TDG Transdigm Group Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

(216) 706-2960

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1 - Conflict Minerals Disclosures

Introduction

TransDigm Group Incorporated (“TD Group”), through its wholly-owned subsidiary, TransDigm Inc., along with TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the “Company” or “TransDigm”), is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. TransDigm offers a broad range of proprietary aerospace components.

TransDigm’s major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, NiCad batteries and chargers, engineered latching and locking devices, rods and locking devices, engineered connectors and elastomers, cockpit security components and systems, specialized cockpit displays, aircraft audio systems, specialized lavatory components, seatbelts and safety restraints, engineered interior surfaces and related components, lighting and control technology, military personnel parachutes and cargo loading, handling and delivery systems.

TransDigm is committed to complying with the requirements regarding the use of “conflict minerals” under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the related rules issued by the U.S. Securities and Exchange Commission (“SEC”).

Conclusion

TransDigm has concluded that certain conflict minerals are necessary to the functionality or production of products manufactured by TransDigm in 2014. TransDigm has conducted a reasonable country of origin inquiry (“RCOI”) regarding such conflict minerals that was designed to determine whether any such conflict minerals originated in the Democratic Republic of the Congo or an adjoining country (the “covered countries”). TransDigm’s RCOI is described below.

Except as set forth in the following sentence, based on its RCOI, TransDigm has determined that its necessary conflict minerals either did not originate in any of the covered countries, or that TransDigm has no reason to believe that its necessary conflict minerals may have originated in any of the covered countries. Twenty-eight (28) of TransDigm’s suppliers have indicated that necessary conflict minerals did originate in one of the covered countries.

Based on these conclusions, TransDigm has submitted a Conflict Minerals Report as an exhibit to this Form SD with respect to calendar year 2014.

Description of Reasonable Country of Origin Inquiry

TransDigm’s business is conducted through TransDigm Inc.’s operating divisions and wholly-owned subsidiaries (“Operating Units”). The Operating Units operate largely autonomously, each with a separate management team, and with separate product and component sourcing functions. Therefore, TransDigm decided that, with general oversight from the TransDigm corporate office, each Operating Unit would conduct its own conflict minerals product content review and RCOI.

Operating Units were generally informed of TD Group’s SEC conflict minerals reporting obligations at various internal accounting or operations seminars. In addition, communications were sent to Operating Units and discussions regarding the reporting obligations were had with various Operating Unit personnel. Each Operating Unit was directed to analyze the products and components purchased by the Operating Unit in 2014 (and in 2013 to the extent they may have been incorporated into products manufactured 2014) to determine whether those products and components contained any conflict minerals necessary to the functionality or production of products manufactured by that Operating Unit. Operating Units made periodic reports to TransDigm throughout the year.

For those purchased products or components that an Operating Unit determined contained conflict minerals necessary to the functionality or production of products it manufactures, the Operating Unit was directed by TransDigm to conduct a RCOI with respect to such purchased products or components by contacting the suppliers thereof. Suppliers of products or components that did not contain conflict minerals necessary to the functionality or production of products were not contacted. Each Operating Unit’s RCOI consisted of requesting the relevant supplier to certify in writing whether the products or components supplied to it contained any conflict minerals and, if so, whether the identified conflict minerals originated from one of the covered countries. Suppliers were also requested, if applicable, to make requests for similar certifications to their suppliers for such products or components until appropriate certifications or other information could be readily obtained or determined.

As part of this process, TransDigm’s Operating Units identified approximately 3,800 suppliers of products or components for which the Operating Unit had independently determined to contain conflict minerals necessary to the functionality or production of products, or for which the Operating Unit was unable to make such determination. Substantially all of such suppliers were contacted as part of the RCOI and requested to make the certifications set forth above.

Of the identified suppliers that were contacted, approximately 2,900 responses, or 76.3%, were received as of May 27, 2015. For nonresponsive suppliers, the TransDigm Operating Units made good faith reasonable efforts to contact such suppliers to encourage their responses.

Of the suppliers that did respond, substantially all of them stated that either none of their products or components sold to TransDigm Operating Units contained conflict minerals that originated in any of the covered countries, or it was unknown or they could not, at the time of their responses, determine affirmatively that their products or components sold to TransDigm Operating Units contained conflict minerals that originated in any of the covered countries. Twenty-eight (28) suppliers indicated affirmatively that their products or components sold to TransDigm Operating Units contained conflict minerals that originated in one of the covered countries.

With respect to calendar year 2015 and for later years, TransDigm and its Operating Units will work to improve the RCOI response rate from their suppliers and to clarify responses from those suppliers stating that they did not know or could not determine, at the time of their responses, whether their products or components contained conflict minerals and if so whether they originated in any of the covered countries.

