discount | 0 | 0 | |
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 | |
Less current portion | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs | (446) | (429) | |
Original Issue Discount | 0 | 0 | |
Long-term Debt, Current Maturities, Gross | 64,603 | 53,074 | |
Long-term Debt, Current Maturities, Net | $ 64,157 | $ 52,645 | |
[1] | 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. |
DEBT - Narratives (Details)
DEBT - Narratives (Details) - USD ($) | Nov. 28, 2016 | Dec. 31, 2016 | Jan. 02, 2016 | Oct. 27, 2016 | Oct. 14, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||||||
Refinancing Costs | $ 32,084,000 | $ 0 | ||||
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Repurchased Face Amount | $ 342,000,000 | $ 158,000,000 | ||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 105.625% | |||||
Debt Instrument, Repurchase Amount | 1,060.50 | |||||
Debt Instrument, Redemption Price, Principal Amount Redeemed | 1,000 | |||||
Debt Instrument, Fee Amount | $ 30 | |||||
Debt Instrument, Face Amount | 500,000,000 | |||||
Write off of Deferred Debt Issuance Cost | 3,100,000 | |||||
Interest rate | 7.50% | |||||
Refinancing Costs | 31,900,000 | |||||
Redemption Premium | 28,800,000 | |||||
Term loans | Initial Additional Tranche F Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 650,000,000 | |||||
Term loans | Delayed Draw Tranche F Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||
Term loans | Tranche F | ||||||
Debt Instrument [Line Items] | ||||||
Refinancing Costs | $ 200,000 |
INCOME TAXES - Narratives (Deta
INCOME TAXES - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 14.40% | 21.10% | |
Unrecognized tax benefits | $ 7.4 | $ 8.7 | |
Tax rate effect | 7.2 | $ 8.5 | |
Reduction in tax position in next 12 months | $ 1.3 |
FAIR VALUE MEASUREMENTS - Carry
FAIR VALUE MEASUREMENTS - Carrying Amounts and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Jan. 02, 2016 | Sep. 30, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Cash and cash equivalents | $ 972,360 | $ 1,586,994 | $ 805,291 | $ 714,033 | |
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 | |||
Long-term Debt | 10,620,104 | 9,995,836 | |||
Other Noncurrent Assets | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest Rate Cash Flow Hedge Asset at Carrying Value | [1] | 19,879 | 4,232 | ||
Interest rate cap agreements | [1] | 7,110 | 0 | ||
Accrued Liabilities | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate swap agreements | [2] | 28,168 | 29,191 | ||
Other Noncurrent Liabilities | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate swap agreements | [3] | 11,232 | 53,824 | ||
Term loans | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 6,354,592 | 5,234,607 | ||
Level 1 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Cash and cash equivalents, Fair Value | 972,360 | 1,586,994 | |||
Level 2 | Other Noncurrent Assets | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate cap agreements, Fair Value | [1] | 19,879 | 4,232 | ||
Interest Rate Swap Asset at Fair Value | [1] | 7,110 | 0 | ||
Level 2 | Accrued Liabilities | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate swap agreements, Fair Value | [2] | 28,168 | 29,191 | ||
Level 2 | Other Noncurrent Liabilities | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest rate swap agreements, Fair Value | [3] | 11,232 | 53,824 | ||
Level 2 | Term loans | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 6,447,080 | 5,284,037 | |||
5 1/2% senior subordinated notes due 2020 (2020 Notes) | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 545,965 | 545,701 | ||
5 1/2% senior subordinated notes due 2020 (2020 Notes) | Level 1 | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 563,750 | 566,500 | |||
7 1/2% senior subordinated notes due 2021 (2021 Notes) | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 0 | 496,859 | ||
7 1/2% senior subordinated notes due 2021 (2021 Notes) | Level 1 | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 0 | 530,000 | |||
6% senior subordinated notes due 2022 (2022 Notes) | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 1,141,979 | 1,141,619 | ||
