TDG - 2024 Analyst Day Presentation
TDG - 2024 Analyst Day Presentation
Analyst Day
June 26, 2024
1
Agenda
Time Event Presenter
8:30 Registration
9:00 Start
Opening Remarks Nick Howley
TDG Overview Kevin Stein
Consistent Operating Model & Customer Value Overview Mike Lisman
Management Process & Value Creation Joel Reiss
Financial Review Sarah Wynne
Mergers & Acquisitions Process Blake Kelleher
Recent Acquisitions & Integration Patrick Murphy
M&A Wrap-up & Product Presentations Introduction Kevin Stein
Break
Lunch
Q&A Panel
2:00 End
2
Forward Looking Statements
Statements in this presentation that are not historical facts, including statements under the heading “2024E,” are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” or “continue” and other
words and terms of similar meaning may identify forward-looking statements.
All forward-looking statements involve risks and uncertainties that could cause TransDigm Group’s actual results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, TransDigm Group. These risks and uncertainties include but are not limited to: the sensitivity of our business to the number
of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; supply chain constraints;
increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; our indebtedness;
current and future geopolitical or other worldwide events, including, without limitation, wars or conflicts and public health crises; cybersecurity threats; risks related to the
transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary goals or regulatory requirements; our reliance on certain
customers; the United States (“U.S.”) defense budget and risks associated with being a government supplier including government audits and investigations; failure to maintain
government or industry approvals; risks related to changes in laws and regulations, including increases in compliance costs; potential environmental liabilities; liabilities arising in
connection with litigation; risks and costs associated with our international sales and operations; and other factors.
Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s most recent
Annual Report on Form 10-K and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission. Except as required by law,
TransDigm Group undertakes no obligation to revise or update the forward-looking statements contained in this presentation.
3
Special Notice Regarding Pro Forma
and Non-GAAP Information
This presentation sets forth certain pro forma financial information. This pro forma financial information gives effect to certain recently completed acquisitions. Such pro
forma information is based on certain assumptions and adjustments and does not purport to present TransDigm's actual results of operations or financial condition had the
transactions reflected in such pro forma financial information occurred at the beginning of the relevant period, in the case of income statement information, or at the end of
such period, in the case of balance sheet information, nor is it necessarily indicative of the results of operations that may be achieved in the future.
This presentation also sets forth certain non-GAAP financial measures. A presentation of the most directly comparable GAAP measures and a reconciliation to such measures
are set forth in the appendix.
4
Opening Remarks
Nick Howley– Chairman of the Board
Opening Remarks
6
Consistent Value Compounder
In its 18 years under public ownership, TransDigm has outperformed the S&P 500 by 26x and its
peer group by 12x
Source: CapIQ
1. Return calculation assumes dividends are reinvested and accounts for share dilution
2. Peer Group consists of HEICO, Woodward, L3Harris, AAR Corp., and Triumph 7
Consistent Value Compounder
TransDigm has returned nearly 3,300x its initial invested equity, reflecting a remarkably evenly
distributed 36% IRR1 for over three decades
8
Organizational Philosophy - Decentralized
CORPORATE
Corporate Local
Control Autonomy
OPERATING UNIT
9
Unique Compensation Concept –
“Think/act like an owner”
TDG Ownership
10
Consistent Strategy & Value Creation
11
TransDigm Overview
Kevin Stein – President & CEO
Experienced Senior Management Team with Proven
Track Record
EXECUTIVE TITLE
Officers & Executives:
Kevin Stein President & CEO
Mike Lisman Co-COO
79%
80%
70%
60%
50%
40%
30%
30% 27% 27%
20% 15%
12%
10%
0%
10 YR Return CAGR 5 YR Return CAGR 1 YR Return CAGR
(1) (2)
TDG S&P 500
(1) TransDigm returns are adjusted for special dividends paid of $187.00 in 10-year period, $116.00 in 5-year period and $35.00 in 1-year period. All returns measured as of 5/31/24. 14
(2) S&P adjusted for dividends estimated to be 1%.
Our Objective
15
Unique & Consistent Business Strategy
Private & Public
16
Company Overview
Business Snapshot
($ in millions)
%
Change
FY2024 FY24 Guidance
Guidance Mid-Point v.
FY2022 FY2023 Mid-Point (2) FY22
Revenue $ 5,429 $ 6,585 $ 7,740 + 43%
(1) EBITDA as Defined is a non-GAAP financial measure. For a historical reconciliation of EBITDA as Defined to Net Income, please see the appendix.
(2) Revenue and EBITDA As Defined information under FY24 Guidance Mid-Point reflect the mid-point of the guidance range for the fiscal year ending 9/30/24 that was issued on 5/7/24. TransDigm only updates guidance quarterly and this presentation does
not confirm or update guidance now.