Conflict Minerals Disclosure

Except as set forth in the following sentence, based on this RCOI, TransDigm has determined that none of its necessary conflict minerals originated in any covered country, or alternatively, that TransDigm has no reason to believe that any of its necessary conflict minerals may have originated in any covered country. Since twenty-eight (28) of TransDigm’s suppliers have indicated that necessary conflict minerals did originate from a covered country, TransDigm is required to submit a Conflict Minerals Report as an exhibit to this Form SD with respect to calendar year 2014.

A copy of TransDigm’s 2014 Form SD and Conflict Minerals Report is available at

http://www.transdigm.com/phoenix.zhtml?c=196053&p=irol-conflictminerals.

Item 1.02 – Exhibits

TransDigm’s Conflict Minerals Report, attached to this Form SD as Exhibit 1.01, is incorporated herein by reference.

Section 2 – Exhibits

Item 2.01 – Exhibits

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

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 duly authorized undersigned.

Date: May 29, 2015

Exhibit 1.01

Conflict Minerals Report

This Conflict Minerals Report (this “Report”) is filed as Exhibit 1.01 to the Specialized Disclosure Form on Form SD filed by TransDigm Group Incorporated and its affiliates (the “Company” or “TransDigm”) with respect to calendar year 2014 as required by Exchange Act Rule 13p-1 and Item 1.01(c) of Form SD.

Twenty-eight (28) TransDigm suppliers, identified through TransDigm’s RCOI, have indicated that certain necessary conflict minerals originated from a covered country. As required by the SEC’s rules, TransDigm has conducted additional due diligence on the chain and custody of the conflict minerals provided by these suppliers. This due diligence is described below; however, based on the two year temporary exemption provided by the SEC’s rules and in accordance with the guidance provided by the SEC (Statement on the Effect of the Recent Court of Appeals Decision on the Conflict Minerals Rule, Keith F. Higgins, Director, SEC Division of Corporation Finance, April 29, 2014), TransDigm has not obtained an independent private sector audit of this Report.

Following TransDigm’s RCOI with respect to these twenty-eight (28) suppliers, in accordance with OECD due diligence guidance, TransDigm conducted additional due diligence with respect to such suppliers’ necessary conflict minerals and their initial responses to TransDigm’s RCOI. Specifically, in addition to the RCOI described in TransDigm’s Form SD, TransDigm requested that these twenty-eight (28) suppliers provide additional information with respect to the sourcing of necessary conflict minerals from covered countries.

In response, twenty-four (24) of these suppliers provided copies of its, or its direct or indirect suppliers’, Electronic Industry Citizenship Coalition/Global e-Sustainability Initiative (EICC/GeSI) Conflict Minerals Reporting Template (the “EICC/GeSI Template”), of which eight (8) indicated that their necessary conflict minerals originated from CFS compliant smelters (as certified by the EICC). The other suppliers that provided the EICC/GeSI Template indicated that its necessary conflict minerals originated from a covered country, but that they had not yet received information from all of their suppliers, or that the smelter of such conflict mineral was still undergoing certification as to whether the source of its conflict minerals was one of the covered countries or funded armed groups in any of the covered countries. The suppliers that did not provide EICC/GeSI Templates provided alternative information that indicated that their necessary conflict minerals originated from a covered country but did not provide, or stated that they were unable to provide, additional information on the smelters or other source of origin of such conflict minerals.

As of the date of TransDigm’s submission of its Form SD and this Report, TransDigm has been unable to independently verify (i) whether any of these suppliers’ necessary conflict minerals originated from one of the covered countries, or (ii) the statements in certain of these suppliers’ EICC/GeSI Templates that the smelters are CFS compliant.

In addition, due to the very recent submission of these twenty-eight (28) suppliers’ information, as of the date of TransDigm’s submission of this Form SD and this Report, TransDigm has been unable to reliably determine the facilities used to process the necessary conflict minerals indicated by these twenty-eight (28) suppliers or the country of origin of such necessary conflict minerals. TransDigm is continuing its efforts to determine the mine or location of origin of these necessary conflict minerals with the greatest possible specificity.

TransDigm intends to take steps to mitigate the risk that its necessary conflict minerals benefit armed groups including, but not limited to, improving its RCOI and due diligence processes with its subsidiaries and operating units, maintaining and improving communications with suppliers regarding conflict minerals, and incorporating conflict minerals reporting obligations in its sourcing and purchasing agreements and purchasing terms and conditions, as well as requiring suppliers to conform to disclosure requirements that contribute to TransDigm’s continued compliance under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the related SEC rules.

Transdigm (NYSE:TDG)
Historical Stock Chart
From Mar 2024 to Apr 2024

Transdigm (NYSE:TDG)
Historical Stock Chart
From Apr 2023 to Apr 2024