TDG:

--Long-term IDR affirmed at 'B'.

TDI:

--IDR affirmed at 'B';

--Senior secured revolving credit facility affirmed at 'BB/RR1';

--Senior secured term loan affirmed at 'BB/RR1';

--Senior subordinated notes affirmed at 'B-/RR5'.

The Rating Outlook remains Stable. After accounting for the $425 million of new subordinated notes due 2014, the ratings cover approximately $1.8 billion of outstanding debt.

TDG's new senior subordinated notes are rated 'B-', mirror the existing senior subordinated 7 3/4 notes due 2014 and rank pari passu. Proceeds from the debt offering are earmarked to pay a special cash dividend to shareholders in the range of $7.50 to $7.70 per share.

While the debt offering increases leverage, the ratings have been affirmed given the company's credit metrics which remain appropriate for the existing rating on a pro forma basis. Prior to the transaction, Fitch viewed the company's credit metrics as strong for its rating; at the same time, the rating was constrained due to the company's appetite for acquisitions. Historically, TDG has used leverage to grow via acquisitions. With the absence of significant acquisitions over the last several quarters, TDG has rewarded shareholders by using the balance sheet to fund the special dividend.

The ratings are supported by high profit margins, low capital expenditures and the resulting strong cash flow. The ratings are also supported by TDG's liquidity position. TDG benefits from its diverse portfolio of engineered components for commercial and military platforms and programs; the company's role as a sole source provider for the bulk of its sales; military sales that help to offset the cyclicality of commercial jet manufacturing; and management's history of successful acquisitions and subsequent integration.