(3) Enterprise value calculated as of 6/17/24 equals equity value (shares outstanding as of 3/30/24 multiplied by the TDG closing stock price on 6/17/24) plus pro forma total net debt (total debt less cash).
(4) TDG closing stock price on 6/17/24 plus $35 dividends paid in fiscal 2024. 17
Consistent Record of Growth and Margin Expansion
($ in millions) ($ in millions)
$7,000 $3,500
$6,000 $3,000
$5,000 $2,500
$4,000 $2,000
$3,000 $1,500
$2,000 $1,000
$1,000 $500
$0 $0
1993
1998
2003
2008
2013
2018
2023
2024E
1993
1998
2003
2008
2013
2018
2023
2024E
Aftermarket
OE Production
5 10 15 20 25 30 35 40 45 50 55 60 65 70
Airframe Program Life Cycle (Years)
19
Strong Focus on High-Margin Aftermarket
FY 2023 Pro Forma Revenues (1) EBITDA As Defined (2)
Commercial
Defense Aftermarket OEM
38% 35%
Aftermarket
Commercial OEM
27%
Aftermarket: 56%
OEM: 44%
(1) Pro forma revenue is for the fiscal year ended 9/30/2023. Includes full year impact of the Calspan Corporation acquisition completed May 2023. Excludes impact of any fiscal year 2024 acquisitions. Please see the Special Notice Regarding Pro Forma and Non-
GAAP Information. 20
(2) EBITDA As Defined is the primary measurement used by management to review and assess the operating performance of each segment.
Significant Proprietary Revenue Base
Proprietary Revenue
Non-proprietary
~10%
Proprietary
~90%
21
Note: Based on management estimates of pro forma TransDigm sales for FY2023. Please see the Special Notice Regarding Pro Forma and Non-GAAP Information.
Proven Record of Acquisition and Integration
Privately Held NYSE
1993 – 2006 2006 – 2010 2011 – 2014 2015 – 2018 2019 – 2020 2021 – 2024
Telair
Electra-Motion Schneller AAR Cargo Systems Systems(3) Canyon
Aeroproducts
Armtec AeroConnect
Wiggins CDA InterCorp. Harco Nordisk Aviation
Auxitrol Weston DART Aerospace
Controlex Avtech AmSafe Passenger Franke Aquarotter
Restraints Avista (5) Calspan
Marathon ADS/Transicoil Pexco
Corporation
AmSafe Commercial CMC Electronics
AmSafe
Bruce PneuDraulics
Adams Rite Aerospace
GKN – FPT
Products Darchem
Christie CEF Breeze-Eastern Industries
AmSafe Cargo Gamesman(3)
Champion Unison/GE DDC SEI Industries
Restraints & Specialty
APC/GE Young & Franklin Hytek
Honeywell Lube Pump Devises CPI – Electron
Esterline
Acme (Tactair) Korry Device Business
Fuelcom Aero-Instruments
Woodward HRT Schroth (2) Leach International
Norco Beams
Dukes North Hills Leach NA
Avionic Instruments Aerosonic
Semco Cablecraft Aerospace LRE Medical(3)
Skurka Arkwin
Hartwell Preece Mason
Fluid Regulators Whippany Actuation
Electromech Kirkhill NMC
Eaton Motors Airborne Systems –
McKechnie
TransDigm has acquired 92 businesses since 1993, including 77 since its IPO.
(1) Divested in Q2 and Q3 of FY2011 (3) Divested in Q4 FY 2019 (5) Divested in Q1 FY2021 (7) Divested in Q3 FY2021
(2) Divested in Q2 FY2018 (4) Divested in Q1 FY 2020 (6) Divested in Q2 FY2021 22
TransDigm Deleverage Profile
Net Debt / Pro Forma EBITDA as Defined COVID-19
Downturn
Special Special
Refi & Dividend
dividend
7.0x Dividend Special
Telair, dividend Special
Franke Esterline Dividend
and Pexco Refinancing Acquisition
6.5x DDC
Special Acquisition
McKechnie
Dividend & GCP
Warburg Acquisition
Pincus
6.0x Recap
Special
Dividend
Special
5.5x Dividend
IPO
AmSafe
5.0x Recap &
Acquisition
Dividend
4.5x
4.0x
3.5x
3.0x
2.5x
2.0x
Note: EBITDA as Defined is a non-GAAP financial measure. For a reconciliation of EBITDA as Defined to Net Income, please see the appendix.
