SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 May 20, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Re: StandardAero, Inc.
 Registration Statement on Form S-1
 Filed May 19, 2025 (File No. 333-287398)
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of StandardAero, Inc. (the “Company”) for acceleration of the effective date of the
above-referenced Registration Statement, requesting effectiveness as of 5:00 p.m., Eastern Time, on May 21, 2025, or as soon as practicable thereafter, or at such later time as the Company or its outside counsel, Latham & Watkins LLP,
may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
 Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to
secure adequate distribution of the preliminary prospectus to prospective underwriters, dealers, institutional investors, and others prior to the requested effective time of the Registration Statement.
 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 [ Signature Pages Follow ]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC MORGAN
STANLEY & CO. LLC

 As the representatives of the several underwriters

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Arun Kumarathas

 Name: Arun Kumarathas

 Title: Vice President

 MORGAN STANLEY & CO. LLC

 By:

 /s/ Usman S. Khan

 Name: Usman S. Khan

 Title: Managing Director
 [Underwriters’ Acceleration Request]

CORRESP
 1
 filename1.htm

 CORRESP

 StandardAero, Inc.
 6710 North Scottsdale Road, Suite 250
 Scottsdale, Arizona 85253 May 20, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Re: StandardAero, Inc.
 Registration Statement on Form S-1
 Filed May 19, 2025 (File No. 333-287398)
 Ladies and Gentlemen: In accordance
with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form
 S-1 (File No. 333-287398) (the “ Registration Statement ”) of StandardAero, Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington,
D.C. time, on May 21, 2025, or as soon as practicable thereafter. The Company requests that we be notified of such effectiveness by
a telephone call to Jason Licht of Latham & Watkins LLP at (202) 637-2258 or, in his absence, Christopher Bezeg of Latham & Watkins LLP at
 (202) 637-1019 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Daniel Satterfield

 Name: Daniel Satterfield

 Title: Chief Financial Officer
 cc:
 Patrick H. Shannon, Latham & Watkins LLP Jason M.
Licht, Latham & Watkins LLP Christopher M. Bezeg, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

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 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 May 20, 2025

 Houston

 Tel Aviv

 London

 Tokyo

 Via EDGAR

 Los Angeles

 Washington, D.C.

 Madrid

 Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Jenny O’Shanick
 Re: StandardAero, Inc. Registration Statement on Form
S-1 Filed May 19, 2025 (File No. 333-287398)
 Ladies and Gentlemen: Pursuant to Rule
461 under the Securities Act of 1933, as amended, we attach the requests of our client, StandardAero, Inc. (the “ Company ”), and of the underwriters that the effective date of the Company’s Registration Statement on Form
S-1 (File No. 333-287398) be accelerated to 5:00 p.m. Washington D.C. time on May 21, 2025, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effective date until we speak
with you on that date. Please direct any questions or comments regarding the foregoing to me at (202) 637-2258.

 Very truly yours,

 /s/ Jason M. Licht

 Jason M. Licht

 of LATHAM & WATKINS LLP

 cc:
 Patrick H. Shannon, Latham & Watkins LLP

  
 Christopher M. Bezeg, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Russell Ford
Chief Executive Officer
StandardAero, Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253

 Re: StandardAero, Inc.
 Draft Registration Statement on Form S-1
 Submitted May 15, 2025
 CIK No. 0002025410
Dear Russell Ford:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Jason M. Licht
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 555 Eleventh Street, N.W., Suite 1000

 Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 March 24, 2025

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Via EDGAR

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 Securities and Exchange Commission

 London

 Tokyo

 Division of Corporation Finance

 Los Angeles

 Washington, D.C.

 100 F Street, N.E.

 Madrid

 Washington, D.C. 20549

 Attention: Bradley Ecker

 Re: StandardAero, Inc.

 Registration Statement on Form S-1
 Filed March 24, 2025 (File No. 333-286039)

 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, StandardAero, Inc. (the
“ Company ”), and of the underwriters that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-286039)
be accelerated to 5:00 p.m. Washington D.C. time on March 25, 2025, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effective date until we speak with you on that
date. Please direct any questions or comments regarding the foregoing to me at (202) 637-2258.