6% senior subordinated notes due 2022 (2022 Notes) | Level 1 | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 1,190,250 | 1,214,688 | |||
6 1/2% senior subordinated notes due 2024 (2024 Notes) | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 1,191,076 | 1,190,782 | ||
6 1/2% senior subordinated notes due 2024 (2024 Notes) | Level 1 | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 1,254,000 | 1,266,000 | |||
6 1/2% senior subordinated notes due 2025 (2025 Notes) | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 445,976 | 445,856 | ||
6 1/2% senior subordinated notes due 2025 (2025 Notes) | Level 1 | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 468,000 | 469,125 | |||
6 3/8% senior subordinated notes due 2026 (2026 Notes) | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt | [4] | 940,516 | 940,412 | ||
6 3/8% senior subordinated notes due 2026 (2026 Notes) | Level 1 | Senior Subordinated Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term debt, including current portion, Fair Value | 978,500 | 985,625 | |||
Asset-backed Securities | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 | |||
Asset-backed Securities | Level 1 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Short-term borrowings - trade receivable securitization facility, Fair Value | $ 199,840 | $ 199,771 | |||
[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. |
DERIVATIVES AND HEDGING ACTIV48
DERIVATIVES AND HEDGING ACTIVITIES - Schedule of Notional Amounts of Outstanding Derivatives (Details) | Dec. 31, 2016USD ($) |
Incremental Tranche F | Interest Rate Swap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 500,000,000 |
Derivative, Fixed Interest Rate | 4.90% |
Derivative, Variable Interest Rate | 1.90% |
Derivative, Basis Spread on Variable Rate | 3.00% |
Incremental Tranche F | Interest Rate Cap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 400,000,000 |
Derivative, Cap Interest Rate | 2.50% |
Tranche F | Interest Rate Swap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 1,000,000,000 |
Derivative, Fixed Interest Rate | 4.80% |
Derivative, Variable Interest Rate | 1.80% |
Derivative, Basis Spread on Variable Rate | 3.00% |
Tranche F | Interest Rate Cap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 400,000,000 |
Derivative, Cap Interest Rate | 2.00% |
Tranche E | Interest Rate Cap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 750,000,000 |
Derivative, Cap Interest Rate | 2.50% |
Tranche D | Interest Rate Swap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 750,000,000 |
Derivative, Fixed Interest Rate | 5.80% |
Derivative, Variable Interest Rate | 2.80% |
Derivative, Basis Spread on Variable Rate | 3.00% |
Tranche C | Interest Rate Swap | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 1,000,000,000 |
Derivative, Fixed Interest Rate | 5.40% |
Derivative, Variable Interest Rate | 2.40% |
Derivative, Basis Spread on Variable Rate | 3.00% |
DERIVATIVES AND HEDGING ACTIV49
DERIVATIVES AND HEDGING ACTIVITIES - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | |
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | $ 35,092 | $ 4,232 | |
Derivative Asset, Fair Value, Gross Liability | (47,503) | (83,015) | |
Derivative Asset, Collateral, Obligation to Return Cash, Offset | (8,103) | 0 | |
Derivative Liability, Collateral, Right to Reclaim Cash, Offset | 8,103 | 0 | |
Derivative Asset | [1] | 26,989 | 4,232 |
Derivative Liability | [1] | (39,400) | (83,015) |
Interest Rate Cap | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 19,879 | 4,232 | |
Derivative Asset, Fair Value, Gross Liability | 0 | 0 | |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative Asset, Fair Value, Gross Asset | 15,213 | 0 | |
Derivative Asset, Fair Value, Gross Liability | $ (47,503) | $ (83,015) | |
[1] | Refer to Note 10, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements. |
DERIVATIVES AND HEDGING ACTIV50
DERIVATIVES AND HEDGING ACTIVITIES - Narratives (Details) | 3 Months Ended | |
Dec. 31, 2016USD ($) | ||
Interest Rate Swap and Cap | ||
Derivative [Line Items] | ||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer | 12 months | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | $ 32,000,000 | |
Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Gross Amount to be Transferred | 13,700,000 | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Tax to be Transferred | 5,100,000 | |
Tranche F | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 400,000,000 | |
Derivative, Cap Interest Rate | 2.00% | |
Tranche E | Interest Rate Cap | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 750,000,000 | |
Derivative, Cap Interest Rate | 2.50% | |
Unrealized (loss) gains on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income | ||
Derivative [Line Items] | ||
Interest expense | $ 956,000 | [1] |
[1] | This component of accumulated other comprehensive loss is included in interest expense (see Note 11, “Derivatives and Hedging Activity,” for additional information). |
SEGMENTS - Narratives (Details)
SEGMENTS - Narratives (Details) | 3 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 3 |
SEGMENTS - Net Sales by Reporta
SEGMENTS - Net Sales by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 814,018 | $ 701,695 |
Operating Segments | Power & Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 441,074 | 347,209 |
Operating Segments | Airframe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 348,664 | 331,138 |
Operating Segments | Non- aviation | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 24,280 | $ 23,348 |
SEGMENTS - EBITDA Defined by Se
SEGMENTS - EBITDA Defined by Segment to Consolidated Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
EBITDA As Defined | $ 384,950 | $ 319,413 |
Interest expense - net | 146,004 | 111,983 |
Stock compensation expense | 10,020 | 10,681 |
Refinancing Costs | 32,084 | 0 |
Income before income taxes | 138,921 | 164,058 |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
EBITDA As Defined | 395,895 | 323,250 |
Operating Segments | Power & Control | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
EBITDA As Defined | 216,782 | 161,776 |
Operating Segments | Airframe | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
EBITDA As Defined | 170,511 | 155,088 |
Operating Segments | Non- aviation | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
EBITDA As Defined | 8,602 | 6,386 |
Corporate, Non-Segment | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
EBITDA As Defined | 10,945 | 3,837 |
Segment Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Depreciation and amortization expense | 38,048 | 26,201 |
Interest expense - net | 146,004 | 111,983 |
Acquisition-related costs | 18,568 | 7,225 |
Stock compensation expense | 10,020 | 10,681 |
Refinancing Costs | 32,084 | 0 |
Other, net | $ 1,305 | $ (735) |
SEGMENTS - Total Assets by Segm
SEGMENTS - Total Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 10,037,122 | $ 10,726,277 |
Operating Segments | Power & Control | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 5,112,841 | 5,184,303 |
Operating Segments | Airframe | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 3,862,912 | 3,922,532 |
Operating Segments | Non- aviation | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 130,918 | 131,319 |
Corporate, Non-Segment | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 930,451 | $ 1,488,123 |
ACCUMULATED OTHER COMPREHENSI55
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Equity [Abstract] | ||
Other Comprehensive Loss, Derivatives Qualifying as Hedges, Tax | $ (23,117) | $ (5,092) |
ACCUMULATED OTHER COMPREHENSI56
ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Accumulated Other Comprehensive Loss (Details) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016USD ($) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | $ (149,787) | |
Current-period other comprehensive gain (loss) | 10,124 | |
Amounts reclassified from AOCI related to interest rate cap agreements | 599 | |
Balance at end of period | (139,064) | |
Unrealized (loss) gains on derivatives designated and qualifying as cash flow hedges (1) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (61,140) | [1] |
Current-period other comprehensive gain (loss) | 38,176 | [1] |
Amounts reclassified from AOCI related to interest rate cap agreements | 599 | [1] |