23
Consistent Strategy & Value Creation
24
Our Markets & Customer Value
Overview
Mike Lisman – Co-COO
TDG Organization
Kevin Stein
President & CEO
27
TransDigm – Expanding Global Footprint
12,000
10,000
8,000
2023 – 2029E
6,000
CAGR +6.5%
4,000
2,000
1,800
1,800
1,600
1,600
` 1,400
7 years
1,400
` 1,200
7 years
1,200 1,000
5 years
1,000 800 4 years
800 600
400
600
200
400
13 14 15 16 17 18 19 20 21 22 23E 24E 25E 26E 27E 28E 29E
0
Commercial Transport Deliveries
1965
1967
1969
1971
1973
1975
1977
1979
1981
1983
1985
1987
1989
1991
1993
1995
1997
1999
2001
2003
2005
2007
2009
2011
2013
2015
2017
2019
2021
2023E
2024E
Note: Boeing, Airbus deliveries Note: Boeing, Airbus, and regional aircraft manufacturer deliveries.
15.0
14.2 yrs
14.5
14.0
13.5
13.0
12.5
12.0
11.5
11.0
10.5
10.0
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Average Aircraft Age (in years)
(1) Includes Passenger & Cargo Active Fleet (Narrowbody Jets, Regional Jets, Turboprops & Widebody Jets)
31
Source: Aerodynamic Advisory
Defense Market Environment
U.S. Defense Base Budget ($Bn) International Defense Spending ($Bn)
$1,000 $2,300
CAGR + LSD% CAGR + MSD%
$950 $2,100
$900
$1,900
$850
$1,700
$800
$1,500
$750
$1,300
$700
$1,100
$650
$900
$600
$550 $700
$500 $500
2023 2024E 2025E 2026E 2027E 2028E 2023 2024E 2025E 2026E 2027E 2028E
Source: U.S. DOD Defense Budgets (excludes supplementals), Aerodynamic Advisory, Aviation Week 32
Commercial Aftermarket Trends
Commercial Aftermarket Growth
5 Year Average
TDG 11.9%
50.0%
Peer Group 9.0%
40.0%
30.0%
20.0%
10.0%
0.0%
-10.0%
-20.0%
-30.0%
-40.0%
-50.0%
Global Long-Term Avg Annual Growth (RPKs) Installed Base Avg Annual Long-Term Growth
TransDigm Growth Rolling 4 Qtr Peer Group Growth Rolling 4 Qtr
Sources:
Peer Group: component parts growth rate from Canaccord and respective company filings (average of Crane CAM, Heico FSG, Honeywell CAM, Meggitt CAM prior to Parker Hannifin acquisition, ROC CAM prior to UTX acquisition and Raytheon Technologies CAM
(formerly UTC);
RPK growth and installed base as reported by Airline Monitor 33
TransDigm’s Addressed Market for Commercial Aftermarket
Global Airline Operating Expenses Global Maintenance Spend TDG Addressed Market
2023 Total = $855B 2023 Total = $122B 2023 Total = $57B
Fuel
32%
TOP PLATFORMS
36
Note: Based on Management estimates of total revenue for 2023.
PMA Market Penetration
3rd Party PMA 3rd Party PMA
≈ 1½% to 2½% Less than 2%
3 Value Drivers
39
TDG Operating System: A Detailed Process
Investment
Highly Engineered Products Require Resourcing
Organization
Decentralized Execution
Succession Planning
Execution
Relentless Drive to Create Value
41 41
Major New Business Content:
Commercial Aircraft “New Designs”
Strong “New Design” $ / Shipset Growth Over Prior Platforms – “Same Store Basis”
Representative Products:
• Airframe Seals • Fire Seals & Engine Duct Seals
• Power Distribution Contactors & Relays • Audio Control Panel
• Air System Valving • Interior Thermo Plastics
• Nacelle/Fuselage & Other Latches • Fuel Line Connectors
• Decorative Laminates • Numerous Others
• Flight Control Valving
• Cargo Loading System
43 43
(1) Represents the Average of the $ / Shipset Growth for the A220, A320neo & B737Max.