 Very truly yours,

 /s/ Jason M. Licht

 Jason M. Licht of LATHAM & WATKINS
LLP

 cc:
 Patrick H. Shannon, Latham & Watkins LLP
 Christopher M. Bezeg, Latham & Watkins LLP

 StandardAero, Inc.
 6710 North Scottsdale Road, Suite 250
 Scottsdale, Arizona 85253 March 24, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Re: StandardAero, Inc.
 Registration Statement on Form S-1
 Filed March 24, 2025 (File No. 333-286039) Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange
Commission of the effective date of the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”) of StandardAero, Inc. We respectfully request that the
Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on March 25, 2025, or as soon as practicable thereafter.
 The Company requests that we be notified of such effectiveness by a telephone call to Jason Licht of Latham & Watkins LLP at (202) 637-2258 or, in his absence, Christopher Bezeg of Latham & Watkins LLP at (202) 637-1019 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 /s/ Daniel Satterfield

 Name: Daniel Satterfield

 Title: Chief Financial Officer
 cc:
 Patrick H. Shannon, Latham & Watkins LLP Jason M.
Licht, Latham & Watkins LLP Christopher M. Bezeg, Latham & Watkins LLP

 March 24, 2025
 Via EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Re: StandardAero, Inc.
 Registration Statement on Form S-1
 Filed March 24, 2025 (File No. 333-286039) Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters,
hereby join in the request of StandardAero, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 5:00 p.m., Eastern Time, on March 25, 2025, or as
soon as practicable thereafter, or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange
Commission. Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, will take
reasonable steps to secure adequate distribution of the preliminary prospectus to prospective underwriters, dealers, institutional investors, and others prior to the requested effective time of the Registration Statement.
 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 [ Signature Pages Follow ]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

 MORGAN STANLEY & CO. LLC

 As the representatives of the several underwriters

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Manoj Vemula

 Name: Manoj Vemula

 Title:  Executive Director

 MORGAN STANLEY & CO. LLC

 By:

 /s/ Usman S. Khan

 Name: Usman S. Khan

 Title:  Managing Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Russell Ford
Chief Executive Officer
StandardAero, Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253

 Re: StandardAero, Inc.
 Draft Registration Statement on Form S-1
 Submitted March 14, 2025
 CIK No. 0002025410
Dear Russell Ford:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement no later
than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and
461 regarding
requests for acceleration. We remind you that the company and its management
are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

 September 27, 2024

Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Silicon Valley

Hong Kong

Singapore

Houston

Tel Aviv

London

Tokyo

Los Angeles

Washington, D.C.

Madrid

 Attention: Erranga Dias

     Asia Timmons-Pierce

     Mindy Hooker

     Claire Erlanger

Re:
 StandardAero, Inc.

 
 Registration Statement on Form S-1 (File No. 333-281992)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, StandardAero, Inc. (the
“Company”), and of the underwriters that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-281992)
be accelerated to 3:00 p.m. Washington D.C. time on October 1, 2024, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effective date until we speak with you on that
date.

 Please direct any questions or comments regarding the foregoing to me at (202) 637-2258.

Very truly yours,

 /s/ Jason M. Licht

 Jason M. Licht

 of LATHAM & WATKINS
LLP

cc:
 Patrick H. Shannon, Latham & Watkins LLP

Christopher M. Bezeg, Latham & Watkins LLP

 StandardAero, Inc.

6710 North Scottsdale Road, Suite 250

Scottsdale, Arizona 85253

 September 27,
2024

 Via EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Eranga Dias

Asia Timmons-Pierce

Mindy Hooker

Claire Erlanger

Division of Corporation Finance

Office of Manufacturing

Re:
 StandardAero, Inc.

 
 Registration Statement on Form S-1 (File No. 333-281992)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, StandardAero, Inc. (the “Company”) hereby
respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-281992) be accelerated by the Securities and
Exchange Commission to 3:00 p.m. Washington D.C. time on October 1, 2024 or as soon as practicable thereafter.

* * * *

 The Company requests that we be notified of such effectiveness by a telephone call to Jason
Licht of Latham & Watkins LLP at (202) 637-2258 and that such effectiveness also be confirmed in writing.

Very truly yours,

StandardAero, Inc.

 /s/ Daniel Satterfield

Name: Daniel Satterfield

Title: Chief Financial Officer

 cc: (via e-mail)

Russell Ford, Chief Executive Officer, StandardAero, Inc.

Daniel Satterfield, Chief Financial Officer, StandardAero, Inc.