Balance at end of period | (22,365) | [1] |
Defined benefit pension plan activity | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (24,297) | |
Current-period other comprehensive gain (loss) | 0 | |
Amounts reclassified from AOCI related to interest rate cap agreements | 0 | |
Balance at end of period | (24,297) | |
Currency translation adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (64,350) | |
Current-period other comprehensive gain (loss) | (28,052) | |
Amounts reclassified from AOCI related to interest rate cap agreements | 0 | |
Balance at end of period | $ (92,402) | |
[1] | Unrealized loss represents interest rate swap and cap agreements, net of taxes of $(23,117) and $(5,092) for the thirteen week periods ended December 31, 2016 and January 2, 2016, respectively. |
ACCUMULATED OTHER COMPREHENSI57
ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Amounts Recognized in Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2016 | Jan. 02, 2016 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Deferred tax benefit from redesignated interest rate cap agreements | $ 20,050 | $ 34,617 | |
Unrealized (loss) gains on derivatives designated and qualifying as cash flow hedges (1) | Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Amortization from redesignated interest rate cap agreements (1) | [1] | 956 | |
Deferred tax benefit from redesignated interest rate cap agreements | (357) | ||
Losses reclassified into earnings, net of tax | $ 599 | ||
[1] | This component of accumulated other comprehensive loss is included in interest expense (see Note 11, “Derivatives and Hedging Activity,” for additional information). |
SPECIAL DIVIDEND AND DIVIDEND58
SPECIAL DIVIDEND AND DIVIDEND EQUIVALENT PAYMENTS - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 14, 2016 | Dec. 31, 2016 | Jan. 02, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 24 | ||
Payments of Dividends | $ 1,375,998 | $ 3,000 | |
2017 declared dividend | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Payments of Dividends | 1,280,100 | ||
Dividends, Share-based Compensation, Cash | 76,400 | ||
2013 and 2014 declared dividend | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividends, Share-based Compensation, Cash | $ 19,500 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) | 1 Months Ended | |||
Jan. 31, 2017 | Feb. 08, 2017 | Jan. 26, 2017 | Jan. 21, 2016 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Treasury Stock, Shares, Acquired | 666,755 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 150,000,000 | |||
Treasury Stock Acquired, Average Cost Per Share | $ 224.97 | |||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 212,900,000 | |||
January 21, 2016 Stock Repurchase Program | ||||
Subsequent Event [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $ 450,000,000 | |||
January 26, 2017 Stock Repurchase Program | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock Repurchase Program, Authorized Amount | $ 472,000,000 | |||
Stock Repurchase Program, Increased Authorized Amount | $ 22,000,000 |
SUPPLEMENTAL GUARANTOR INFORM60
SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 30, 2016 | Jan. 02, 2016 | Sep. 30, 2015 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 972,360 | $ 1,586,994 | $ 805,291 | $ 714,033 |
Trade accounts receivable - Net | 512,784 | 576,339 | ||
Inventories - Net | 715,381 | 724,011 | ||
Prepaid expenses and other | 34,893 | 43,353 | ||
Total current assets | 2,235,418 | 2,930,697 | ||
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES | 0 | 0 | ||
PROPERTY, PLANT AND EQUIPMENT - Net | 314,557 | 310,580 | ||
GOODWILL | 5,687,248 | 5,679,452 | ||
OTHER INTANGIBLE ASSETS - Net | 1,735,331 | 1,764,343 | ||
OTHER | 64,568 | 41,205 | ||
TOTAL ASSETS | 10,037,122 | 10,726,277 | ||
Current portion of long-term debt | 64,157 | 52,645 | ||
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 | ||
Accounts payable | 129,510 | 156,075 | ||
Accrued liabilities | 305,411 | 344,112 | ||
Total current liabilities | 698,918 | 752,603 | ||
LONG-TERM DEBT | 10,555,947 | 9,943,191 | ||
DEFERRED INCOME TAXES | 515,666 | 492,255 | ||
