~~Amortization of Intangible Assets.~~ ~~Amortization of intangible assets was $17.5~~

•

Amortization of Intangible Assets. Amortization of intangible assets was $23.1 million for the quarter ended March 30, 2019 compared to $17.5 million in the quarter ended March 31, 2018. The increase in amortization expense of $5.6 million was primarily due to the amortization expense on the definite-lived intangible assets recorded in connection with the fiscal 2018 acquisitions of Skandia, Extant and Kirkhill and the fiscal 2019 acquisitions of NavCom and Esterline.


•	Refinancing Costs. Refinancing costs of $3.3 million were recorded for the quarter ended March 30, 2019 primarily related to the debt financing activities that occurred in the second quarter of fiscal 2019. Refinancing costs of $0.6 million were recorded for the quarter ended March 31, 2018 representing debt issuance costs expensed in connection with the fiscal year 2018 debt financing activity.

•

Interest Expense-Net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount and premium and revolving credit facility fees slightly offset by interest income. Interest expense-net increased $40.1 million, or 24.9%, to $201.4 million for the quarter ended March 30, 2019 from $161.3 million for the comparable quarter last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $15.3 billion for the quarter ended March 30, 2019 and approximately $11.9 billion for the quarter ended March 31, 2018. The increase in the weighted average level of borrowings was primarily due to the activity in the second quarter of fiscal 2019 consisting of the issuance of $4,000 million in 2026 Secured Notes and the activity in the third quarter of fiscal 2018 consisting of the issuance of additional term loans of $700 million (gross) and issuance of $500 million in 6.875% 2026 Notes. The increases in new debt described above were partially offset by principal payments made on the term loans over the comparable period. The weighted average interest rate for cash interest payments on the total borrowings outstanding at March 30, 2019 was 5.5%.

•

Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 24.2% for the quarter ended March 30, 2019 compared to 18.3% for the quarter ended March 31, 2018. The Company's higher effective tax rate for the thirteen week period ended March 30, 2019 was primarily due to a net interest expense limitation under IRC Section 163(j) resulting from the provisions of The Tax Cuts and Jobs Act. The Company’s effective tax rate for the period ended March 30, 2019 was higher than the Federal statutory rate of 21% primarily resulting from a net interest expense limitation under IRC Section 163(j) offset by the benefit associated with the deduction for foreign-derived intangible income (FDII) and excess tax benefits for share-based payments.

•

Loss from Discontinued Operations. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million which included a working capital adjustment of $0.3 million paid in July 2018. There was no activity from the discontinued operations for the quarter ended March 30, 2019. Loss from discontinued operations was $5.6 million for the quarter ended March 31, 2018.


•	Net Income Attributable to TD Group. Net income attributable to TD Group increased $6.1 million, or 3.1%, to $202.4 million for the quarter ended March 30, 2019 compared to net income attributable to TD Group of $196.3 million for the quarter ended March 31, 2018, primarily as a result of the factors referred to above.


•	Earnings per Share. Basic and diluted earnings per share was $3.60 for the quarter ended March 30, 2019 and $3.53 per share for the quarter ended March 31, 2018. There was no impact on earnings per share from discontinued operations for

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

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

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

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

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

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

~~Earnings per Share.~~ ~~Basic and diluted earnings per share was $3.53 for the quarter ended March 31, 2018 and $2.78 per share for the quarter ended April 1, 2017.~~30, 2019. For the quarter ended March 31, 2018, basic and diluted earnings (loss) per share from continuing operations and discontinued operations were $3.63 and $(0.10), respectively.

Business Segments

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

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


•	Segment Net Sales. Net sales by segment for the thirteen week periods ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):


	Thirteen Week Periods Ended												Thirteen Week Periods Ended
	March 31, 2018		% of Sales		April 1, 2017		% of Sales		Change		% Change		March 30, 2019		% of Sales		March 31, 2018		% of Sales		Change		% Change
Power & Control	$	528.5	56.7	%	$	474.0	54.6	%	$	54.5	11.5	%	$	600.7	50.2	%	$	528.5	56.7	%	$	72.2	13.7	%
Airframe	369.8		39.6	%	360.5		41.5	%	9.3		2.6	%	436.5		36.5	%	369.8		39.6	%	66.7		18.0	%
Non-aviation	34.8		3.7	%	34.2		3.9	%	0.6		1.8	%	36.7		3.1	%	34.8		3.7	%	1.9		5.5	%
Esterline													122.0		10.2	%	—		—	%	122.0		100.0	%
	$	933.1	100.0	%	$	868.7	100.0	%	$	64.4	7.4	%	$	1,195.9	100.0	%	$	933.1	100.0	%	$	262.8	28.2	%

Acquisition sales for the Power & Control segment totaled ~~$7.5~~$16.2 million, or an increase of ~~1.6%~~3.1%, resulting from the ~~Third Quarter 2017 Acquisitions in fiscal year 2017.~~acquisition of Extant. Organic sales for the Power & Control segment increased ~~$47.0~~$56.0 million, or an increase of ~~9.9%~~10.6%, for the thirteen week period ended March ~~31, 2018~~30, 2019 compared to the thirteen week period ended ~~April 1, 2017.~~March 31, 2018. The organic sales increase resulted primarily from increases in defense sales ($42.2 million, an increase of 18.1%), commercial OEM sales ($3.5 million, an increase of 2.9%) and commercial aftermarket sales ($10.7 million, an increase of 6.5%).

Acquisition sales for the Airframe segment totaled $22.2 million, or an increase of 6.0%, resulting from the acquisitions of Skandia and Kirkhill. Organic sales for the Airframe segment increased $44.5 million, an increase of 12.0%, for the thirteen week period ended March 30, 2019 compared to the thirteen week period ended March 31, 2018. The organic sales increase resulted from increases in commercial aftermarket sales ($~~26.8~~13.7 million, an increase of ~~18.8%~~8.0%), ~~defense~~commercial OEM sales ($~~14.7~~17.6 million, an increase of ~~7.0%~~14.4%), and ~~commercial OEM~~defense sales ($~~3.7~~13.4 million, an increase of ~~3.3%~~18.7%).

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

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


•	EBITDA As Defined. EBITDA As Defined by segment for the thirteen week periods ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):


	Thirteen Week Periods Ended													Thirteen Week Periods Ended
	March 31, 2018		% of Segment Sales		April 1, 2017		% of Segment Sales		Change			% Change		March 30, 2019		% of Segment Sales		March 31, 2018		% of Segment Sales		Change		% Change
Power & Control	$	275.6	52.1	%	$	232.8	49.1	%	$	42.8		18.4	%	$	320.8	53.4	%	$	275.6	52.1	%	$	45.2	16.4	%
Airframe	186.0		50.3	%	183.0		50.8	%	3.0			1.6	%	224.0		51.3	%	186.0		50.3	%	38.0		20.4	%
Non-aviation	10.3		29.6	%	11.4		33.2	%	(1.1		)	(9.6	)%	11.9		32.4	%	10.3		29.6	%	1.6		15.5	%
Esterline														26.7		21.9	%	—		—	%	26.7		100.0	%
	$	471.9	50.6	%	$	427.2	49.2	%	$	44.7		10.5	%	$	583.4	48.8	%	$	471.9	50.6	%	$	111.5	23.6	%

EBITDA As Defined for the Power & Control segment from the ~~Third Quarter 2017 Acquisitions~~acquisition of Extant prior to the application of our core value-driven operating strategies (i.e., obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) was approximately ~~$3.2 million for the thirteen week period ended March 31, 2018.~~$5.7 million. Organic EBITDA As Defined for the Power & Control segment increased approximately ~~$39.6~~$39.5 million, or an increase of ~~17.0%~~14.3%, resulting from organic sales growth in defense, commercial OEM, and commercial aftermarket sales along with the application of our three core value-driven operating strategies and positive leverage on our fixed overhead costs spread over a higher production volume.

EBITDA As Defined for the Airframe segment from the acquisitions of Skandia and Kirkhill prior to the application of our core value-driven operating strategies was approximately $(2.1) million. Including the impact of our core value-driven operating strategies (which are categorized as "organic" improvement), the EBITDA as Defined contribution from the acquisitions of Skandia and Kirkhill was $13.4 million for thirteen week period ended March 30, 2019. Organic EBITDA As Defined for the Airframe segment increased approximately ~~$3.0~~$40.1 million, or an increase of ~~1.6%~~21.6%, resulting from organic sales growth in the commercial aftermarket, commercial OEM and defense sales along with the application of our three core value-driven operating ~~strategies.~~strategies, and positive leverage on our fixed overhead costs spread over a higher production volume.

Twenty-six week period ended March ~~31, 2018~~30, 2019 compared with the twenty-six week period ended ~~April 1, 2017~~March 31, 2018

Total Company

~~Net Sales~~.


•	Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the twenty-six week periods ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):



	Twenty-Six Week Periods Ended						% Change Total Sales
	March 30, 2019		March 31, 2018		Change		% Change Total Sales
Organic sales	$	1,982.1	$	1,781.0	$	201.1	11.3	%
Acquisition sales	207.1		—		207.1		11.6	%
	$	2,189.2	$	1,781.0	$	408.2	22.9	%

The increase in organic sales for the twenty-six week ~~periods~~period ended March ~~31, 2018 and April 1, 2017 were as follows (amounts in millions):~~

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

~~Organic defense and commercial aftermarket sales increased for~~30, 2019 compared to the twenty-six week period ended March 31, 2018, ~~compared~~is primarily related to ~~the twenty-six week period ended April 1, 2017 by $9.0~~an increase in defense sales ($102.2 million, ~~and $70.5 million, or 1.6% and 12.2%~~an increase of 17.2%), ~~respectively. These increases were slightly offset by a decrease in organic~~ commercial OEM sales ($51.8 million, an increase of ~~$7.4~~11.4%), and commercial aftermarket sales ($45.8 million, ~~or 1.6%~~and increase of 7.1%).