Patrick H. Shannon, Latham & Watkins LLP

 Jason M.
Licht, Latham & Watkins LLP

 Christopher M. Bezeg, Latham & Watkins LLP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Morgan Stanley & Co. LLC

 1585 Broadway

New York, New York 10036

 September 27, 2024

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Eranga Dias

Asia Timmons-Pierce

 Mindy Hooker

 Claire Erlanger

 Division of
Corporation Finance

 Office of Manufacturing

Re:
 StandardAero, Inc.

Registration Statement on Form S-1,

Registration No. 333-281992

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of StandardAero, Inc. (the “Registrant”) that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on October 1, 2024, at 3:00
PM, Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its outside counsel, Latham & Watkins LLP, may orally request via telephone call to the staff of the Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to
each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have
been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

As representatives of the several Underwriters

J.P. Morgan Securities LLC

By:

 /s/ Manoj Vemula

Name: Manoj Vemula

Title: Executive Director

Morgan Stanley & Co. LLC

By:

 /s/ Daniel J.F. McCullough

Name: Daniel J.F. McCullough

Title: Executive Director

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
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CORRESP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

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San Diego

September 23, 2024

Düsseldorf

San Francisco

Frankfurt

Seoul

Via EDGAR

Hamburg

Silicon Valley

Hong Kong

Singapore

Securities and Exchange Commission

Houston

Tel Aviv

Division of Corporation Finance

London

Tokyo

100 F Street, N.E.

Los Angeles

Washington, D.C.

Washington, D.C. 20549

Madrid

Attn:

Eranga Dias

Asia Timmons-Pierce

Mindy Hooker

Claire Erlanger

Division of Corporation Finance

Office of Manufacturing

Re:

StandardAero, Inc.

Registration Statement on Form S-1

Filed September 6, 2024

File No. 333-281992

 Ladies and Gentlemen:

On behalf of our client, StandardAero, Inc. (formerly known as Dynasty Parent Co., Inc.) (the “Company”), we submit
this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated
September 20, 2024 (the “Comment Letter”) with respect to the Registration Statement on Form S-1 initially filed with the Commission by the Company on September 6, 2024, as
amended by Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission by the Company on September 12, 2024. Concurrently with the submission of this letter, the Company has
publicly filed Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”), which also addresses comment numbers 6 and 7 received from the Staff in the
comment letter dated July 5, 2024 relating to the disclosure in the “Use of Proceeds” section of the Registration Statement.

For your convenience, we have included the comment of the Staff from the Comment Letter in bold and italics below and provided our response
below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Registration Statement on Form S-1 filed September 6, 2024

Notes to the Audited Financial Statements

 Note 24.
Segment Information, page F-50

 September 23, 2024

 Page
 2

1.
 We note from your response to our prior comment 3 that you have concluded that the CEO, and not the COO,
is the CODM. Please compare and contrast the roles of the CEO and COO as they relate to the key operating decisions of the consolidated business and to each of the business units. As part of your response, please describe the budgeting process,
including the roles of both the CEO and COO, and identify approval authority for each position. Also, we note that the COO meets regularly, at a minimum monthly, with the Engine Services Division Presidents and the Component Repair Services Division
President to review the performance of the divisions, including financial information at the business unit level comparing revenue, profitability, and financial position against the prior year and forecasted results, as well as operational data.
Please tell us more about the nature of the decisions made during these monthly meetings and if the COO has any authority to allocate resources between the Engine Services business units and the Component Repair Services segment.

 Response: The Company respectfully notes the Staff’s comment regarding the Company’s
determination of its Chief Operating Decision Maker (CODM) and confirms that its CEO, Russell Ford, functions as the CODM as defined by Accounting Standards Codification 280-10-50-5. Mr. Ford is the individual who is responsible for allocating resources to the different segments of the business and assessing their performance. Mr. Ford is the only executive
who holds the authority to make or approve material decisions and allocate material resources within the Company.

 Roles of the CEO and
COO:

 The CEO serves as the CODM and primarily focuses on strategic, company-wide objectives. These objectives include strategic
leadership, operational oversight, including strategic allocation of resources, assessment of performance of Engine Services and Component Repair Services segment results reported to him by the COO, customer management, board relations, stakeholder
management, culture, and talent leadership.

 The COO, on the other hand, is responsible for the operational management at a site level. The
COO’s role entails regular and detailed performance reviews of the division’s financial and operational results, including direct interaction with the Division Presidents to assess and manage day-to-day operations. As an example, the COO’s responsibilities include monitoring and managing the timely delivery of services and attrition at specific service locations. In performing these
responsibilities, the COO will make tactical decisions for the business, including adjustments to capacity, supply of materials and labor, negotiations with vendors and customers, use of capital within the divisions, enhancements to operating
systems for health, quality and safety, decisions regarding the workforce, and control of expenses. The COO reports monthly or more regularly to the CEO (see further below).