New Defense Platforms – New Designs – “Same Store Basis”
$ / Shipset Growth Over Prior Platforms – “Same Store Basis”
+ Over 20 %
+ ≈ 2X + ≈ 2X
Prior Platforms JSF Prior Platforms A400M Prior Platforms KC46 (767)
Disciplined
Disciplined Acquisition Integration
Active Talent Growth Acquisition
Integration
45
Management Process &
Value Creation
Joel Reiss – Co-COO
TDG Organization
Kevin Stein
President & CEO
VALUE CREATION
49
Operating Unit Organization
President
VP of VP of VP of VP of
Sales Operations Engineering Finance
50 Operating Units
Electron Device Business
51
Proven Operating Strategy
3 Value Drivers
52
Business Unit Value Creation
Business Unit Teams
Grouping of Related Products
Co-located, Cross Functional Team
Business Unit Manager Drives Performance
Accountability
Standardized Business Metrics Across Operating Units
Quarterly Reviews and Mid-Year Reviews
Ownership of Results
53
New Business
Customer-Driven Business
Opportunities
Focus on Profitable
New Business Highly Engineered & Innovative
Responsive Development
54
New Business – How we do it
Customer Relationships
55
New Business Modeling
Analytical Approach EXAMPLE ONLY
Combined OEM & Aftermarket View Spares Sales $116 $263 $837 $1,362 $2,660
Spares COS ($56) ($121) ($360) ($545) ($1,011)
IRR & Cumulative Cash Flow Analysis Spares Margin
Spare Margin %
$60
52%
$142
54%
$477
57%
$817
60%
$1,649
62%
SG&A % -12% -12% -12% -12% -12%
No “Must-Win” Programs EBITDA Margin 40% 42% 45% 48% 50%
56
Productivity
57
Productivity – Detailed Cost Reduction Planning
Average # of Employees
Cross-Functional Training
Sales Per Employee
1 2 3
Year
Note: For Illustration Only
59
Operational Excellence - Quality
60
Operational Excellence and Value Pricing
61
Business Unit – Income Statement
Prior Year % to Q2 % to YTD % to YTD % to
Actual Sls Actual Sls Actual Sls Plan Sls
Product Costs:
8,870 24.1% Material 2,326 23.7% 6,229 23.8% 6,284 24.2%
2,812 7.6% Direct Labor 730 7.4% 1,984 7.6% 1,924 7.4%
7,000 19.0% Overhead 1,801 18.3% 4,865 18.6% 4,932 19.0%
947 2.6% Depreciation 215 2.2% 623 2.4% 628 2.4%
- 0.0% Other - 0.0% - 0.0% - 0.0%
19,629 53.3% Total Product Costs 5,072 51.7% 13,701 52.3% 13,768 53.0%
17,185 46.7% Gross Profit 4,746 48.3% 12,515 47.7% 12,206 47.0%
G&A Costs:
61 0.2% Engineering 16 0.2% 46 0.2% 40 0.2%
681 1.9% Sales 188 1.9% 549 2.1% 562 2.2%
1,249 3.4% Admin 273 2.8% 637 2.4% 641 2.5%
(41) -0.1% Other - 0.0% - 0.0% - 0.0%
64 0.2% Depreciation 17 0.2% 50 0.2% 20 0.1%
2,015 5.5% Total G&A Costs 494 5.0% 1,282 4.9% 1,263 4.9%
16,181 44.0% Product Line EBITDA 4,485 45.7% 11,906 45.4% 11,591 44.6%
SAMPLE 62
Business Unit Structure – Creating Value
Consistent
Value Generation
Detailed Accountability
Clear Metrics
Value Creation
Focus
63
Growing Value Requires Growing Talent
Talent Demand
64
Talent Development
65
Succession, Development and Promotion
President
HR, QC
VP of Sales VP of Eng VP of Ops VP of Finance
Other
Key Positions
Development Plans
Biz Unit Mgr Eng Lead Mfg Mgr
President
VP of Sales Mentoring
VP of Operations
Business Unit Manager Stretch Assignments
Manufacturing Manager
Job Rotations
HR, QC
HR, QC Dir of S&M Dir of Eng Dir of Mfg. Controller
Dir of S&M Dir of Eng Dir of Mfg. Controller Other
Other
66
TransDigm Leadership Development Programs
68
Talent Development - Promotions
Leadership Promotions
2019-2023 Internal Promotions
External Culture-Carriers
36%
Smart
Energetic
Demonstrated Leadership
Internal
64%
69
Performance Stability
70
Financial Overview
Sarah Wynne – CFO
Historical Financial Highlights
Revenue EBITDA AS Defined Adjusted Earnings Per Share Enterprise Value
($ in millions) ($ in millions)
($ in billions)
$7,740
$92
$4,500
$4,045 $32.42
$6,585 $4,000
$3,395 $25.84
$3,500 $63
$5,429
$5,223
$5,103
$3,000 $50
$4,798 $18.27
$2,646 $17.14 $45
$43
$41
$2,500 $2,419
$14.47
$2,278
$2,189 $12.13
51.6% 52.3%
46.3% 45.6% 48.7%
$2,000 44.6%
$1,500
$1,000
(1) (1)
2019 2020 2021 2022 2023 2024E 2019 2020 2021 2022 2023 2024E 2019 2020 2021 2022 2023 2024E (1)
2019 2020 2021 2022 2023 2024
(2)
EBITDA % margin
$3,300
$3,100
$2,900
Last 5 Year
$2,700
EBITDA Growth
$2,500
Welcome ESL!