Acquisition sales represent sales of acquired businesses prior to the application of the Company's core value-driven operating strategies impacting sales (i.e., obtaining profitable new business and providing highly engineered value-added products to customers) for the period up to one year subsequent to their respective acquisition dates. The amount of acquisition sales shown in the table above ~~was attributable to the Third Quarter 2017 Acquisitions described in Note 3, "Acquisitions and Divestitures."~~

~~Cost of Sales and Gross Profit~~. ~~Cost of sales increased by $21.2 million, or 2.8%, to $770.3 million~~ for the twenty-six week period ended March ~~31, 2018 compared~~30, 2019 were attributable to ~~$749.1 million for~~ the ~~twenty-six week period ended April 1, 2017. Cost~~acquisitions of ~~sales~~Esterline, Skandia, Extant and ~~the related percentage of total sales for the twenty-six week periods ended March 31, 2018 and April 1, 2017 were as follows (amounts in millions):~~Kirkhill.

•

Cost of Sales and Gross Profit. Cost of sales increased by $195.5 million, or 25.4%, to $965.8 million for the twenty-six week period ended March 30, 2019 compared to $770.3 million for the twenty-six week period ended March 31, 2018. Cost of sales and the related percentage of total sales for the twenty-six week periods ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):


	Twenty-Six Week Periods Ended											Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			Change			% Change		March 30, 2019			March 31, 2018			Change			% Change
Cost of sales - excluding costs below	$	764.5		$	726.1		$	38.4		5.3	%	$	941.7		$	756.3		$	185.4		24.5	%
% of total sales	43.0		%	43.1		%						43.0		%	42.5		%
Inventory purchase accounting adjustments	—			19.4			(19.4		)	(100.0	)%	20.4			—			20.4			100.0	%
% of total sales	—		%	1.2		%						0.9		%	—		%
Acquisition integration costs	3.5			1.5			2.0			133.3	%
Foreign currency (gain) loss												(2.8		)	8.2			(11.0		)	(134.1	)%
% of total sales	0.2		%	0.1		%						(0.1		)%	0.5		%
Stock compensation expense	2.3			2.1			0.2			9.5	%	3.8			2.3			1.5			65.2	%
% of total sales												0.2		%	0.1		%
Acquisition integration costs												2.7			3.5			(0.8		)	(22.9	)%
% of total sales	0.1		%	0.1		%						0.1		%	0.2		%
Total cost of sales	$	770.3		$	749.1		$	21.2		2.8	%	$	965.8		$	770.3		$	195.5		25.4	%
% of total sales	43.3		%	44.5		%						44.1		%	43.3		%
Gross profit	$	1,010.7		$	933.7		$	77.0		8.2	%	$	1,223.4		$	1,010.7		$	212.7		21.0	%
Gross profit percentage	56.7		%	55.5		%	0.016					55.9		%	56.7		%

The net increase in the dollar amount of cost of sales during the twenty-six week period ended March ~~31, 2018~~30, 2019 was primarily due to increased sales volume, ~~associated with the sales~~both organic and from recent acquisitions, and ~~organic commercial aftermarket sales growth. The~~an increase ~~due to volume was partially offset by lower~~in inventory purchase accounting adjustments resulting from the Esterline acquisition. Slightly offsetting the net increase in cost of sales were gains in foreign currency and a decrease in acquisition integration costs as ~~shown~~presented in the table above.

Gross profit as a percentage of sales ~~increased~~decreased by ~~1.2~~0.8 percentage points to 55.9% for the twenty-six week period ended March 30, 2019 from 56.7% for the twenty-six week period ended March 31, ~~2018 from 55.5% for the twenty-six week period ended April 1, 2017.~~2018. The dollar amount of gross profit increased by ~~$77.0~~$212.7 million, or ~~8.2%~~21.0%, for the twenty-six week period ended March ~~31, 2018~~30, 2019 compared to the ~~comparable~~ twenty-six week period in the prior year due to the following items:

Gross profit on the sales from the acquisitions indicated above (excluding acquisition-related costs) was approximately ~~$10.3~~$65.7 million for the twenty-six week period ended March ~~31, 2018,~~30, 2019, which represented gross profit of approximately ~~59.0%~~31% of the acquisition sales.

Organic sales growth described above, application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers) and positive leverage on our fixed overhead costs spread over a higher production volume resulted in a net increase in gross profit of approximately ~~$49.5~~$157.1 million for the twenty-six week period ended March ~~31, 2018.~~30, 2019.

~~Also contributing to the increase~~Net decrease in gross profit ~~were lower~~of $10.1 million compared to the same period in the prior fiscal year was due to increased inventory purchase accounting adjustments ~~of $19.4 million slightly offset by increases in acquisition integration costs of $2.0 million~~ and stock compensation expense, ~~of $0.2 million charged to cost of sales for the twenty-six week period ended March 31, 2018.~~

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

•

Selling and Administrative Expenses. Selling and administrative expenses increased by $72.4 million to $286.5 million, or 13.1% of sales, for the twenty-six week period ended March 30, 2019 from $214.1 million, or 12.0% of sales, for the twenty-six week period ended March 31, 2018. Selling and administrative expenses and the related percentage of total sales for the twenty-six week periods ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):


	Twenty-Six Week Periods Ended											Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			Change			% Change		March 30, 2019			March 31, 2018			Change		% Change
Selling and administrative expenses - excluding costs below	$	190.7		$	178.1		$	12.6		7.1	%	$	225.2		$	190.7		$	34.5	18.1	%
% of total sales	10.7		%	10.6		%						10.3		%	10.7		%
Stock compensation expense	20.4			19.0			1.4			7.4	%	34.4			20.4			14.0		68.6	%
% of total sales	1.1		%	1.1		%						1.6		%	1.1		%
Acquisition-related expenses	3.0			5.5			(2.5		)	(45.5	)%	26.9			3.0			23.9		796.7	%
% of total sales	0.2		%	0.3		%						1.2		%	0.2		%
Total selling and administrative expenses	$	214.1		$	202.6		$	11.5		5.7	%	$	286.5		$	214.1		$	72.4	33.8	%
% of total sales	12.0		%	12.0		%						13.1		%	12.0		%

The increase in the dollar amount of selling and administrative expenses during the twenty-six week period ended March ~~31, 2018~~30, 2019 is primarily due to higher acquisition-related expenses of $23.9 million, higher stock compensation expense of $14.0 million, and higher selling and administration expenses ~~related to recent acquisitions.~~resulting from the businesses acquired in fiscal 2018 and fiscal 2019.

~~Amortization of Intangible Assets.~~ ~~Amortization of intangible assets was $34.6~~

•

Amortization of Intangible Assets. Amortization of intangible assets was $43.1 million for the twenty-six week period ended March 30, 2019 compared to $34.6 million in the twenty-six week period ended March 31, 2018. The increase in amortization expense of $8.5 million was primarily due to the amortization expense on the definite-lived intangible assets (i.e., technology and order backlog) recorded in connection with the fiscal 2018 acquisitions of Skandia, Extant and Kirkhill and the fiscal 2019 acquisitions of NavCom and Esterline.

•

Refinancing Costs. Refinancing costs of $3.4 million were recorded for the twenty-six week period ended March 30, 2019 and primarily related to the debt financing activities that occurred in the second quarter of fiscal 2019. Refinancing costs of $1.8 million were recorded for the twenty-six week period ended March 31, 2018 representing debt issuance costs expensed in connection with the fiscal 2018 debt financing activity.

•

Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount and premium and revolving credit facility fees slightly offset by interest income. Interest expense-net increased $51.2 million, or 15.9%, to $373.4 million for the twenty-six week period ended March 30, 2019 from $322.2 million for the comparable twenty-six week period last year. The net increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $14.1 billion for the twenty-six week period ended March 30, 2019 and approximately $11.9 billion for the twenty-six week period ended March 31, 2018. The increase in weighted average level of borrowings was primarily due to the activity in the second quarter of fiscal 2019 consisting of the issuance of $4,000 million in 2026 Secured Notes and the activity in the third quarter of fiscal 2018 consisting of issuing additional term loans of $700 million (gross) and issuing $500 million in 6.875% 2026 Notes. The increases in new debt described above were partially offset by principal payments on the term loans over the comparable period. The weighted average interest rate for cash interest payments on total borrowings outstanding at March 30, 2019 was 5.5%.

•

Income Taxes. Income tax expense as a percentage of income before income taxes was approximately 22.9% for the twenty-six week period ended March 30, 2019 compared to (17.3)% for the twenty-six week period ended March 31, 2018. The Company's higher effective tax rate for the twenty-six week period ended March 30, 2019 was due to the discrete adjustment recognized in the twenty-six week period ended March 31, 2018 related to the enactment of the Tax Cuts and Jobs Act.


•	Loss from Discontinued Operations. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million which included a working capital adjustment of $0.3 million paid in July 2018. There was no activity from the discontinued operations for

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

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

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

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

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

~~Loss from Discontinued Operations.~~ On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment.30, 2019. The loss from discontinued operations was $2.8 million for the twenty-six week period ended March 31, 2018. ~~Refer to Note 14, “Discontinued Operations,” for further details. The loss from discontinued operations was $0.2 million for the twenty-six week period ended April 1, 2017.~~

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

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


•	Net Income Attributable to TD Group. Net income attributable to TD Group decreased $112.6 million, or 22.0%, to $398.5 million for the twenty-six week period ended March 30, 2019 compared to net income attributable to TD Group of $511.1 million for the twenty-six week period ended March 31, 2018, primarily as a result of the factors referred to above.

•

Earnings per Share. Basic and diluted earnings per share was $6.65 for the twenty-six week period ended March 30, 2019 and $8.18 per share for the twenty-six week period ended March 31, 2018. There was no impact on earnings per share from discontinued operations for the twenty-six week period ended March 30, 2019. Net income attributable to TD Group for the twenty-six week period ended March 30, 2019 of $398.5 million was decreased by dividend equivalent payments of $24.3 million, or $0.43 per share, resulting in net income available to common shareholders of $374.1 million, or $6.65 per share. For the twenty-six week period ended March 31, 2018, basic and diluted earnings (loss) per share from continuing operations and discontinued operations were $8.23 and $(0.05), respectively. Net income for the twenty-six week period ended March 31, 2018 of $511.1 million was decreased by an allocation of dividends on participating securities of $56.1 million, or $1.01 per share, resulting in net income available to common shareholders of $454.9 million, or $8.18 per share.