Budgeting Process:

 During
the annual budgeting process, the CEO sets annual targets, including financial and operating targets and related capital expenditure spend for the business by determining deliberate goals together with the CFO according to the strategic business
plan. The COO then works closely with the sites and Division Presidents and finance teams to prepare detailed budgets for each site on these overall strategic goals which roll up into the Divisional and Segment budgets. These proposed budgets for
Engine Services and Component Repair Services segments are then reviewed and refined in consultation with the CEO. Based on the CEO’s review and input, the detailed budgets may be refined with additional actions. Final budget approval authority
rests solely with the CEO,

 2

 September 23, 2024

 Page
 3

who takes into consideration the recommendations and analysis provided by the COO. The COO has the authority to manage and adjust the budget within the divisions, but adjusting the budget between
segments would require CEO approval. The COO is responsible to the CEO for operating within the established budgets. The CEO reviews the Company’s performance against the budget on a monthly, quarterly and annual basis at both the consolidated
and segment levels.

 Monthly Meetings of the COO and Division Presidents and Decision Making:

The COO’s monthly meetings with the Division Presidents are designed to closely monitor and manage the performance of each division. In
these meetings, the COO reviews financial information at the division level, including revenue, profitability, and financial position against prior year and forecasted results, as well as operational data. These meetings are not attended by the CEO.

 The nature of the decisions made during these meetings includes operational adjustments, resource allocation within divisions, and
implementation of strategies to improve performance. While the COO has the authority to make decisions regarding resource allocation within the Engine Services divisions and the Component Repair Services segment, resource shifts or strategic changes
between the Engine Services and Component Repair Services segments are subject to review and approval by the CEO, ensuring alignment with the Company’s broader strategic direction.

Monthly Meetings of the CEO and COO (as described in our previous letter and presented here for your convenience):

The CODM meets with the COO on a regular (typically monthly) and as-needed basis to discuss operational
issues as well as periodic results of the Company’s two segments in order for the CEO to assess the Company’s performance and determine the allocation of the Company’s resources. The CODM receives monthly financial information
relevant to monitoring the Company’s business, which includes data related to actual and projected operating results, cash flows, and liquidity, in addition to non-financial business information. The CODM
reviews financial information about the business at both the consolidated and disaggregated level, namely for Engine Services and Component Repair Services. The financial information reviewed by the CODM includes the Company’s consolidated
financial statements for annual and interim periods. Additionally, the CODM receives financial information on a monthly basis that includes:

•

 A monthly and year-to-date
comparison of our consolidated income statement with forecasted results and the actual prior period results.

•

 A monthly and year-to-date
comparison of revenue, segment adjusted EBITDA, and segment adjusted EBITDA as a percentage of revenue, disaggregated for Engine Services and Component Repair Services.

•

 A monthly and year-to-date
comparison of consolidated cash flows.

•

 A monthly summary of the consolidated financial position, including financial leverage levels and ratios.

•

 Revenue results for the month and
year-to-date periods for the sites, without any measure of profitability.

 3

 September 23, 2024

 Page
 4

 Other:

As stated in our previous correspondence, the divisions within the Engine Services segment perform similar Maintenance, Repair and Overhaul,
(MRO) services across multiple end markets. These commonalities include the nature of the work, the resultant form and substance of capital required to fund the growth and maintenance of the business, similarity in commercial pursuits, similarity of
market factors driving revenue, earnings and cash flow, the limited number of supported Original Equipment Manufacturers, (OEMs) and the key operational metrics used to monitor, target and drive performance. The end markets have unique customers
with distinct profiles. The Division President focus on the individual customer subset, thereby enhancing the relationship and service delivery to the customers and strengthening the Company’s position within different customer industries.
Given the earlier-noted similarities in MRO services, the CEO is able to make key operating decisions and allocate resources at the Engine Services segment level and leverage the COO for the day-to-day management of the divisions.

 Meetings of the CEO and Divisional Presidents occur
periodically at the CEO’s discretion, approximately quarterly. The purpose of these meetings is to review customer relationships and any new developments in significant customers contracts that could lead to potential revenue changes in future
periods. The Divisional Presidents also provide a high-level update on operational matters to apprise the CEO of any existing trends in operational performance. The information gathered from these discussions informs the CEO of the needs of the
business and customers to make strategic decisions for growth and performance.

