UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | ||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| ☐ | Definitive Proxy Statement | ||||
| ☒ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material Pursuant to Rule 14a-12 | ||||
TRANSDIGM GROUP INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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SUPPLEMENT DATED MARCH 9, 2021
TO THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF TRANSDIGM GROUP INCORPORATED
TO BE HELD MARCH 18, 2021
Explanatory Note
This supplement to the Proxy Statement dated February 5, 2021 (the “Original Proxy Statement”) of TransDigm Group Incorporated (the “Company”) modifies page 22 of the Original Proxy Statement under the heading “2020 Performance Recap” to include under the table at the top of page 22, a cross-reference to Annex A of the Company’s 2020 Annual Report for a reconciliation of income from continuing operations to EBITDA and EBITDA As Defined and a reconciliation of income from continuing operations to adjusted net income. The Company’s Original Proxy Statement inadvertently omitted the cross-reference to the Company’s reconciliation of income from continuing operations to EBITDA and EBITDA As Defined and reconciliation of income from continuing operations to adjusted net income, which reconciles GAAP to non-GAAP measures. Although the Company has consistently included such cross-reference in prior years, the reference was inadvertently deleted during the drafting of this year’s Original Proxy Statement. The reconciliations and other information regarding these non-GAAP measures can be found on pages 29-32 and within Annex A of the Company’s 2020 Form 10-K/Annual Report, which was sent to shareholders together with the Original Proxy Statement. For shareholders’ convenience, the reconciliations of income from continuing operations to EBITDA and EBITDA As Defined and income from continuing operations to adjusted net income for fiscal years 2019 and 2020 is also set forth below.
Revisions to 2020 Performance Recap
The following text amends and supplements the 2020 Performance Recap to include directly below the chart at the top of page 22 of the Original Proxy Statement:
“EBITDA, EBITDA As Defined, Adjusted Net Income and Adjusted Earnings Per Share are all non-GAAP measures. See pages 29-32 and Annex A to the 2020 Form 10-K/Annual Report accompanying this proxy statement for a reconciliation of income from continuing operations to EBITDA and EBITDA As Defined and a reconciliation of income from continuing operations to adjusted net income and information about the Company’s use of these measures.”
For shareholders’ convenience, the reconciliations of income from continuing operations to EBITDA and EBITDA As Defined and income from continuing operations to adjusted net income for fiscal years 2019 and 2020 is also set forth below:
Reconciliation of income from continuing operations to EBITDA and EBITDA As Defined (in millions):
| 2019 | 2020 | ||||||||||
| Income from continuing operations | $ | 841 | $ | 653 | |||||||
| Adjustments: | |||||||||||
| Depreciation and amortization expense | 226 | 283 | |||||||||
| Interest expense, net | 859 | 1,029 | |||||||||
| Income tax provision | 222 | 87 | |||||||||
| EBITDA | 2,148 | 2,052 | |||||||||
| Adjustments: | |||||||||||
| Refinancing costs | 3 | 28 | |||||||||
| Acquisition related costs | 169 | 31 | |||||||||
| Non-cash compensation and deferred compensation costs | 93 | 93 | |||||||||
| COVID-19 pandemic & 737 Max restructuring costs | — | 54 | |||||||||
| Other | 6 | 20 | |||||||||
| EBITDA As Defined | $ | 2,419 | $ | 2,278 | |||||||
Reconciliation of income from continuing operations to adjusted net income (in millions):
| 2019 | 2020 | ||||||||||
| Income from continuing operations | $ | 841 | $ | 653 | |||||||
| Adjustments: | |||||||||||
| Gross adjustments from EBITDA to EBITDA As Defined | 271 | 226 | |||||||||
| Purchase accounting backlog amortization | 38 | 53 | |||||||||
| Tax adjustment | (122) | (103) | |||||||||
| Adjusted Net Income | $ | 1,028 | $ | 829 | |||||||
Required Vote
Proxies received since the mailing date of the Original Proxy Statement will continue to be voted as instructed unless otherwise revoked or changed by a subsequent proxy. If you have already voted your shares and you do not wish to change your vote, you do not need to re-cast your vote.