OTHER NON-CURRENT LIABILITIES | 141,216 | 189,718 | ||
Total liabilities | 11,911,747 | 11,377,767 | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | (1,874,625) | (651,490) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | 10,037,122 | 10,726,277 | ||
Eliminations | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Trade accounts receivable - Net | (6,853) | (10,995) | ||
Inventories - Net | (1,175) | (1,175) | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | (8,028) | (12,170) | ||
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES | (15,073,583) | (16,050,425) | ||
PROPERTY, PLANT AND EQUIPMENT - Net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
OTHER INTANGIBLE ASSETS - Net | 0 | 0 | ||
OTHER | 0 | 0 | ||
TOTAL ASSETS | (15,081,611) | (16,062,595) | ||
Current portion of long-term debt | 0 | 0 | ||
Short-term borrowings - trade receivable securitization facility | 0 | 0 | ||
Accounts payable | (7,193) | (11,287) | ||
Accrued liabilities | ||||
Total current liabilities | (7,193) | (11,287) | ||
LONG-TERM DEBT | 0 | 0 | ||
DEFERRED INCOME TAXES | 0 | 0 | ||
OTHER NON-CURRENT LIABILITIES | 0 | 0 | ||
Total liabilities | (7,193) | (11,287) | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | (15,074,418) | (16,051,308) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | (15,081,611) | (16,062,595) | ||
TransDigm Group | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 5,890 | 13,560 | 20,286 | 1,500 |
Trade accounts receivable - Net | 0 | 0 | ||
Inventories - Net | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | 5,890 | 13,560 | ||
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES | (1,880,515) | (665,050) | ||
PROPERTY, PLANT AND EQUIPMENT - Net | 0 | 0 | ||
GOODWILL | 0 | 0 | ||
OTHER INTANGIBLE ASSETS - Net | 0 | 0 | ||
OTHER | 0 | 0 | ||
TOTAL ASSETS | (1,874,625) | (651,490) | ||
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 | (1,874,625) | (651,490) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | (1,874,625) | (651,490) | ||
TransDigm Inc. | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 811,204 | 1,421,251 | 730,494 | 659,365 |
Trade accounts receivable - Net | 0 | 0 | ||
Inventories - Net | 42,967 | 42,309 | ||
Prepaid expenses and other | 4,271 | 8,209 | ||
Total current assets | 858,442 | 1,471,769 | ||
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES | 9,624,981 | 9,671,019 | ||
PROPERTY, PLANT AND EQUIPMENT - Net | 15,775 | 15,991 | ||
GOODWILL | 68,593 | 68,593 | ||
OTHER INTANGIBLE ASSETS - Net | 24,927 | 24,801 | ||
OTHER | 33,079 | 10,319 | ||
TOTAL ASSETS | 10,625,797 | 11,262,492 | ||
Current portion of long-term debt | 64,157 | 52,645 | ||
Short-term borrowings - trade receivable securitization facility | 0 | 0 | ||
Accounts payable | 12,730 | 15,347 | ||
Accrued liabilities | 125,976 | 159,909 | ||
Total current liabilities | 202,863 | 227,901 | ||
LONG-TERM DEBT | 10,555,947 | 9,943,191 | ||
DEFERRED INCOME TAXES | 457,699 | 434,013 | ||
OTHER NON-CURRENT LIABILITIES | 40,023 | 82,677 | ||
Total liabilities | 11,256,532 | 10,687,782 | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | (630,735) | 574,710 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | 10,625,797 | 11,262,492 | ||
Subsidiary Guarantors | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 5,511 | 8,808 | 4,349 | 7,911 |
Trade accounts receivable - Net | 0 | 26,210 | ||
Inventories - Net | 568,563 | 586,648 | ||
Prepaid expenses and other | 22,852 | 27,381 | ||
Total current assets | 596,926 | 649,047 | ||
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES | 6,454,771 | 6,182,809 | ||
PROPERTY, PLANT AND EQUIPMENT - Net | 254,907 | 250,544 | ||
GOODWILL | 4,968,284 | 4,952,950 | ||
OTHER INTANGIBLE ASSETS - Net | 1,459,995 | 1,483,285 | ||
OTHER | 24,525 | 24,063 | ||
TOTAL ASSETS | 13,759,408 | 13,542,698 | ||
Current portion of long-term debt | 0 | 0 | ||
Short-term borrowings - trade receivable securitization facility | 0 | 0 | ||
Accounts payable | 91,691 | 120,455 | ||
Accrued liabilities | 126,990 | 123,646 | ||
Total current liabilities | 218,681 | 244,101 | ||
LONG-TERM DEBT | 0 | 0 | ||
DEFERRED INCOME TAXES | (544) | (544) | ||