 Please find the following table that compares the roles of
our CEO and COO as they relate to key operating decisions of our business and to our business divisions.

 Key Operating

Processes / Decisions

 CEO responsibilities

 COO responsibilities

Summary description of role and responsibilities

The CEO is responsible for setting strategic, company-wide objectives and all key financial and resource allocation decisions of the business, such as acquisitions, expansion for new market opportunities, significant capital
expenditures and hiring decisions on key personnel and executives.

The COO is responsible for the operational performance of individual sites and effective execution of services. The COO reports monthly or more often to the CEO.

Budgeting process

The CEO has approval authority over final periodic and annual budgets on a consolidated basis and for the Engine Services and Component Repair Services segments, but not at a level below the segments. The CEO sets and actively
monitors financial, operational targets and capital expenditure spend at the Company and at the segment level which are deployed by the COO.

The COO is responsible for deploying and proposing the operating budget on an annual basis. In the budgeting process the COO may work with Division Presidents to establish and review these site-level budgets. Performance against the
budget is monitored throughout the year and reviewed with the Division Presidents and reported monthly at a segment level to the CEO.

 4

 September 23, 2024

 Page
 5

Approval authority and limits

The CEO has authority to make business decisions, with significant decisions requiring approval of Board of Directors.

The COO has approval authority with a limit of $250,000, with amounts over this threshold requiring additional approvals by CEO and the Board of Directors, considering the separate thresholds of the CEO.

Frequency of meeting between CEO and COO and topics covered

The CEO meets regularly with the COO (typically at least monthly if not more regularly) and on an as-needed basis, which has generally been weekly, and at each monthly and
quarterly cycle. The purpose of these meetings is to understand the performance of the Company’s Engine Services and Component Repair Services segments. During the meetings the COO provides periodic financial information on revenue /
profitability and financial position against the prior year and budget for the Engine Services Segment and Component Repair Segment. Additionally, these meetings include progress updates on key initiatives, such as the integration of newly acquired
businesses into the Company’s operations.

Frequency of meeting with Engine Services Division Presidents and topics covered

 The CEO meets with Engine Services Division Presidents, periodically at the CEO’s discretion, approximately quarterly, to review
customer relationships and potential revenue changes with customers based on current and anticipated service levels.

The information gathered from these discussions informs the CEO of the needs of the business and customers to make strategic decisions for growth and
performance.

 The COO meets with the Engine Services Division Presidents at least monthly to review performance and operating metrics compared to the
annual operating plan, forecast, and prior year, and to oversee the quarterly and long-range performance of the Engine Services Divisions. These meetings cover updates to customer relationships, operational performance of the MRO facilities as well
as any challenges in effectively providing services and the potential revenue impacts with customers.

Examples of decisions made during these meetings include adjustments to capacity, supply of materials and labor, negotiations with vendors and customers, use
of capital within the Engine Services segment, enhancements to operating systems for health, quality and safety, decisions regarding the workforce, and control of expenses.

 5

 September 23, 2024

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 6

Frequency of meeting with Component Repair Service Division President and topics covered

 The CEO meets with Component Repair Services Division President periodically at the CEO’s discretion, approximately quarterly, to review
customer relationships and potential revenue changes with customers based on current and anticipated service levels.

The information gathered from these discussions informs the CEO of the needs of the business and customers to make strategic decisions for growth and
performance.

 The COO meets with the Component Repair Services Division President at least monthly to review performance and operating metrics compared to
the annual operating plan, forecast, and prior year, and to oversee the quarterly and long-range performance of the Component Repair Services Division. These meetings cover updates to customer relationships, any challenges in effectively providing
servi

September 20, 2024
Russell Ford
Chief Executive Officer
StandardAero, Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253
Re:StandardAero, Inc.
Registration Statement on Form S-1
Filed September 6, 2024
File No. 333-281992
Dear Russell Ford:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment #1 to Form S-1 filed September 12, 2024
Notes to the Audited Financial Statements
Note 24. Segment Information, page F-50
We note from your response to our prior comment 3 that you have concluded that the
CEO, and not the COO, is the CODM.  Please compare and contrast the roles of the CEO
and COO as they relate to the key operating decisions of the consolidated business and to
each of the business units.  As part of your response, please describe the budgeting
process, including the roles of both the CEO and COO, and identify approval authority for
each position.  Also, we note that the COO meets regularly, at a minimum monthly, with
the Engine Services Division Presidents and the Component Repair Services Division
President to review the performance of the divisions, including financial information at
the business unit level comparing revenue, profitability, and financial position against the
prior year and forecasted results, as well as operational data.  Please tell us more about the
nature of the decisions made during these monthly meetings and if the COO has any
authority to allocate resources between the Engine Services business units and the 1.