Business Segments

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


•	Segment Net Sales. Net sales by segment for the twenty-six week period ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):


	Twenty-Six Week Periods Ended													Twenty-Six Week Periods Ended
	March 31, 2018		% of Sales		April 1, 2017		% of Sales		Change			% Change		March 30, 2019		% of Sales		March 31, 2018		% of Sales		Change		% Change
Power & Control	$	1,011.2	56.8	%	$	909.8	54.1	%	$	101.4		11.1	%	$	1,161.0	53.0	%	$	1,011.2	56.8	%	$	149.8	14.8	%
Airframe	703.2		39.5	%	709.2		42.1	%	(6.0		)	(0.8	)%	835.3		38.2	%	703.2		39.5	%	132.1		18.8	%
Non-aviation	66.6		3.7	%	63.7		3.8	%	2.9			4.6	%	70.9		3.2	%	66.6		3.7	%	4.3		6.5	%
Esterline														122.0		5.6	%	—		—	%	122.0		100.0	%
	$	1,781.0	100.0	%	$	1,682.7	100.0	%	$	98.3		5.8	%	$	2,189.2	100.0	%	$	1,781.0	100.0	%	$	408.2	22.9	%

Acquisition sales for the Power & Control segment totaled ~~$17.4~~$37.7 million, or an increase of ~~1.9%~~3.7%, resulting from the ~~Third Quarter 2017 Acquisitions.~~acquisition of Extant. Organic sales for the Power & Control segment increased ~~$84.0~~$112.1 million, or an increase of ~~9.2%~~11.1%, for the twenty-six week period ended March ~~31, 2018~~30, 2019 compared to the twenty-six week period ended ~~April 1, 2017.~~March 31, 2018. The organic sales increase resulted primarily from an increase in ~~commercial aftermarket~~defense sales ($~~41.8~~76.6 million, an increase of ~~15.2%~~17.0%), ~~defense sales ($23.3 million, an increase of 5.7%) and~~ an increase in commercial OEM sales ($~~14.5~~18.7 million, an increase of ~~7.1%~~8.4%), and an increase commercial aftermarket sales ($16.9 million, an increase of 5.5%).

Acquisition sales for the Airframe segment totaled $47.5 million, or an increase of 6.8%, resulting from the acquisitions of Skandia and Kirkhill. Organic sales for the Airframe business ~~decreased $6.0~~increased $84.6 million, ~~or 0.8%~~an increase of 12.0%, for the twenty-six week period ended March ~~31, 2018~~30, 2019 compared to the twenty-six week period ended ~~April 1, 2017.~~March 31, 2018. The organic sales ~~decrease primarily~~increase resulted from ~~decreases~~increases in commercial aftermarket sales ($28.8 million, an increase of 8.7%), defense sales ($~~14.7~~25.4 million, ~~a decrease~~an increase of ~~9.5%~~18.1%) and commercial OEM sales ($~~19.8~~31.0 million, ~~a decrease of 8.0%) partially offset by~~ an increase ~~in commercial aftermarket sales ($28.6 million, or 9.5%~~of 13.7%).

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


•	EBITDA As Defined. EBITDA As Defined by segment for the twenty-six week periods ended March 30, 2019 and March 31, 2018 were as follows (amounts in millions):


	Twenty-Six Week Periods Ended													Twenty-Six Week Periods Ended
	March 31, 2018		% of Segment Sales		April 1, 2017		% of Segment Sales		Change			% Change		March 30, 2019		% of Segment Sales		March 31, 2018		% of Segment Sales		Change		% Change
Power & Control	$	520.3	51.5	%	$	445.7	49.0	%	$	74.6		16.7	%	$	620.7	53.5	%	$	520.3	51.5	%	$	100.4	19.3	%
Airframe	344.4		49.0	%	351.5		49.6	%	(7.1		)	(2.0	)%	415.5		49.7	%	344.4		49.0	%	71.1		20.6	%
Non-aviation	19.3		29.0	%	20.7		32.4	%	(1.4		)	(6.8	)%	22.6		31.9	%	19.3		29.0	%	3.3		17.1	%
Esterline														26.7		21.9	%	—		—	%	26.7		100.0	%
	$	884.0	49.6	%	$	817.9	48.6	%	$	66.1		8.1	%	$	1,085.5	49.6	%	$	884.0	49.6	%	$	201.5	22.8	%

EBITDA As Defined for the Power & Control segment from the ~~Third Quarter 2017 Acquisitions~~acquisition of Extant prior to the application of our core value-driven operating strategies (i.e., obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) was approximately ~~$7.9~~$16.2 million for the twenty-six week period ended March ~~31, 2018.~~30, 2019. Organic EBITDA As Defined for the Power & Control segment increased approximately ~~$66.7~~$84.2 million, or an increase of ~~15.0%~~16.2%, resulting from organic sales growth in ~~commercial aftermarket~~defense sales, commercial OEM ~~sales~~ and ~~defense~~commercial aftermarket sales, as well as the application of our three core value-driven operating strategies, and positive leverage on our fixed overhead costs spread over a higher production volume.

EBITDA As Defined for the Airframe segment from the acquisitions of Skandia and Kirkhill prior to the application of our core value-driven operating strategies (i.e., obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) was approximately $(4.0) million for the twenty-six week period ended March 30, 2019. Including the impact of our core value-driven operating strategies (which are categorized as "organic" improvement), the EBITDA as Defined contribution from the acquisitions of Skandia and Kirkhill was $22.6 million for the twenty-six week period ended March 30, 2019. Organic EBITDA as Defined for the Airframe segment ~~decreased $7.1~~increased approximately $75.1 million, ~~a 2.0% decrease, for the twenty-six week period ended March 31, 2018. Organic EBITDA As Defined decreased as a result~~an increase of ~~a decrease in commercial OEM sales and defense sales offset by~~21.8%, resulting from organic sales growth in commercial aftermarket sales, defense sales, and commercial OEM sales, as well as the application of our three core value-driven operating strategies, and positive leverage on our fixed overhead costs spread over a higher production volume.

Backlog

As of March ~~31, 2018,~~30, 2019, the Company estimated its sales order backlog at ~~$1,869~~$2,188 million, which excludes the sales order backlog of the Esterline businesses, compared to an estimated sales order backlog of ~~$1,648~~$1,869 million as of ~~April 1, 2017.~~March 31, 2018. The increase in backlog is ~~primarily~~ due to growth from recent acquisitions and organic growth in ~~both the defense market and~~ the commercial ~~aftermarket.~~aftermarket, commercial OEM and defense markets. The majority of the purchase orders outstanding as of March ~~31, 2018~~30, 2019 are scheduled for delivery within the next twelve months. Purchase orders may be subject to cancellation or deferral by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the timing of the Company’s receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Company’s backlog as of March ~~31, 2018~~30, 2019 may not necessarily represent the actual amount of shipments or sales for any future period.

The sales order backlog associated with the acquired Esterline businesses is currently being assessed by TransDigm management to ensure the reported backlog is in compliance with TransDigm policy and is being computed consistently with that of the existing TransDigm legacy businesses. Therefore, the sales order backlog associated with the Esterline acquisition is excluded from the total sales order backlog reported above as of March 30, 2019.

Foreign Operations

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

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

Liquidity and Capital Resources

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

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

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

InThe Company’s ability to make scheduled interest payments on, or to refinance, the Company’s indebtedness, or to fund non-acquisition related capital expenditures and research and development efforts, will depend on the Company’s ability to generate

cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control.

As a result of the debt financing activity during the second quarter of fiscal 2019, interest payments will increase going forward in accordance with the terms of the related debt agreements. However, in connection with the continued application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers), we expect our efforts will continue to generate strong margins and provide more than sufficient cash provided by operating activities to meet our interest obligations and liquidity needs. We believe our cash provided by operating activities and available borrowing capacity will enable us to make opportunistic investments in our own stock, make strategic business combinations and/or pay dividends to our shareholders.

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

Operating Activities. The Company generated ~~$453.7~~$453.0 million of net cash from operating activities during the twenty-six week period ended March ~~31, 2018~~30, 2019 compared to ~~$390.5~~$453.7 million during the twenty-six week period ended April 1, 2017. The net increase of $63.2 million is primarily attributable to an increase in income from continuing operations of $69.3 million (excluding the non-cash effects of the adjustments resulting from the Tax Cuts and Jobs Act (approximately $170 million).March 31, 2018.

The change in accounts receivable during the twenty-six week period ended March ~~31, 2018~~30, 2019 was a ~~source~~use of cash of ~~$5.9~~$7.2 million compared to a source of cash of ~~$3.1~~$5.9 million during the twenty-six week period ended ~~April 1, 2017.~~March 31, 2018. The ~~increase~~decrease in the source of cash of ~~$2.8~~$13.1 million is primarily attributable to ~~the higher rate~~an increase in sales and related timing of ~~collections~~receipt of ~~accounts receivable in second quarter of fiscal year 2018 compared to the second quarter of fiscal 2017.~~payment from customers.

The change in inventories during the twenty-six week period ended March ~~31, 2018~~30, 2019 was a use of cash of $45.2 million compared to a use of cash of $16.3 million ~~compared to a source of cash of $6.9 million~~ during the twenty-six week period ended ~~April 1, 2017.~~March 31, 2018. The increase in the use of cash of ~~$23.2~~$28.8 million is primarily attributable to ~~acquisitions and~~ an increase in raw ~~material~~materials and ~~component purchases~~work in process inventory in response to the growth in the sales order backlog.

The change in accounts payable during the twenty-six week period ended March ~~31, 2018~~30, 2019 was a ~~use~~source of cash of ~~$0.6~~$1.1 million compared to a use of cash of ~~$17.5~~$0.6 million during the twenty-six week period ended ~~April 1, 2017. The decrease~~March 31, 2018.

Investing Activities. Net cash used in investing activities was $3,612.8 million during the ~~use~~twenty-six week period ended March 30, 2019, consisting of capital expenditures of $43.4 million and payments for acquisitions, net of cash acquired, of ~~$16.9~~$3,569.4 million ~~was~~which is primarily ~~attributable to~~comprised of the ~~timing~~acquisitions of ~~payments to vendors in connection with continued efforts to improve working capital management.~~Esterline for $3,536.3 million and NavCom for $27.0 million.