$2,300
$2,100
$1,900
$1,700
49.3% (1)
$1,500
2018
1
2019
2
2020
3
2021
4
2022
5
2023
6
(1) EBITDA as Defined is a non-GAAP financial measure. See the appendix for a historical reconciliation of Income from Continuing Operations to EBITDA as Defined.
73
Significant Free Cash Flow
Free Cash Flow Before Working Capital Exceeds 50% of EBITDA As Defined
100%
90%
80%
70%
60%
50%
40%
30%
51% 55% 51% 54% 54%
20% 45% 45% 47%
10%
0%
2017 2018 2019 2020 2021 2022 2023 2024 LTM
3/30/24
74
Note: Free Cash Flow before Working Capital is a non-GAAP financial measure. Please see appendix for a reconciliation of Free Cash Flow before Working Capital.
“Private Equity-Like Capital Structure"
Strong Free Cash Flow Allows TransDigm to be Highly Levered
8.0x
7.0x
6.0x Range
5.0x
4.0x
3.0x
2.0x
FY'18 FY'19 FY'20 Q1 Q2 Q3 FY'21 Q1 Q2 Q3 FY'22 Q1 Q2 Q3 FY'23 Q1 Q2
Note: Fiscal year ending 30-Sep. Net leverage defined as Net Debt / EBITDA As Defined. EBITDA As Defined is a non-GAAP financial measure. Please see the appendix for a reconciliation from Income from Continuing Operations to EBITDA As Defined. 75
Fiscal 2024 Financing Activity
November 2023
Raised ≈ $2B of newly issued debt primarily for CPI Electron Device Business Acquisition
February 2024
Completed refinancing of $4.4B Senior Secured Notes
Increased and extended Revolver, Increased capacity by $100M to $910M
March 2024
Completed ‘Amend & Extend’ of $1.7B Term Loan H
Completed repricing of $4.5B Term Loan I
Completed $550M Senior Secured Note tack-on and refinancing
June 2024
Completed repricing of $1B Term Loan J
Completed ‘Amend & Extend’ of $2.6B of Term Loan I
Entered into additional hedges to align with the new term loans & extended maturities
on existing debt
76
Debt Maturity Profile and Interest Rates
$8,000 Secured Term Loans
Prior Debt Maturity Profile
$7,000 Secured Notes
$6,000 Sr Sub Notes Weighted Average
$5,000 Interest Rate
$4,000
$3,000
Pre-Financing
$1,496 6.3%
$2,000
$1,000
$0
Calendar Year 2024 2025 2026 2027 2028 2029 2030 2031 2032
$7,000
Current Debt Maturity Profile Secured Notes Weighted Average
$6,000 Sr Sub Notes Interest Rate
$5,000
Post-Financing
$4,000
6.0%
$3,000
$2,000
$1,000
Fixed Debt 75% FY27 Post-Financing
$0
Calendar Year 2024 2025 2026 2027 2028 2029 2030 2031 2032 77
Pro Forma Capitalization Structure
(1)
Pro forma capitalization Actual Pro Forma
($ in millions) 3/30/24 Adj. 3/30/24 Rate Maturity
(1) Pro forma cash, total debt and net debt reflect the April 2024 redemption of the $550M 7.50% senior subordinated notes due 2027. Actual cash includes the $550M classified as restricted cash on the Company’s consolidated
balance sheet as of March 30, 2024. Also includes the term loan refinancing that was completed on June 4, 2024.
Note: EBITDA as Defined is a non-GAAP financial measure. See the appendix for a historical reconciliation of Income from Continuing Operations to EBITDA and EBITDA as Defined. 78
Shareholder Return
79
Superior Results
Historical TDG Returns vs. S&P 500
90%
79%
80%
70%
“Private Equity-
60%
Like” Returns with
Liquidity of a 50%
20% 15%
12%
10%
0%
10 YR Return CAGR 5 YR Return CAGR 1 YR Return CAGR
(1) (2)
TDG S&P 500
(1) TransDigm returns are adjusted for special dividends paid of $187.00 in 10-year period, $116.00 in 5-year period and $35.00 in 1-year period. All returns measured as of 5/31/24.