OTHER NON-CURRENT LIABILITIES | 66,615 | 70,124 | ||
Total liabilities | 284,752 | 313,681 | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | 13,474,656 | 13,229,017 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | 13,759,408 | 13,542,698 | ||
Non- Guarantor Subsidiaries | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 149,755 | 143,375 | $ 50,162 | $ 45,257 |
Trade accounts receivable - Net | 519,637 | 561,124 | ||
Inventories - Net | 105,026 | 96,229 | ||
Prepaid expenses and other | 7,770 | 7,763 | ||
Total current assets | 782,188 | 808,491 | ||
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES | 874,346 | 861,647 | ||
PROPERTY, PLANT AND EQUIPMENT - Net | 43,875 | 44,045 | ||
GOODWILL | 650,371 | 657,909 | ||
OTHER INTANGIBLE ASSETS - Net | 250,409 | 256,257 | ||
OTHER | 6,964 | 6,823 | ||
TOTAL ASSETS | 2,608,153 | 2,635,172 | ||
Current portion of long-term debt | 0 | 0 | ||
Short-term borrowings - trade receivable securitization facility | 199,840 | 199,771 | ||
Accounts payable | 32,282 | 31,560 | ||
Accrued liabilities | 52,445 | 60,557 | ||
Total current liabilities | 284,567 | 291,888 | ||
LONG-TERM DEBT | 0 | 0 | ||
DEFERRED INCOME TAXES | 58,511 | 58,786 | ||
OTHER NON-CURRENT LIABILITIES | 34,578 | 36,917 | ||
Total liabilities | 377,656 | 387,591 | ||
STOCKHOLDERS’ (DEFICIT) EQUITY | 2,230,497 | 2,247,581 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ 2,608,153 | $ 2,635,172 |
SUPPLEMENTAL GUARANTOR INFORM61
SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||
NET SALES | $ 814,018 | $ 701,695 |
COST OF SALES | 369,763 | 327,128 |
GROSS PROFIT | 444,255 | 374,567 |
SELLING AND ADMINISTRATIVE EXPENSES | 101,715 | 82,203 |
AMORTIZATION OF INTANGIBLE ASSETS | 25,531 | 16,323 |
(LOSS) INCOME FROM OPERATIONS | 317,009 | 276,041 |
INTEREST EXPENSE - Net | 146,004 | 111,983 |
REFINANCING COSTS | 32,084 | 0 |
EQUITY IN INCOME OF SUBSIDIARIES | 0 | 0 |
INCOME BEFORE INCOME TAXES | 138,921 | 164,058 |
INCOME TAX PROVISION | 20,050 | 34,617 |
NET INCOME | 118,871 | 129,441 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | 10,723 | (92) |
TOTAL COMPREHENSIVE INCOME | 129,594 | 129,349 |
Eliminations | ||
Condensed Income Statements, Captions [Line Items] | ||
NET SALES | (15,284) | (5,695) |
COST OF SALES | (15,284) | (5,695) |
GROSS PROFIT | 0 | 0 |
SELLING AND ADMINISTRATIVE EXPENSES | 0 | 0 |
AMORTIZATION OF INTANGIBLE ASSETS | 0 | 0 |
(LOSS) INCOME FROM OPERATIONS | 0 | 0 |
INTEREST EXPENSE - Net | 0 | 0 |
REFINANCING COSTS | 0 | 0 |
EQUITY IN INCOME OF SUBSIDIARIES | 413,859 | 335,414 |
INCOME BEFORE INCOME TAXES | (413,859) | (335,414) |
INCOME TAX PROVISION | 0 | 0 |
NET INCOME | (413,859) | (335,414) |
OTHER COMPREHENSIVE LOSS, NET OF TAX | 15,913 | 9,081 |
TOTAL COMPREHENSIVE INCOME | (397,946) | (326,333) |
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 - Net | 0 | 0 |
REFINANCING COSTS | 0 | 0 |
EQUITY IN INCOME OF SUBSIDIARIES | (118,871) | (129,441) |
INCOME BEFORE INCOME TAXES | 118,871 | 129,441 |
INCOME TAX PROVISION | 0 | 0 |
NET INCOME | 118,871 | 129,441 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | 10,723 | (92) |
TOTAL COMPREHENSIVE INCOME | 129,594 | 129,349 |
TransDigm Inc. | ||
Condensed Income Statements, Captions [Line Items] | ||
NET SALES | 30,617 | 26,689 |
COST OF SALES | 17,253 | 15,265 |
GROSS PROFIT | 13,364 | 11,424 |
SELLING AND ADMINISTRATIVE EXPENSES | 24,320 | 12,816 |
AMORTIZATION OF INTANGIBLE ASSETS | 189 | 363 |
(LOSS) INCOME FROM OPERATIONS | (11,145) | (1,755) |
INTEREST EXPENSE - Net | 148,188 | 115,391 |
REFINANCING COSTS | 32,084 | 0 |
EQUITY IN INCOME OF SUBSIDIARIES | (294,988) | (205,973) |
INCOME BEFORE INCOME TAXES | 103,571 | 88,827 |
INCOME TAX PROVISION | (15,300) | (40,614) |
NET INCOME | 118,871 | 129,441 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | 38,772 | 6,241 |
TOTAL COMPREHENSIVE INCOME | 157,643 | 135,682 |
Subsidiary Guarantors | ||
Condensed Income Statements, Captions [Line Items] | ||
NET SALES | 682,919 | 576,421 |
COST OF SALES | 299,661 | 252,748 |
GROSS PROFIT | 383,258 | 323,673 |
SELLING AND ADMINISTRATIVE EXPENSES | 62,699 | 53,940 |