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

Financing Activities.Net cash ~~used in investing~~provided by financing activities during the twenty-six week period ended ~~April 1, 2017~~March 30, 2019 was ~~comprised~~$3,914.8 million. The source of ~~capital expenditures~~cash was primarily attributable to $4,482.0 million in net proceeds from the completion of ~~$38.4~~the 2026 Secured Notes and 2027 Notes offerings in the second quarter of fiscal 2019 and $47.1 million in proceeds from stock option exercises. Sources were partially offset by the cash tender and redemption of the 2020 Notes for $550.0 million, repayments on term loans of $38.2 million, and ~~acquisition activities~~the payment of ~~$108.9~~$24.3 million ~~which primarily consisted of $78.9 million for the acquisition of Schroth and $28.7 million for the cash settlement of the Breeze-Eastern dissenting shares litigation.~~in dividend equivalent payments.

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

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

Description of Senior Secured Term Loans and Indentures

Senior Secured Term Loans Facility

TransDigm has ~~$6,938.1~~$7,561.7 million in fully drawn term loans (the “Term Loans Facility”) and a ~~$600.0~~$760.0 million revolving credit facility. The Term Loans Facility consists of three tranches of term loans as follows (aggregate principal amount disclosed is as of March ~~31, 2018)~~30, 2019):



Term Loans Facility	Aggregate Principal	Maturity Date	Interest Rate
Tranche E	$~~1,495.8~~2,232.4 million	May ~~14, 2022~~30, 2025	LIBO rate + ~~2.75%~~2.5%
Tranche F	$~~3,636.9~~3,542.0 million	June 9, 2023	LIBO rate + ~~2.75%~~2.5%
Tranche G	$~~1,805.4~~1,787.3 million	August 22, 2024	LIBO rate + ~~2.50%~~2.5%

The Term Loans Facility requires quarterly aggregate principal payments of ~~$17.4~~$19.1 million. The revolving commitments consist of two tranches which includes up to ~~$100~~$151.5 million of multicurrency revolving commitments. At March ~~31, 2018,~~30, 2019, the Company had ~~$15.2~~$33.7 million in letters of credit outstanding and ~~$584.8~~$726.3 million in borrowings available under the revolving commitments.

The interest rates per annum applicable to the loans under the Credit Agreement ~~will be,~~are, at TransDigm’s option, equal to either an alternate base rate or an adjusted LIBO rate for one, two, three or six-month (or to the extent agreed to by each relevant lender,

nine or twelve-month) interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted LIBO rate related to the tranche E, tranche F and tranche G term loans are not subject to a ~~floor of 0.0%.~~floor. For the twenty-six week

period ended March ~~31, 2018,~~30, 2019, the applicable interest rates ranged from approximately ~~4.07%~~4.7% to ~~4.69%~~5.0% on the existing term loans. Interest rate swaps and caps used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note ~~11,~~12, “Derivatives and Hedging Activities,” to the condensed consolidated financial ~~statements included herein.~~statements.

Recent Amendments to the Credit Agreement

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

On November 30, 2017, the Company entered into Amendment No. 4 to the Second Amended and Restated Credit Agreement (“Amendment No. 4”). Pursuant to Amendment No. 4, TransDigm, among other things, converted approximately $798.2 million of existing tranche D term loans into additional tranche F term loans and decreased the margin applicable to the existing tranche E term loans and tranche F term loans to LIBO rate plus 2.75% per annum and also removed the LIBO rate floor of 0.75%. The terms and conditions (other than maturity ~~date)~~date and pricing) that apply to the tranche F term loans ~~including pricing,~~ are substantially the same as the terms and conditions that apply to the tranche D term loans immediately prior to Amendment No. 4.

On February 22, 2018, the Company entered into a refinancing facility agreement to the Second Amended and Restated Credit Agreement. TransDigm, among other things, incurred new tranche G term loans in an aggregate principal amount equal to $1,809 million and repaid in full all of the existing tranche G term loans outstanding under the Second and Amended Restated Credit Agreement immediately prior to the refinancing facility agreement. The refinancing facility agreement also decreased the margin applicable to the tranche G term loans to LIBO rate plus 2.5% per annum. The terms and conditions that apply to the tranche G term loans, excluding pricing, are substantially the same as the terms and conditions that apply to the tranche G term loans immediately prior to the refinancing facility agreement.

On May 30, 2018, the Company entered into Amendment No. 5 to the Second Amended and Restated Credit Agreement ("Amendment No. 5"). Pursuant to Amendment No. 5, TransDigm, among other things, incurred new tranche E term loans in an aggregate principal amount equal to $1,322.0 million, and repaid in full all of the existing tranche E term loans outstanding under the Second Amended and Restated Credit Agreement immediately prior to Amendment No. 5. The Company also incurred incremental tranche E term loans in an aggregate principal amount equal to $933.0 million. The new tranche E term loans and incremental tranche E term loans mature on May 30, 2025. Amendment No. 5 also decreased the margin applicable to the new tranche E term loans to LIBO rate plus 2.5% per annum. The terms and conditions that apply to the tranche E term loans, other than the maturity date and margin, are substantially the same as the terms and conditions that apply to the tranche E term loans immediately prior to Amendment No. 5.

Additionally, pursuant to Amendment No. 5, the Company incurred new tranche F term loans in an aggregate principal amount equal to $3,577.7 million, and repaid in full all of the existing tranche F term loans outstanding under the Second and Amended Restated Credit Agreement immediately prior to Amendment No. 5. Amendment No. 5 also decreased the margin applicable to the tranche F term loans to LIBO rate plus 2.5% per annum.

Under the terms of Amendment No. 5, the maturity date of the existing $600.0 million revolving credit facility was extended to December 28, 2022. The terms and conditions that applied to the revolving credit facility upon execution of Amendment No. 5 , other than the maturity date, were substantially the same as the terms and conditions that applied to the revolving credit facility immediately prior to Amendment No. 5.

Amendment No. 5 extended our ability to make certain additional restricted payments (including the ability of the Company to declare or pay dividends or repurchase stock) in an aggregate amount not to exceed $1.5 billion, so long as, among other conditions, the consolidated secured net debt ratio is no greater than 4.00 to 1.00 (in the case of share repurchases) or the consolidated net leverage ratio is no greater than 6.75 to 1.00 (in the case of dividends or other distributions), in each case, after giving pro forma effect to such transactions. As there were no dividends or share repurchases paid prior to December 31, 2018, up to $500 million may be used to repurchase stock in future periods. No share repurchases were made during the quarter ended March 30, 2019.

On March 14, 2019, the Company entered into Amendment No. 6 to the Second Amended and Restated Credit Agreement ("Amendment No. 6"). Under the terms of Amendment No. 6, the capacity of the revolving credit facility increased from $600 million to $760 million. The revolving commitments consist of two tranches which include up to $151.5 million of multicurrency revolving commitments. The terms and conditions that apply to the revolving credit facility, other than the additional revolving credit commitments, are substantially the same as the terms and conditions that applied to the revolving credit facility immediately prior to Amendment No. 6.

Indentures



Senior Subordinated Notes	Aggregate Principal	Maturity Date	Interest Rate
~~2020 Notes~~	~~$550 million~~	~~October 15, 2020~~	~~5.50%~~
2022 Notes	$1,150 million	July 15, 2022	6.00%
2023 Notes	$370 million	April 15, 2023	3.625%
2024 Notes	$1,200 million	July 15, 2024	6.50%
2025 Notes	$750 million	May 15, 2025	6.50%
6.875% 2026 Notes	$500 million	May 15, 2026	6.875%
6.375% 2026 Notes	$950 million	June 15, 2026	6.375%
2026 Secured Notes	$4,000 million	March 15, 2026	6.25%
2027 Notes	$550 million	March 15, 2027	7.50%

The ~~2020 Notes, the~~ 2022 Notes, the 2024 Notes, the 6.375% 2026 Notes and the ~~2026~~2027 Notes (the ~~“Notes”~~“TransDigm Inc. Notes”) were issued at ~~an issue~~a price of 100% of the principal amount. The initial $450 million offering of the 2025 Notes (also considered to be part of the ~~“Notes”~~“TransDigm Inc. Notes”) were issued at ~~an issue~~a price of 100% of the principal amount and the subsequent $300 million offering of 2025 Notes in the second quarter ~~ended~~ of fiscal 2017 ~~of 2025 Notes~~ were issued at ~~an issue~~a price of 101.5% of the principal amount, resulting in gross proceeds of $304.5 million. The 6.875% 2026 Notes (the "TransDigm UK Notes," and together with the TransDigm Inc. Notes, the "Notes," are further described below) offered in May 2018 were issued at a price of 99.24% of the principal amount, resulting in gross proceeds of $496.2 million. The 2026 Secured Notes (together with the TransDigm UK Notes and the TransDigm Inc. Notes, the "Notes," are further described below) offered in the second quarter of fiscal 2019 were issued at a price of 102.0% of the principal amount, resulting in gross proceeds of $4,002 million.

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

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

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

During the third quarter of fiscal 2018, TransDigm UK, a wholly-owned, indirect subsidiary of TD Group, issued $500 million in aggregate principal amount of the TransDigm UK Notes at a discount of 0.76%. The TransDigm UK Notes bear interest at the rate of 6.875% per annum and mature on May 15, 2026.

On January 30, 2019, the Company entered into a purchase agreement in connection with a private offering of $3.8 billion aggregate principal amount in 6.25% senior secured notes due 2026. In addition, on February 1, 2019, the Company entered into a purchase agreement in connection with a private offering of $200 million aggregate principal amount of 6.25% senior secured notes due 2026. All $4.0 billion aggregate principal amount of the secured notes will constitute a single class and was issued under a single indenture (herein the "2026 Secured Notes"). The notes in the first secured notes offering were issued at a price of 100% of their principal amount and the notes in the second secured notes offering were issued at a price of 101% of their principal amount. The Notes are guaranteed, with certain exceptions, by TransDigm Group, TransDigm UK and all of TransDigm Inc.’s existing U.S. subsidiaries on a senior secured basis. The 2026 Secured Notes offerings closed on February 13, 2019 and mature on March 15, 2026.

On February 13, 2019, the Company announced a cash tender offer for any and all of its outstanding 2020 Notes. On March 15, 2019, the Company redeemed the principal amount of $550 million in 2020 Notes, plus accrued and unpaid interest of approximately $12.6 million. The Company recorded refinancing costs of $1.7 million during the thirteen and twenty-six week periods ended March 30, 2019 representing unamortized debt issuance costs expensed in conjunction with the redemption of the 2020 Notes.