(2) S&P adjusted for dividends estimated to be 1%. 80
Mergers & Acquisitions
Blake Kelleher – VP Mergers & Acquisitions
Focused Acquisition Strategy
Aerospace Products
82
Acquisition History
Fiscal Year $ Invested
FY ‘14 $298M
FY ‘15 $1,621M
FY ‘16 $1,435M
CPI – Electron Device Business
FY ‘17 $105M
SEI Industries
FY ‘18 $659M GKN – FPT Industries
FY ‘19 $4,133M Small product lines
FY ‘20 $0
FY ‘21 $965M
FY ‘22 $448M
FY ‘23 $749M
FY ‘24* $1,684M
Annual Average = ≈$1.1B / Year (≈$800M excl-ESL)
83
* As of June 26, 2024
M&A Organizational Structure
Kevin Stein
Strong and Stable Team
President & CEO
84
Lead Generation is a Systematic Approach
Networking Strategic
Owners
85
Active Acquisition Process
Typical Results
Current Multiple(s):
14 – 16x EBITDA
Post Acquisition:
50%+ Multiple Reduction
86
Acquisition Sourcing – Since IPO
~65% is Esterline
29% 31% Acquisition
36%
49%
40%
15%
Telair
Electra-Motion Schneller AAR Cargo Systems Systems(3) Canyon
Aeroproducts
Armtec AeroConnect
Wiggins CDA InterCorp. Harco Nordisk Aviation
Auxitrol Weston DART Aerospace
Controlex Avtech AmSafe Passenger Franke Aquarotter
Restraints Avista (5) Calspan
Marathon ADS/Transicoil Pexco
Corporation
AmSafe Commercial CMC Electronics
AmSafe
Bruce PneuDraulics
Adams Rite Aerospace
GKN – FPT
Products Darchem
Christie CEF Breeze-Eastern Industries
AmSafe Cargo Gamesman(3)
Champion Unison/GE DDC SEI Industries
Restraints & Specialty
APC/GE Young & Franklin Hytek
Honeywell Lube Pump Devises CPI – Electron
Esterline
Acme (Tactair) Korry Device Business
Fuelcom Aero-Instruments
Woodward HRT Schroth (2) Leach International
Norco Beams
Dukes North Hills Leach NA
Avionic Instruments Aerosonic
Semco Cablecraft Aerospace LRE Medical(3)
Skurka Arkwin
Hartwell Preece Mason
Fluid Regulators Whippany Actuation
Electromech Kirkhill NMC
Eaton Motors Airborne Systems –
McKechnie
TransDigm has acquired 92 businesses since 1993, including 77 since its IPO.
(1) Divested in Q2 and Q3 of FY2011 (3) Divested in Q4 FY 2019 (5) Divested in Q1 FY2021 (7) Divested in Q3 FY2021
(2) Divested in Q2 FY2018 (4) Divested in Q1 FY 2020 (6) Divested in Q2 FY2021 88
What We Don’t Look For
Synergy Bigger is Better
Market Share Globalization
Fill Out Product Line Diversify
Excess Capacity Consolidating Industry
Access to Markets Spend $ to Make $
Blah, Blah, Blah… Blah, Blah, Blah…
• Get Fee
• Name in Paper • Get Promoted
• Increase Salary
• Get Promoted
• Be Fun
• Bigger Boss
• Bragging Rights
89
What We Do Look For
(1)
(1) EBITDA as Defined is a non-GAAP financial measure. See the appendix for a historical reconciliation of Income from Continuing Operations to EBITDA as Defined. 90
Investment Evaluation
Purchase Price / Capital Structure
EBITDA $ 16,500
Multiple 10.0
Purchase Price $165,000
Fees $1,750
Total Purchase Price $166,750
($76,000) 0 0 0 $0 $267,031
IRR 28.6%
Misunderstood Aftermarket
Wasteful Spending
92
Acquisition Integration
Patrick Murphy - EVP
Acquisition Integration Process
Now That We Own It - What Do We Do With It!?
Our Job:
Unlock Shareholder Value
94
Acquisition Integration Process – Keys to Success
Defense
Splitting into Two Operating Units Post-Acquisition 75% Revenues
Products – Electronic Components & Systems used in the generation, amplification, transmission and reception of
microwave signals
97
Calspan Corporation
Revenues
Automotive 15%
Acquisition Date: May 2023 Defense 35%
Commercial
EBITDA Margin Profile Aerospace
50%
As of Acquisition Date: ≈ 25% EBITDA Margin
Expect to create private equity-like returns
Services & Products – Wind Tunnel & Flight Testing and Jet Engine Test Cells
98
DART Aerospace
Revenues
Acquisition Date: May 2022 Defense
Commercial 20%
80%
Purchase Price: ≈ $360M Revenues
OEM
EBITDA Margin Profile 20%
Products – Unique Helicopter Mission Solutions for Aerial Firefighting, Cargo Expansion and Flotation
99
Bolt-on Acquisitions
As of Acquisition Date: ≈ 20% EBITDA Margin As of Acquisition Date: ≈ 40% EBITDA Margin
Expect to create private equity-like returns Expect to create private equity-like returns
Products – Helicopter Fuel & Flotation Systems Products for Aerial Firefighting and Other Liquid
Transportation Solutions
100
Cobham Aero Connectivity
Acquisition Date: January 2021 Revenues
Commercial
25% Aero Connectivity
Purchase Price: ≈ $965M
101
Esterline Technologies
Acquisition Date: March 2019
102
M&A Wrap-Up
Kevin Stein – President & CEO
Actual Performance – Example
2018 Price Productivity New Biz & 2023 2018 Price Productivity New Biz & 2023
Market Market
(Volume) (Volume)
104
Recent M&A – Slightly Opening the Aperture
Core Business
CORE BUSINESS Total Addressable
Market (1)
Aerospace & Defense, Components and Aftermarket
$120B +
Source: (1) AeroDynamic Advisory, market for Tier 1 / Tier 2 aerospace components and AMKT; estimated $60B OE and $60B Component AMKT
*On May 28, 2024, TransDigm announced it had entered into a definitive agreement to acquire Raptor Scientific. As of June 26, 2024, the acquisition of Raptor Scientific is not closed. 105
How Do We Get 15% - 20% /yr Return?