AMORTIZATION OF INTANGIBLE ASSETS | 23,308 | 13,463 |
(LOSS) INCOME FROM OPERATIONS | 297,251 | 256,270 |
INTEREST EXPENSE - Net | 137 | (555) |
REFINANCING COSTS | 0 | 0 |
EQUITY IN INCOME OF SUBSIDIARIES | 0 | 0 |
INCOME BEFORE INCOME TAXES | 297,114 | 256,825 |
INCOME TAX PROVISION | 34,606 | 78,532 |
NET INCOME | 262,508 | 178,293 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | 14,619 | (3,564) |
TOTAL COMPREHENSIVE INCOME | 277,127 | 174,729 |
Non- Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
NET SALES | 115,766 | 104,280 |
COST OF SALES | 68,133 | 64,810 |
GROSS PROFIT | 47,633 | 39,470 |
SELLING AND ADMINISTRATIVE EXPENSES | 14,696 | 15,447 |
AMORTIZATION OF INTANGIBLE ASSETS | 2,034 | 2,497 |
(LOSS) INCOME FROM OPERATIONS | 30,903 | 21,526 |
INTEREST EXPENSE - Net | (2,321) | (2,853) |
REFINANCING COSTS | 0 | 0 |
EQUITY IN INCOME OF SUBSIDIARIES | 0 | 0 |
INCOME BEFORE INCOME TAXES | 33,224 | 24,379 |
INCOME TAX PROVISION | 744 | (3,301) |
NET INCOME | 32,480 | 27,680 |
OTHER COMPREHENSIVE LOSS, NET OF TAX | (69,304) | (11,758) |
TOTAL COMPREHENSIVE INCOME | $ (36,824) | $ 15,922 |
SUPPLEMENTAL GUARANTOR INFORM62
SUPPLEMENTAL GUARANTOR INFORMATION - Supplemental Condensed Consolidating Cash Flow Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2016 | Jan. 02, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ 225,791 | $ 178,669 |
Capital expenditures | (21,807) | (10,172) |
Payments made in connection with acquisitions - see Note 3 | (30,002) | 0 |
Net cash used in investing activities | (51,809) | (10,172) |
Intercompany activities | 0 | 0 |
Proceeds from exercise of stock options | 3,648 | 8,892 |
Special dividend and dividend equivalent payments | (1,375,998) | (3,000) |
Treasury stock purchased | 0 | (70,775) |
Other | (143) | (87) |
Net cash used in financing activities | (784,717) | (75,930) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (3,899) | (1,309) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (614,634) | 91,258 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,586,994 | 714,033 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 972,360 | 805,291 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (48) | 212 |
Capital expenditures | 0 | 0 |
Payments made in connection with acquisitions - see Note 3 | 0 | |
Net cash used in investing activities | 0 | 0 |
Intercompany activities | 48 | (212) |
Proceeds from exercise of stock options | 0 | 0 |
Special dividend and dividend equivalent payments | 0 | 0 |
Treasury stock purchased | 0 | |
Other | 0 | 0 |
Net cash used in financing activities | 48 | (212) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 0 | 0 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
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 | 0 | 0 |
Payments made in connection with acquisitions - see Note 3 | 0 | |
Net cash used in investing activities | 0 | 0 |
Intercompany activities | 1,364,680 | 83,669 |
Proceeds from exercise of stock options | 3,648 | 8,892 |
Special dividend and dividend equivalent payments | (1,375,998) | (3,000) |
Treasury stock purchased | (70,775) | |
Other | 0 | 0 |
Net cash used in financing activities | (7,670) | 18,786 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 0 | 0 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (7,670) | 18,786 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 13,560 | 1,500 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,890 | 20,286 |
TransDigm Inc. | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (208,567) | (31,101) |
Capital expenditures | (354) | (455) |
Payments made in connection with acquisitions - see Note 3 | (30,002) | |
Net cash used in investing activities | (30,356) | (455) |
Intercompany activities | (958,757) | 113,732 |
Proceeds from exercise of stock options | 0 | 0 |
Special dividend and dividend equivalent payments | 0 | 0 |
Treasury stock purchased | 0 | |
Other | (143) | (87) |
Net cash used in financing activities | (371,124) | 102,685 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 0 | 0 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (610,047) | 71,129 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,421,251 | 659,365 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 811,204 | 730,494 |