On March 14, 2019, in connection with the closing of the acquisition of Esterline, the Company announced a cash tender offer for any and all of its outstanding 2023 Notes. A notice of redemption with respect to the Notes was given to each holder of the Notes, providing for the redemption of all outstanding Notes on April 15, 2019 at the redemption price set forth in the indenture. On April 15, 2019, the Company redeemed the principal amount of approximately $373.8 million (€330.0 million as the 2023 Notes were denominated in Euros), plus accrued interest of approximately $6.8 million, the early redemption premium of $6.8 million and fees of approximately $0.2 million. As of March 30, 2019, the funds for the redemption of the 2023 Notes of approximately $387.6

million were held in trust and are committed to be used in redeeming the 2023 Notes. The funds are restricted to the redemption of the 2023 Notes, and as such, are reflected as restricted cash in the condensed consolidated balance sheet as of March 30, 2019.

Certain Restrictive Covenants in Our Debt Documents

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

The restrictive covenants included in the Credit Agreement are subject to amendments executed periodically. The most recent amendment that impacted the restrictive covenants contained in the Credit Agreement is Amendment No. 3.6. The restrictive covenants are described above in the Recent Amendments to the Credit Agreement section.

Under the terms of the Credit Agreement, TransDigm is entitled, on one or more occasions, to request additional term loans or additional revolving commitments to the extent that the existing or new lenders agree to provide such incremental term loans or additional revolving commitments provided that, among other conditions, our consolidated net leverage ratio would be no greater than 7.25 to 1.00 and the consolidated secured net debt ratio would be no greater than ~~4.25~~5.00 to 1.00, in each case, after giving effect to such incremental term loans or additional revolving commitments.

The Credit Agreement requires mandatory prepayments of principal based on certain percentages of Excess Cash Flow (as defined in the Credit Agreement), commencing 90 days after the end of each fiscal year, subject to certain exceptions. In addition, subject to certain exceptions (including, with respect to asset sales, the reinvestment in productive assets), TransDigm will be required to prepay the loans outstanding under the Credit Agreement at 100% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of certain asset sales and issuance or incurrence of certain indebtedness. No matters mandating prepayments occurred during the quarter ended March ~~31, 2018.~~30, 2019.

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

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

As of March ~~31, 2018,~~30, 2019, the Company was in compliance with all of its debt covenants.

Trade Receivables Securitization

During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization Facility”). The Securitization Facility effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the Company to exercise annual ~~one~~1 year extensions as long as there have been no termination events as defined by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs. ~~In August 2017,~~

On July 31, 2018, the Company amended the Securitization Facility to increase the borrowing capacity to ~~$300~~$350 million and extend the maturity date to ~~August 1, 2018.~~July 31, 2019. As of March ~~31, 2018,~~30, 2019, the Company has borrowed $300 million under the Securitization Facility. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.

Stock Repurchase Program

On November 8, 2017, our Board of Directors, authorized a ~~new~~ stock repurchase program ~~replacing the previous $600 million program and~~ permitting repurchases of our outstanding shares not to exceed $650 million in the aggregate, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes. No repurchases were made under the program during the quarter and year-to-date period endedMarch ~~31, 2018.~~30, 2019. As of March 30, 2019, the entire $650 million of repurchases allowable under the program remained, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes.

Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

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


	Thirteen Week Periods Ended						Twenty-Six Week Periods Ended						Thirteen Week Periods Ended					Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			March 31, 2018			April 1, 2017			March 30, 2019		March 31, 2018			March 30, 2019		March 31, 2018
	(in thousands)
Net income	$	196,278		$	155,505		$	511,053		$	274,376
Net income including noncontrolling interests													$	202,632	$	196,278		$	398,674	$	511,053
Less: Loss from discontinued operations, net of tax⁽¹⁾	(5,562		)	(186		)	(2,798		)	(186		)	—		(5,562		)	—		(2,798		)
Income from continuing operations	201,840			155,691			513,851			274,562
Income from continuing operations including noncontrolling interests													202,632		201,840			398,674		513,851
Adjustments:
Depreciation and amortization expense	30,970			34,661			61,609			72,708			40,808		30,970			76,226		61,609
Interest expense, net	161,266			147,842			322,199			293,846			201,409		161,266			373,409		322,199
Income tax provision	45,347			59,508			(75,700		)	79,558			64,552		45,347			118,274		(75,700		)
EBITDA	439,423			397,702			821,959			720,674			509,401		439,423			966,583		821,959
Adjustments:
Inventory purchase accounting adjustments⁽²⁾	—			2,799			—			19,377			16,305		—			20,425		—
Acquisition integration costs⁽³⁾	3,980			1,399			5,329			2,509			5,187		3,980			7,413		5,329
Acquisition transaction-related expenses⁽⁴⁾	505			3,554			1,230			4,434			16,835		505			22,228		1,230
Non-cash stock compensation expense⁽⁵⁾	11,590			11,105			22,703			21,126			20,543		11,590			38,273		22,703
Refinancing costs⁽⁶⁾	638			3,507			1,751			35,591			3,298		638			3,434		1,751
Other, net⁽⁷⁾	6,987			1,610			11,684			(841		)	189		6,987			90		11,684
EBITDA As Defined	$	463,123		$	421,676		$	864,656		$	802,870		$	571,758	$	463,123		$	1,058,446	$	864,656

⁽¹⁾

During the fourth quarter of 2017, the Company committed to disposing of Schroth in connection with the settlement of a Department of Justice investigation into the competitive effects of the acquisition. Therefore, Schroth was classified as held-for-sale beginning September 30, 2017. On January 26, 2018, the Company completed the sale of Schroth in a management buyout to a private equity fund and certain members of Schroth management for approximately $61.4 million, subject to a working capital adjustment. Refer to Note ~~14, "Discontinued Operations,~~3, "Acquisitions and Divestitures," to the condensed consolidated financial statements included herein for further information.


⁽²⁾	Represents accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold.


⁽³⁾	Represents costs incurred to integrate acquired businesses and product lines into TD Group’s operations, facility relocation costs and other acquisition-related costs.


⁽⁴⁾	Represents transaction-related costs comprising deal fees; legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred.


⁽⁵⁾	Represents the compensation expense recognized by TD Group under our stock incentive plans.


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

⁽⁷⁾

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

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


	Twenty-Six Week Periods Ended
	March 31, 2018			April 1, 2017			Twenty-Six Week Periods Ended
	(in thousands)						March 30, 2019			March 31, 2018
Net cash provided by operating activities	$	453,684		$	390,500		$	452,997		$	453,684
Adjustments:
Changes in assets and liabilities, net of effects from acquisitions of businesses	(9,404		)	24,036			69,377			(9,404		)
Interest expense, net ⁽¹⁾	311,605			283,676			360,123			311,605
Income tax provision - current	90,892			79,212			125,793			90,892
Non-cash stock compensation expense ⁽²⁾	(22,703		)	(21,126		)	(38,273		)	(22,703		)
Refinancing costs ⁽⁶⁾	(1,751		)	(35,591		)	(3,434		)	(1,751		)
EBITDA from discontinued operations ⁽⁸⁾	(364		)	(33		)	—			(364		)
EBITDA	821,959			720,674			966,583			821,959
Adjustments:
Inventory purchase accounting adjustments ⁽³⁾	—			19,377			20,425			—
Acquisition integration costs ⁽⁴⁾	5,329			2,509			7,413			5,329
Acquisition transaction-related expenses ⁽⁵⁾	1,230			4,434			22,228			1,230
Non-cash stock compensation expense ⁽²⁾	22,703			21,126			38,273			22,703
Refinancing costs ⁽⁶⁾	1,751			35,591			3,434			1,751
Other, net ⁽⁷⁾	11,684			(841		)	90			11,684
EBITDA As Defined	$	864,656		$	802,870		$	1,058,446		$	864,656


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


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


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


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


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


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

⁽⁷⁾

⁽⁸⁾

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

As of March ~~31, 2018,~~30, 2019, TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its President, ~~and~~ Chief Executive Officer and Director (Principal Executive Officer) and ~~Executive Vice President and Interim~~ Chief Financial Officer (Principal Financial ~~and Accounting~~ Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures. Based upon that evaluation, the President, ~~and~~ Chief Executive Officer and ~~Executive Vice President~~Director and ~~Interim~~ Chief Financial Officer concluded that TD Group’s disclosure controls and procedures are effective to ensure that information required to be disclosed by TD Group in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to TD Group’s management, including President, ~~and~~ Chief Executive Officer and ~~Executive Vice President~~Director and ~~Interim~~ Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, TD Group’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures. There have been no significant changes in TD Group’s internal controls or other factors that could significantly affect the internal controls subsequent to the date of TD Group’s evaluations.

~~Changes in Internal Control over Financial Reporting~~

~~There was no change in the Company’s internal control over financial reporting that occurred during~~ During the fiscal quarter ended March 31, 2018, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. During the fiscal quarter ending March 31, 2018 and year-ended September 30, ~~2017,~~2019, the Company completed the acquisition of ~~Kirkhill and the Third Quarter 2017 Acquisitions.~~Esterline. The Company is currently integrating ~~these acquisitions~~the acquisition into its operations, compliance programs and internal control processes. As permitted by SEC rules and regulations, the Company has excluded ~~these acquisitions~~the acquisition from management's evaluation of internal controls over financial reporting as of March ~~31, 2018. These acquisitions~~30, 2019. The acquisition constituted ~~less than 2%~~approximately 33% of the Company's total assets (inclusive of acquired intangible assets) as of March ~~31, 2018,~~30, 2019, and ~~less than 1%~~approximately 10% of the Company's net sales in the fiscal quarter ended March ~~31, 2018.~~30, 2019.

.Changes in Internal Control over Financial Reporting

Except as described in the preceding paragraph, there was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended March 30, 2019, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017,~~2018, filed on November ~~13, 2017.~~9, 2018. There have been no material changes to the risk factors set forth therein.