%/yr
20%
18%
16% Acquisition Acquisition Strategy
14%
12% Leverage Capital Structure
10%
8% Market Growth
6% Organic EBITDA Value Drivers
Growth Culture
4%
2%
0%
Consistent Strategy
106
Product Presentation Breakout
Presentations Starting Location
107
Appendix
APPENDIX: Non-GAAP Supplemental Information
EBITDA, EBITDA As Defined, EBITDA As Defined Margin, Adjusted Net Income and Adjusted Earnings Per Share are non-GAAP financial measures presented in this presentation as
supplemental disclosures to income from continuing operations and reported results. TransDigm Group defines EBITDA as earnings before interest, taxes, depreciation and
amortization and defines EBITDA As Defined as EBITDA plus certain non-operating items recorded as corporate expenses, including non-cash compensation charges incurred in
connection with TransDigm Group's stock incentive or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition and divestiture
transaction-related expenses, and refinancing costs. Acquisition and divestiture-related costs represent accounting adjustments to inventory associated with acquisitions of
businesses and product lines that were charged to cost of sales when the inventory was sold; costs incurred to integrate acquired businesses and product lines into the
Company’s operations, facility relocation costs and other acquisition-related costs; transaction-related costs for both acquisitions and divestitures comprising deal fees; legal,
financial and tax diligence expenses and valuation costs that are required to be expensed as incurred and other acquisition accounting adjustments. TransDigm Group defines
Adjusted Net Income as net income plus purchase accounting backlog amortization expense, effects from the sale on businesses, non-cash compensation charges incurred in
connection with TransDigm Group's stock incentive or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition and divestiture
transaction-related expenses, and refinancing costs. EBITDA As Defined Margin represents EBITDA As Defined as a percentage of net sales. TransDigm Group defines Adjusted
Earnings Per Share as Adjusted Net Income divided by the total outstanding shares for basic and diluted earnings per share. For more information regarding the computation of
EBITDA, EBITDA As Defined, Adjusted Net Income and Adjusted Earnings Per Share, please see the appendix.
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APPENDIX: Non-GAAP Supplemental Information (Continued)
TransDigm Group presents these non-GAAP financial measures because it believes that they are useful indicators of its operating performance. TransDigm Group believes that
EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to measure operating performance among companies with
different capital structures, effective tax rates and tax attributes, capitalized asset values and employee compensation structures, all of which can vary substantially from
company to company. In addition, analysts, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. EBITDA As Defined is used to
measure TransDigm Inc.’s compliance with the financial covenant contained in its credit facility. TransDigm Group’s management also uses EBITDA As Defined to review and
assess its operating performance, to prepare its annual budget and financial projections and to review and evaluate its management team in connection with employee incentive
programs. Moreover, TransDigm Group’s management uses EBITDA As Defined to evaluate acquisitions and as a liquidity measure. In addition, TransDigm Group’s management
uses adjusted net income as a measure of comparable operating performance between time periods and among companies as it is reflective of changes in pricing decisions, cost
controls and other factors that affect operating performance.
None of EBITDA, EBITDA As Defined, EBITDA As Defined Margin, Adjusted Net Income or Adjusted Earnings Per Share is a measurement of financial performance under U.S.
GAAP and such financial measures should not be considered as an alternative to net income, operating income, earnings per share, cash flows from operating activities or other
measures of performance determined in accordance with U.S. GAAP. In addition, TransDigm Group’s calculation of these non-GAAP financial measures may not be comparable to
the calculation of similarly titled measures reported by other companies.
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APPENDIX: Non-GAAP Supplemental Information (Continued)
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 U.S. 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.