Subsidiary Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | 364,105 | 187,569 |
Capital expenditures | (19,835) | (8,043) |
Payments made in connection with acquisitions - see Note 3 | 0 | |
Net cash used in investing activities | (19,835) | (8,043) |
Intercompany activities | (347,567) | (183,088) |
Proceeds from exercise of stock options | 0 | 0 |
Special dividend and dividend equivalent payments | 0 | 0 |
Treasury stock purchased | 0 | |
Other | 0 | 0 |
Net cash used in financing activities | (347,567) | (183,088) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 0 | 0 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,297) | (3,562) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 8,808 | 7,911 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,511 | 4,349 |
Non- Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | 70,301 | 21,989 |
Capital expenditures | (1,618) | (1,674) |
Payments made in connection with acquisitions - see Note 3 | 0 | |
Net cash used in investing activities | (1,618) | (1,674) |
Intercompany activities | (58,404) | (14,101) |
Proceeds from exercise of stock options | 0 | 0 |
Special dividend and dividend equivalent payments | 0 | 0 |
Treasury stock purchased | 0 | |
Other | 0 | 0 |
Net cash used in financing activities | (58,404) | (14,101) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (3,899) | (1,309) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,380 | 4,905 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 143,375 | 45,257 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 149,755 | 50,162 |
Term loans | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Repayment on term loans | (16,151) | (10,960) |
Term loans | Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Repayment on term loans | 0 | 0 |
Term loans | TransDigm Group | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Repayment on term loans | 0 | 0 |
Term loans | TransDigm Inc. | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Repayment on term loans | (16,151) | (10,960) |
Term loans | Subsidiary Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Repayment on term loans | 0 | 0 |
Term loans | Non- Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Repayment on term loans | 0 | 0 |
Term loans | 2017 term loan | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from 2017 term loans, net | 1,132,774 | 0 |
Term loans | 2017 term loan | Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from 2017 term loans, net | 0 | |
Term loans | 2017 term loan | TransDigm Group | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from 2017 term loans, net | 0 | |
Term loans | 2017 term loan | TransDigm Inc. | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from 2017 term loans, net | 1,132,774 | |
Term loans | 2017 term loan | Subsidiary Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from 2017 term loans, net | 0 | |
Term loans | 2017 term loan | Non- Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Proceeds from 2017 term loans, net | 0 | |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash tender and redemption of the 2021 Notes, including premium | (528,847) | $ 0 |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash tender and redemption of the 2021 Notes, including premium | 0 | |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | TransDigm Group | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash tender and redemption of the 2021 Notes, including premium | 0 | |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | TransDigm Inc. | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash tender and redemption of the 2021 Notes, including premium | (528,847) | |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | Subsidiary Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash tender and redemption of the 2021 Notes, including premium | 0 | |
Senior Subordinated Notes | 7 1/2% senior subordinated notes due 2021 (2021 Notes) | Non- Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Cash tender and redemption of the 2021 Notes, including premium | $ 0 |