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

On November 8, 2017, our Board of Directors, authorized a ~~new~~ stock repurchase program ~~replacing the previous $600 million program and~~ permitting repurchases of our outstanding shares not to exceed $650 million in the aggregate, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes. No repurchases were made under the program during the thirteen and twenty-six week periods ended March ~~31, 2018.~~30, 2019. As of March 30, 2019, the entire $650 million of repurchases allowable under the program remained, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes.

ITEM 6. EXHIBITS



Exhibit No.	Description
3.1		~~Third~~Fifth Amended and Restated Certificate of Incorporation of Esterline Technologies Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.2	Second Amended and Restated Bylaws of Esterline Technologies Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.3	Certificate of Incorporation of Souriau USA, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.4	Amended and Restated Bylaws of Souriau USA, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.5	Certificate of Formation of Esterline International Company (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.6	Amended and Restated Bylaws of Esterline International Company (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.7	Certificate of Incorporation, as amended, of Leach Holding Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.8	Amended and Restated Bylaws of Leach Holding Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.9	Certificate of Incorporation, as amended, of Leach International Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.10	Amended and Restated Bylaws of Leach International Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.11	Certificate of Incorporation of Leach Technology Group, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.12	Amended and Restated Bylaws of Leach Technology Group, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.13	Restated Articles of Incorporation of TA Aerospace Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.14	Amended and Restated Bylaws of TA Aerospace Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.15	Certificate of Formation of Esterline US LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.16	Amended and Restated Limited Liability Company Agreement of Esterline US LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.17	Certificate of Formation of CMC Electronics Aurora LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.18	Amended and Restated Limited Liability Company Agreement of CMC Electronics Aurora LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.19	Amended and Restated Certificate of Incorporation of Advanced Input Devices, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.20	Amended and Restated Bylaws of Advanced Input Devices, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.21	Certificate of Formation of Esterline Europe Company LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.22	Amended and Restated Limited Liability Company Agreement of Esterline Europe Company LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.23	Certificate of Formation of Esterline Georgia US LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)



3.24		Amended and Restated Limited Liability Company Agreement of Esterline Georgia US LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.25		Amended and Restated Certificate of Formation of Esterline Federal LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.26		Amended and Restated Limited Liability Company Agreement of Esterline Federal LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.27		Certificate of Incorporation, as amended, of Angus Electronics Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.28		Amended and Restated Bylaws of Angus Electronics Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.29		Amended and Restated Articles of Incorporation of Avista, Incorporated (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.30		Amended and Restated Bylaws of Avista, Incorporated (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.31		Certificate of Incorporation, as amended, of Esterline Sensors Services Americas, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.32		Amended and Restated Bylaws of Esterline Sensors Services Americas, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.33		Certificate of Formation of Esterline Technologies SGIP LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.34		Amended and Restated Limited Liability Company Agreement of Esterline Technologies SGIP LLC (Filed herewith)
3.35		Certificate of Incorporation of Hytek Finishes Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.36		Amended and Restated Bylaws of Hytek Finishes Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.37		Restated Articles of Incorporation of Janco Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.38		Amended and Restated Bylaws of Janco Corporation (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.39		Certificate of Incorporation, as amended, of Mason Electric Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.40		Amended and Restated Bylaws of Mason Electric Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.41		Amended and Restated Articles of Incorporation of NMC Group Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.42		Amended and Restated Bylaws of NMC Group Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.43		Certificate of Incorporation, as amended, of Norwich Aero Products, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.44		Amended and Restated By-laws of Norwich Aero Products, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.45		Certificate of Incorporation, as amended, of Palomar Products, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.46		Amended and Restated Bylaws of Palomar Products, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.47		Certificate of Formation of 17111 Waterview Pkwy LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.48		Amended and Restated Limited Liability Company Agreement of 17111 Waterview Pkwy LLC (Filed herewith)



3.49	Certificate of Incorporation of Korry Electronics Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.50	Amended and Restated Bylaws of Korry Electronics Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.51	Certificate of Incorporation, as amended, of Memtron Technologies Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.52	Amended and Restated Bylaws of Memtron Technologies Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.53	Limited Liability Company Articles of Organization of Sunbank Family of Companies LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.54	Amended and Restated Operating Agreement of Sunbank Family of Companies LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.55	Limited Liability Company Articles of Organization, as amended, of Joslyn Sunbank Company, LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.56	Amended and Restated Operating Agreement of Joslyn Sunbank Company, LLC (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.57	Certificate of Incorporation of Armtec Defense Products Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.58	Amended and Restated Bylaws of Armtec Defense Products Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.59	Certificate of Incorporation of Armtec Countermeasures Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.60	Amended and Restated Bylaws of Armtec Countermeasures Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.61	Certificate of Incorporation, as amended, of Armtec Countermeasures TNO Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.62	Amended and Restated Bylaws of Armtec Countermeasures TNO Co. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.63	Certificate of Incorporation of Racal Acoustics, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.64	Amended and Restated Bylaws of Racal Acoustics, Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.65	Amended and Restated Articles of Incorporation of Gamesman Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
3.66	Amended and Restated Bylaws of Gamesman Inc. (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.1	Indenture, dated as of February 13, 2019, among TransDigm Inc., as issuer, TransDigm Group Incorporated, ~~(incorporated~~as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.25% Senior Secured Notes due 2026 (Incorporated by reference to 8-K filed ~~January 30, 2018)~~February 13, 2019)
~~3.2~~4.2		~~Amended and Restated Bylaws~~Form of ~~Kirkhill Inc. (filed herewith)~~
~~3.3~~		~~Certificate of Incorporation, filed February 21, 2018, of KH Acquisition I Co. (now known as Kirkhill Inc.) (filed herewith)~~
~~10.1~~		~~Separation Agreement, dated January 2, 2018, between TransDigm Group Incorporated and Terrance Paradie* (filed herewith)~~
~~10.2~~		~~Employment Agreement, dated February 1, 2018, between TransDigm Group Incorporated and Alex Feil* (filed herewith)~~
~~10.3~~		~~Employment Agreement, dated February 1, 2018, between TransDigm Group Incorporated and Rodrigo Rubiano* (filed herewith)~~
~~10.4~~		~~Second Amended and Restated Employment Agreement, dated January 25, 2018, between TransDigm Group Incorporated and Robert Henderson* (incorporated~~6.25% Senior Secured Notes due 2026 (Incorporated by reference to 8-K filed ~~January 30, 2018)~~February 13, 2019)
~~10.5~~4.3		~~Refinancing Facility~~Indenture, dated as of February 13, 2019, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 7.50% Senior Subordinated Notes due 2027 (Incorporated by reference to 8-K filed February 13, 2019)
4.4	Form of 7.50% Senior Subordinated Notes due 2027 (Incorporated by reference to 8-K filed February 13, 2019)
4.5	Registration Rights Agreement, dated as of February 13, 2019, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives for the initial purchasers listed therein (Incorporated by reference to 8-K filed February 13, 2019)



4.6	Thirteenth Supplemental Indenture, dated as of March 29, 2019, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.7	Thirteenth Supplemental Indenture, dated as of March 29, 2019, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.8	Twelfth Supplemental Indenture, dated as of March 29, 2019, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm, Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.9	Ninth Supplemental Indenture, dated as of March 29, 2019, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm, Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.10	Third Supplemental Indenture, dated as of March 29, 2019, among TransDigm UK Holdings plc, as issuer, TransDigm Group Incorporated and TransDigm Inc., as guarantors, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm, Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.11	First Supplemental Indenture, dated as of March 29, 2019, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm, Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
4.12	First Supplemental Indenture, dated as of March 29, 2019, among TransDigm, Inc., TransDigm Group Incorporated, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc, TransDigm, Inc. and TransDigm Group Incorporated's Form S-4 filed April 2, 2019)
10.1	Amendment No. 6 and Incremental Revolving Credit Assumption Agreement, dated as of March 14, 2019, to the Second Amended and Restated Credit Agreement, dated as of ~~February 22, 2018,~~June 4, 2014, among TransDigm Inc., ~~as borrower,~~ TransDigm Group Incorporated, ~~as guarantor,~~each subsidiary of TransDigm Inc. party thereto, the ~~subsidiary guarantors~~lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent ~~and~~for the ~~other agents and lenders named therein (incorporated~~lenders. (Incorporated by reference to 8-K filed ~~February 22, 2018)~~March 14, 2019)
31.1		Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d- 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Financial Statements and Notes to the Condensed Consolidated Financial Statements formatted in XBRL

* Denotes management contact or compensatory plan or arrangement

SIGNATURES

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

TRANSDIGM GROUP INCORPORATED



SIGNATURE	TITLE	DATE

/s/ Kevin Stein	President, ~~and~~ Chief Executive Officer and Director (Principal Executive Officer)	May ~~4, 2018~~8, 2019
Kevin Stein		May ~~4, 2018~~8, 2019

/s/ ~~James Skulina~~Michael Lisman	~~Executive Vice President and~~ ~~Interim~~ Chief Financial Officer (Principal Financial ~~and Accounting~~ Officer)	May ~~4, 2018~~8, 2019
~~James Skulina~~Michael Lisman		May ~~4, 2018~~8, 2019

~~EXHIBIT INDEX~~

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



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

* Denotes management contact or compensatory plan or arrangement



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



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



Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, $0.01 par value	TDG	New York Stock Exchange



			Page
Part I		FINANCIAL INFORMATION
	Item 1	Financial Statements
		Condensed Consolidated Balance Sheets – March ~~31, 2018~~30, 2019 and September 30, ~~2017~~2018	1
		Condensed Consolidated Statements of Income – Thirteen and Twenty-Six Week Periods Ended March 30, 2019 and March 31, 2018 ~~and April 1, 2017~~	2
		Condensed Consolidated Statements of Comprehensive Income – Thirteen and Twenty-Six Week Periods Ended March 30, 2019 and March 31, 2018 ~~and April 1, 2017~~	3
		Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Deficit – Thirteen and Twenty-Six Week ~~Period~~Periods Ended March 30, 2019 and March 31, 2018	4
		Condensed Consolidated Statements of Cash Flows – Thirteen and Twenty-Six Week Periods Ended March 30, 2019 and March 31, 2018 ~~and April 1, 2017~~	56
		Notes to Condensed Consolidated Financial Statements	67
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2534
	Item 3	Quantitative and Qualitative Disclosure About Market Risk	4051
	Item 4	Controls and Procedures	4051
Part II		OTHER INFORMATION	4152
	Item 1	Legal Proceedings	4152
	Item 1A	Risk Factors	4152
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4152
	Item 6	Exhibits	4253
SIGNATURES			4357