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APPENDIX: Reconciliation of Income from Continuing Operations
to EBITDA and EBITDA As Defined
($ in millions) 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Revenue $ 52 $ 57 $ 63 $ 78 $ 111 $ 131 $ 151 $ 201 $ 249 $ 293 $ 301 $ 374 $ 435 $ 593 $ 714 $ 762 $ 828
Income (Loss) from continuing operations (5) - 1 3 14 (17) 11 14 31 (76) 14 35 25 89 133 163 163
Depreciation and amortization expense 7 7 7 6 7 6 7 9 13 10 18 17 16 24 25 28 30
Interest expense, net 5 5 5 3 3 23 28 32 37 43 75 80 77 92 93 84 112
Income tax provision (benefit) (2) - 2 5 13 (2) 8 9 17 (45) 6 23 16 53 74 88 88
Warrant put value adjustment 1 1 2 5 7 - - - - - - - - - - - -
Extraordinary item - - - 2 - - - - - - - - - - - - -
EBITDA, excluding discontinued operations 6 13 17 24 44 10 54 64 98 (68) 113 155 134 258 325 $363 $393
EBITDA As Defined $10 $13 $17 $25 $44 $51 $54 $72 $98 $124 $139 $164 $194 $275 $333 $375 $412
EBITDA As Defined Margin 19.2% 22.8% 27.0% 32.1% 39.6% 38.9% 35.8% 35.8% 39.4% 42.3% 46.2% 43.9% 44.6% 46.4% 46.6% 49.2% 49.8%
Please see the Special Notice Regarding Pro Forma and Non – GAAP Information. 112
APPENDIX: Reconciliation of Income from Continuing Operations
to EBITDA and EBITDA As Defined
LTM (1)
($ in millions) 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 3/30/24 2024E
Revenue $ 1,206 $ 1,700 $ 1,924 $ 2,373 $ 2,707 $ 3,171 $ 3,504 $ 3,811 $ 5,223 $ 5,103 $ 4,798 $ 5,429 $ 6,585 $ 7,304 $ 7,740
Income (Loss) from continuing operations 152 325 303 307 447 586 629 962 841 653 681 866 1,299 1,552 1,647
Depreciation and amortization expense 61 68 73 96 94 122 141 129 226 283 253 253 268 282 294
Interest expense, net 185 212 271 348 419 484 602 663 859 1,029 1,059 1,076 1,164 1,209 1,320
Income tax provision (benefit) 77 163 146 142 189 182 209 24 222 87 34 261 417 475 491
EBITDA, excluding discontinued operations $475 $768 $793 $893 $1,149 $1,374 $1,581 $1,778 $2,148 $2,052 $2,027 $2,456 $3,148 $3,518 $3,752
EBITDA As Defined $590 $809 $900 $1,073 $1,234 $1,495 $1,711 $1,877 $2,419 $2,278 $2,189 $2,646 $3,395 $3,812 $4,045
EBITDA As Defined Margin 48.9% 47.6% 46.8% 45.2% 45.6% 47.1% 48.8% 49.3% 46.3% 44.6% 45.6% 48.7% 51.6% 52.2% 52.3%
(1) EBITDA As Defined information under 2024E reflects the mid-point of the guidance range for the fiscal year ending 9/30/24 that was issued on 5/7/24. TransDigm only updates guidance quarterly and this presentation does not confirm or update
guidance for Analyst Day.
Please see the Special Notice Regarding Pro Forma and Non – GAAP Information.
113
APPENDIX: Reconciliation of Adjusted Net Income to Net Income
and Free Cash Flow Summary
Net i ncome from conti nui ng opera ti ons $ 841 $ 653 $ 681 $ 866 $ 1,299 $ 1,647
Gros s a djus tments from EBITDA to EBITDA a s Defi ned 271 226 162 190 247 293
Purcha s e a ccounti ng ba ckl og a morti za ti on 38 53 11 7 4 4
Ta x a djus tment (122) (103) (146) (65) (73) (69)
Adjusted net income $ 1,028 $ 829 $ 708 $ 998 $ 1,477 $ 1,875
Wei ghted-a vg s hs o/s under the two-cl a s s method 56.3 57.3 58.4 58.2 57.2 57.85
Adjusted earnings per share $ 18.27 $ 14.47 $ 12.13 $ 17.14 $ 25.84 $ 32.42
EBITDA as Defined $1,711 $1,877 $2,419 $2,278 $2,189 $2,646 $3,395 $3,812
Ca s h i nteres t expens e (588) (635) (878) (923) (1,008) (1,057) (1,160) (1,160)
Free cash flow $867 $1,040 $1,224 $1,027 $993 $1,250 $1,836 $2,039
% of EBITDA as Defined 50.7% 55.4% 50.6% 45.1% 45.4% 47.2% 54.1% 53.5%
114