	March 31, 2018			September 30, 2017			March 30, 2019			September 30, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,011,007		$	650,561		$	2,441,336		$	2,073,017
Restricted cash							387,566			—
Trade accounts receivable - Net	644,985			636,127			1,141,249			704,310
Inventories - Net	767,232			730,681			1,453,044			805,292
Assets held-for-sale	—			77,500
Prepaid expenses and other	46,880			38,683			172,334			74,668
Total current assets	2,470,104			2,133,552			5,595,529			3,657,287
PROPERTY, PLANT AND EQUIPMENT - NET	352,456			324,924			737,599			388,333
GOODWILL	5,758,705			5,745,338			8,614,316			6,223,290
OTHER INTANGIBLE ASSETS - NET	1,700,409			1,717,862			2,724,452			1,788,404
DEFERRED INCOME TAXES							38,972			—
OTHER	113,003			53,985			86,288			140,153
TOTAL ASSETS	$	10,394,677		$	9,975,661		$	17,797,156		$	12,197,467

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt	$	69,147		$	69,454		$	448,163		$	75,817
Short-term borrowings - trade receivable securitization facility	299,833			299,587			299,806			299,519
Accounts payable	151,709			148,761			318,586			173,603
Accrued liabilities	292,146			335,888			659,638			351,443
Liabilities held-for-sale	—			17,304
Total current liabilities	812,835			870,994			1,726,193			900,382
LONG-TERM DEBT	11,365,790			11,393,620			16,509,181			12,501,946
DEFERRED INCOME TAXES	359,342			500,949			658,175			399,496
OTHER NON-CURRENT LIABILITIES	166,047			161,302			385,854			204,114
Total liabilities	12,704,014			12,926,865			19,279,403			14,005,938
STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 56,513,989 and 56,093,659 at March 31, 2018 and September 30, 2017, respectively	565			561
TD GROUP STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 57,304,097 and 56,895,686 at March 30, 2019 and September 30, 2018, respectively							573			569
Additional paid-in capital	1,143,715			1,095,319			1,291,103			1,208,742
Accumulated deficit	(2,684,832		)	(3,187,220		)	(1,851,113		)	(2,246,578		)
Accumulated other comprehensive income (loss)	6,519			(85,143		)
Treasury stock, at cost; 4,161,326 and 4,159,207 shares at March 31, 2018 and September 30, 2017, respectively	(775,304		)	(774,721		)
Total stockholders’ deficit	(2,309,337		)	(2,951,204		)
Accumulated other comprehensive (loss) income							(157,037		)	4,100
Treasury stock, at cost; 4,161,326 shares at March 30, 2019 and September 30, 2018, respectively							(775,304		)	(775,304		)
Total TD Group stockholders’ deficit							(1,491,778		)	(1,808,471		)
NONCONTROLLING INTEREST							9,531			—
Total stockholders' deficit							(1,482,247		)	(1,808,471		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10,394,677		$	9,975,661		$	17,797,156		$	12,197,467



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



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



	TD Group Stockholders
	Common Stock			Additional Paid-In Capital					Accumulated Other Comprehensive (Loss) Income			Treasury Stock
	Number of Shares	Par Value		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive (Loss) Income			Number of Shares		Value			Non-controlling Interest		Total
BALANCE, SEPTEMBER 30, 2018	56,895,686	$	569	$	1,208,742	$	(2,246,578	)	$	4,100		(4,161,326	)	$	(775,304	)	$	—	$	(1,808,471	)
Cumulative effect of ASC 606, adopted October 1, 2018	—	—		—		3,284			—			—		—			—		3,284
Cumulative effect of ASU 2016-16, adopted October 1, 2018	—	—		—		(353		)	—			—		—			—		(353		)
Accrued unvested dividend equivalents and other	—	—		—		(3,122		)	—			—		—			—		(3,122		)
Compensation expense recognized for employee stock options	—	—		16,645		—			—			—		—			—		16,645
Exercise of employee stock options	109,695	1		14,174		—			—			—		—			—		14,175
Net income	—	—		—		196,042			—			—		—			—		196,042
Foreign currency translation adjustments, net of tax	—	—		—		—			(11,228		)	—		—			—		(11,228		)
Unrealized (loss) gain on derivatives, net of tax	—	—		—		—			(73,865		)	—		—			—		(73,865		)
BALANCE, DECEMBER 29, 2018	57,005,381	$	570	$	1,239,561	$	(2,050,727	)	$	(80,993	)	(4,161,326	)	$	(775,304	)	$	—	$	(1,666,893	)
Acquisition of business	—	—		—		—			—			—		—			9,307		9,307
Accrued unvested dividend equivalents and other	—	—		—		(2,794		)	—			—		—			—		(2,794		)
Compensation expense recognized for employee stock options	—	—		18,381		—			—			—		—			—		18,381
Exercise of employee stock options	298,240	3		32,952		—			—			—		—			—		32,955
Common stock issued	476	—		209		—			—			—		—			—		209
Net income	—	—		—		202,408			—			—		—			224		202,632
Foreign currency translation adjustments, net of tax	—	—		—		—			(12,921		)	—		—			—		(12,921		)
Unrealized (loss) gain on derivatives, net of tax	—	—		—		—			(63,254		)	—		—			—		(63,254		)
Pensions and other postretirement benefits adjustments, net of tax	—	—		—		—			131			—		—			—		131
BALANCE, MARCH 30, 2019	57,304,097	$	573	$	1,291,103	$	(1,851,113	)	$	(157,037	)	(4,161,326	)	$	(775,304	)	$	9,531	$	(1,482,247	)



Assets acquired:
Current assets, excluding cash acquired	$	1,482,442
Property, plant, and equipment	338,990
Other intangible assets	992,000
Goodwill	2,431,180
Other	49,710
Total assets acquired	5,294,322
Liabilities assumed:
Current liabilities	843,653
Other noncurrent liabilities	526,819
Total liabilities assumed	1,370,472
Net assets acquired	$	3,923,850



(Amounts in thousands, except per share amounts)	Thirteen Week Periods Ended				Twenty-Six Week Periods Ended
	March 30, 2019		March 31, 2018		March 30, 2019		March 31, 2018
Net sales	$	1,589,314	$	1,448,515	$	3,065,341	$	2,776,082
Income from continuing operations including noncontrolling interests	$	201,754	$	156,350	$	387,338	$	214,189
Net earnings per share attributable to TD Group stockholders from continuing operations - basic and diluted	$	3.59	$	2.81	$	6.45	$	2.84



Assets acquired:
Current assets, excluding cash acquired	$	53,698
Property, plant, and equipment	4,103
Other intangible assets	105,000
Goodwill	406,673
Total assets acquired	569,474
Liabilities assumed:
Current liabilities	9,876
Other noncurrent liabilities	25,028
Total liabilities assumed	34,904
Net assets acquired	$	534,570



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



	September 30, 2018			Adjustments due to ASC 606				October 1, 2018
Assets
Unbilled receivables⁽¹⁾	$	10,056		$	8,272			$	18,328
Inventories - Net	805,292			(3,977		)		801,315

Liabilities and Stockholders' Deficit							��
Deferred income taxes	$	399,496		$	1,011			$	400,507
Accumulated deficit	(2,246,578		)	3,284				(2,243,294		)


⁽¹⁾	Included in prepaid expenses and other on the condensed consolidated balance sheet.


⁽²⁾	Included in other non-current assets on the condensed consolidated balance sheet.



	March 30, 2019			September 30, 2018
Raw materials and purchased component parts	$	811,829		$	540,290
Work-in-progress	483,198			237,335
Finished goods	263,460			127,018
Total	1,558,487			904,643
Reserves for excess and obsolete inventory	(105,443		)	(99,351		)
Inventories - Net	$	1,453,044		$	805,292



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



	March 30, 2019						September 30, 2018
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Trademarks and trade names	$	1,037,533	$	—	$	1,037,533	$	799,749	$	—	$	799,749
Technology	1,853,900		451,267		1,402,633		1,347,314		416,579		930,735
Order backlog	88,113		10,561		77,552		12,200		5,409		6,791
Customer relationships	215,986		17,013		198,973		62,561		14,277		48,284
Other	16,335		8,574		7,761		10,873		8,028		2,845
Total	$	3,211,867	$	487,415	$	2,724,452	$	2,232,697	$	444,293	$	1,788,404



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


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


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



	Gross Amount		Amortization Period
Intangible assets not subject to amortization:
Goodwill	$	2,439,436
Trademarks and trade names	251,700
	2,691,136
Intangible assets subject to amortization:
Technology	509,500		20 years
Order backlog	78,000		1.5 years
Customer relationships	156,000		20 years
	743,500		18 years
Total	$	3,434,636



	Power & Control		Airframe			Non- aviation		Esterline			Total
Balance - September 30, 2018	$	3,677,683	$	2,452,332		$	93,275	$	—		$	6,223,290
Goodwill acquired during the year	8,256		—			—		2,431,180			2,439,436
Purchase price allocation adjustments	2,967		—			—		—			2,967
Currency translation adjustment	—		(1,631		)	—		(49,746		)	(51,377		)
Balance - March 30, 2019	$	3,688,906	$	2,450,701		$	93,275	$	2,381,434		$	8,614,316



	March 30, 2019
	Gross Amount		Debt Issuance Costs			Original Issue Discount or Premium			Net Amount
Short-term borrowings—trade receivable securitization facility	$	300,000	$	(194	)	$	—		$	299,806
Term loans	$	7,561,718	$	(63,852	)	$	(19,122	)	$	7,478,744
5.50% senior subordinated notes due 2020 (2020 Notes)	—		—			—			—
6.00% senior subordinated notes due 2022 (2022 Notes)	1,150,000		(4,781		)	—			1,145,219
3.625% senior notes due 2023 (2023 Notes)	370,425		(2,996		)	—			367,429
6.50% senior subordinated notes due 2024 (2024 Notes)	1,200,000		(6,278		)	—			1,193,722
6.50% senior subordinated notes due 2025 (2025 Notes)	750,000		(3,241		)	3,363			750,122
6.375% senior subordinated notes due 2026 (6.375% 2026 Notes)	950,000		(7,294		)	—			942,706
6.875% senior subordinated notes due 2026 (6.875% 2026 Notes)	500,000		(5,511		)	(3,371		)	491,118
6.25% secured notes due 2026 (2026 Secured Notes)	4,000,000		(62,479		)	1,953			3,939,474
7.50% senior subordinated notes due 2027 (2027 Notes)	550,000		(5,312		)	—			544,688
Government refundable advances	38,663		—			—			38,663
Capital lease obligations	65,458		—			—			65,458
	17,136,264		(161,744		)	(17,177		)	16,957,343
Less current portion	451,738		(3,576		)	—			448,162
Long-term debt	$	16,684,526	$	(158,168	)	$	(17,177	)	$	16,509,181


⁽⁵⁾	The carrying amount of the debt instrument is presented net of ~~the~~ debt issuance ~~costs.~~costs, premium and discount. Refer to Note 8,9, "Debt," for gross carrying amounts.



Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Conversion of Related Variable Rate Debt to Fixed Rate of:
$750	3/31/2016	6/30/2020	Tranche E	5.3% (2.8% plus the 2.5% margin percentage)
$500	6/29/2018	3/31/2025	Tranche E	5.5% (3.0% plus the 2.5% margin percentage)
$750	6/30/2020	6/30/2022	Tranche E	5.0% (2.5% plus the 2.5% margin percentage)
$1,500	6/30/2022	3/31/2025	Tranche E	5.6% (3.1% plus the 2.5% margin percentage)
$1,000	9/30/2014	6/28/2019	Tranche F	4.9% (2.4% plus the 2.5% margin percentage)
$1,000	6/28/2019	6/30/~~2019~~2021	Tranche F	4.3% (1.8% plus the 2.5% margin percentage)
$1,400	6/30/2021	3/31/2023	Tranche F	5.5% (3.0% plus the 2.5% margin percentage)
$500	12/30/2016	12/31/2021	Tranche G	~~4.90% (2.40%~~4.4% (1.9% plus the ~~2.50%~~2.5% margin percentage)
$400	9/30/2017	9/30/2022	Tranche G	~~4.40% (1.90%~~4.4% (1.9% plus the ~~2.50%~~2.5% margin percentage)
$~~750~~900	12/31/2021	6/~~30/2020~~	~~6/30/2022~~28/2024	Tranche FG	~~5.25% (2.50%~~5.6% (3.1% plus the ~~2.75%~~2.5% margin percentage)
$~~500~~400	~~12/~~9/30/~~2016~~2022	~~12/31/2021~~6/28/2024	Tranche FG	~~4.65% (1.90%~~5.5% (3.0% plus the ~~2.75%~~2.5% margin percentage)
~~$1,000~~	~~6/28/2019~~	~~6/30/2021~~	~~Tranche F~~	~~4.55% (1.80% plus the 2.75% margin percentage)~~
~~$750~~	~~3/31/2016~~	~~6/30/2020~~	~~Tranche F~~	~~5.55% (2.80% plus the 2.75% margin percentage)~~



Aggregate Notional Amount (in millions)	Start Date	End Date	Related Term Loans	Offsets Variable Rate Debt Attributable to Fluctuations Above:
$750	9/30/2015	6/30/2020	Tranche E	Three month LIBO rate of 2.5%
$750	6/30/2020	6/30/2022	Tranche FE	Three month LIBO rate of ~~2.50%~~
~~$400~~	~~12/30/2016~~	~~12/31/2021~~	~~Tranche F~~	~~Three month LIBO rate of 2.50%~~2.5%
$400	6/30/2016	6/30/2021	Tranche F	Three month LIBO rate of ~~2.00%~~2.0%
$~~750~~400	9/12/30/~~2015~~2016	~~6/30/2020~~12/31/2021	Tranche EG	Three month LIBO rate of ~~2.50%~~2.5%


⁽¹⁾	Refer to Note ~~10,~~11, "Fair Value Measurements," for the condensed consolidated balance sheet classification of our interest rate swap and cap agreements.



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



	Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges ⁽¹⁾			Defined benefit pension plan activity ⁽²⁾			Currency translation adjustment			Total
Balance at September 30, 2018	$	67,191		$	(10,729	)	$	(52,362	)	$	4,100
Current-period other comprehensive (loss) gain	(139,006		)	131			(24,149		)	(163,024		)
Amounts reclassified from AOCI related to derivative instruments	1,887			—			—			1,887
Balance at March 30, 2019	$	(69,928	)	$	(10,598	)	$	(76,511	)	$	(157,037	)


⁽¹⁾	Unrealized (loss) gain represents ~~interest rate swap and cap agreements,~~derivative instruments, net of taxes of ~~$(14,290)~~$19,210 and ~~$(1,310)~~$(14,290) for the thirteen week periods ended March 30, 2019 and March 31, 2018, respectively and ~~April 1, 2017~~$41,480 and $(24,725) ~~and $(24,427)~~ for the twenty-six week periods ended March 30, 2019 and March 31, 2018, respectively.


⁽²⁾	Defined benefit pension plan and ~~April 1, 2017, respectively.~~other postretirement plan activity represents pension liability adjustments, net of taxes of $(51) for the thirteen and twenty-six week periods ended March 30, 2019.


	Amount reclassified						Amount reclassified
	Twenty-Six Week Periods Ended						Twenty-Six Week Periods Ended
Description of reclassifications out of accumulated other comprehensive (loss) income	March 31, 2018			April 1, 2017			March 30, 2019			March 31, 2018
Amortization from redesignated interest rate swap and cap agreements ⁽¹⁾	$	2,213		$	1,913		$	1,461		$	2,213
Deferred tax benefit from redesignated interest rate swap and cap agreements	(566		)	(715		)
Losses from settlement of foreign currency forward exchange contracts ⁽²⁾							1,005			—
Deferred tax benefit on reclassifications out of accumulated other comprehensive (loss) income							(579		)	(566		)
Losses reclassified into earnings, net of tax	$	1,647		$	1,198		$	1,887		$	1,647


⁽¹⁾	This component of accumulated other comprehensive (loss) income is included in interest expense (see Note ~~11,~~12, “Derivatives and Hedging Activities,” for additional information).


	TransDigm Group			TransDigm Inc.			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total Consolidated			TransDigm Group			TransDigm Inc.		TransDigm UK		Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	14,621		$	817,685		$	3,284	$	175,417	$	—		$	1,011,007		$	143		$	1,412,477	$	268	$	(9,432	)	$	1,037,880	$	—		$	2,441,336
Restricted cash																	—			—		—		—			387,566		—			387,566
Trade accounts receivable - Net	—			—			13,998		652,816		(21,829		)	644,985			—			—		—		226,948			914,507		(206		)	1,141,249
Inventories - Net	—			46,100			603,775		120,414		(3,057		)	767,232			—			48,057		—		935,060			483,481		(13,554		)	1,453,044
Prepaid expenses and other	—			7,477			23,855		15,548		—			46,880			—			60,143		—		62,136			50,055		—			172,334
Total current assets	14,621			871,262			644,912		964,195		(24,886		)	2,470,104			143			1,520,677		268		1,214,712			2,873,489		(13,760		)	5,595,529
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES	(2,323,958		)	10,255,472			8,266,878		2,698,962		(18,897,354		)	—			(1,491,921		)	20,091,568		1,108,369		9,532,453			3,872,214		(33,112,683		)	—
PROPERTY, PLANT AND EQUIPMENT - NET	—			15,611			286,939		49,906		—			352,456			—			47,827		—		464,012			225,760		—			737,599
GOODWILL	—			82,553			5,006,108		670,044		—			5,758,705			—			82,924		—		5,984,217			2,547,175		—			8,614,316
OTHER INTANGIBLE ASSETS - NET	—			26,907			1,422,511		250,991		—			1,700,409			—			25,908		—		1,692,863			1,005,681		—			2,724,452
DEFERRED INCOME TAXES																	—			—		—		7			38,965		—			38,972
OTHER	—			78,068			29,107		5,828		—			113,003			—			34,347		—		28,757			23,184		—			86,288
TOTAL ASSETS	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677		$	(1,491,778	)	$	21,803,251	$	1,108,637	$	18,917,021		$	10,586,468	$	(33,126,443	)	$	17,797,156
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	—		$	69,147		$	—	$	—	$	—		$	69,147		$	—		$	75,847	$	—	$	1,712		$	370,604	$	—		$	448,163
Short-term borrowings - trade receivable securitization facility	—			—			—		299,833		—			299,833						—		—		—			299,806		—			299,806
Accounts payable	—			16,951			116,868		37,513		(19,623		)	151,709			—			22,416		—		168,195			127,975		—			318,586
Accrued liabilities	—			113,827			128,807		49,512		—			292,146			—			219,766		12,891		205,790			221,191		—			659,638
Total current liabilities	—			199,925			245,675		386,858		(19,623		)	812,835			—			318,029		12,891		375,697			1,019,576		—			1,726,193
LONG-TERM DEBT	—			11,365,790			—		—		—			11,365,790			—			15,918,829		491,118		58,242			40,992		—			16,509,181
DEFERRED INCOME TAXES	—			300,255			113		58,974		—			359,342			—			577,615		—		19			80,541		—			658,175
OTHER NON-CURRENT LIABILITIES	—			68,538			69,243		28,266		—			166,047			—			218,538		—		100,104			67,212		—			385,854
Total liabilities	—			11,934,508			315,031		474,098		(19,623		)	12,704,014			—			17,033,011		504,009		534,062			1,208,321		—			19,279,403
STOCKHOLDERS’ (DEFICIT) EQUITY	(2,309,337		)	(604,635		)	15,341,424		4,165,828		(18,902,617		)	(2,309,337		)
TD GROUP STOCKHOLDERS' (DEFICIT) EQUITY																	(1,491,778		)	4,770,240		604,628		18,380,603			9,370,972		(33,126,443		)	(1,491,778		)
NONCONTROLLING INTEREST																	—			—		—		2,356			7,175		—			9,531
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	(2,309,337	)	$	11,329,873		$	15,656,455	$	4,639,926	$	(18,922,240	)	$	10,394,677		$	(1,491,778	)	$	21,803,251	$	1,108,637	$	18,917,021		$	10,586,468	$	(33,126,443	)	$	17,797,156