September 20, 2024
Page 2
Component Repair Services segment.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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September 6, 2024

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Attn:
 Eranga Dias

Asia Timmons-Pierce

 Mindy Hooker

 Claire Erlanger

 Division of
Corporation Finance

 Office of Manufacturing

Re:
 Dynasty Parent Co., Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1

Submitted August 20, 2024

CIK No. 0002025410

 Ladies and
Gentlemen:

 On behalf of our client, StandardAero, Inc. (formerly known as Dynasty Parent Co., Inc.) (the
“Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its comment letter dated September 4, 2024 (the “Comment Letter”) with respect to the Amendment No. 2 to the Draft Registration Statement on Form S-1 confidentially submitted with the Commission by the Company on August 20, 2024. Concurrently with the submission of this letter, the Company has publicly filed the Registration Statement on Form S-1 (the “Registration Statement”).

 For your convenience, we have included the
comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 2 to Draft Registration Statement on Form S-1 filed August 20,
2024

 Key Performance Indicators and Non-GAAP Financial Measures, page 69

1.
 Given your response to comment 4 of our letter dated July 5, 2024, please remove your
reference to liquidity in the first paragraph on page 70 or explain to us why this disclosure is appropriate.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18 and 70.

 September 6, 2024

Page 2

2.
 We note that within your MD&A discussion, you disclose Total Segment Adjusted EBITDA. We also note
your reconciliation of Total Segment Adjusted EBITDA to net income on page 71 and your disclosure that the adjustment for Unallocated Corporate Expenses primarily consists of costs related to executive and staff functions, including information
technology, human resources, legal, finance, marketing, corporate supply chain and corporate engineering services finance, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a
corporate level and the design and development of programs, policies, and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. This measure must comply with the Non-GAAP guidance when it is presented outside the ASC 280 required disclosures in the notes to the financial statements. In this regard, because the adjustment appears to represent normal recurring operating costs
of your business, they would not be an appropriate adjustment from the Total Segment Adjusted EBITDA measure when that measure is disclosed within MD&A. See Question 100.01 of the SEC Staff’s Compliance and Disclosure Interpretations.
Please advise or revise to remove this measure from your MD&A section.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 18, 71, 72 and 79.

 Notes to the Audited Financial
Statements

 Note 24. Segment Information, page F-50

3.
 We note your disclosure in Note 24, that effective May 2024, the Company’s CODM reevaluated how the
Company measures performance and allocates resources, and modified the Company’s internal reporting, budgeting and forecasting and the responsibilities of his direct reports. As a result, the Company’s previous Airlines and Fleets,
Military, Helicopters and Energy and Business Aviation reportable segments are now combined into a new Engine Services reportable segment. The Company’s Component Repair Services segment remains unchanged. Please provide us more explanation of
why you believe it was appropriate to change from 4 reportable segments to 2 reportable segments. As part of your response, please indicate how many operating segments you currently have. In this regard, we note from your disclosure on page 111 that
you continue to have a President responsible for each of the three previous segments that have been combined into the Engine Services. Please describe the role of each of these Presidents including who they report to. Also, please describe the
nature of any financial information that is created by each of these three businesses, the identity of the person(s) who review this financial information and describe the nature of the financial information that is regularly reviewed by the CODM.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it
considered the provisions of Accounting Standards Codification 280-10-50 when determining its reportable and operating segments. Based on the operational changes to the
Company’s business, the level of discrete financial information provided to the Company’s Chief Operating Decision Maker (the “CODM”), the way the CODM views and manages the Company’s business and organizational structure
– all as further discussed below – the Company concluded that beginning in the second quarter of 2024, the Company maintained two operating and reportable segments.

 2

 September 6, 2024

Page 3

 Beginning in the second quarter of 2024, the Company appointed Kimberly Ernzen as Chief
Operating Officer (the “COO”). The scope and accountability of the new COO’s office were expanded to include additional performance objectives of the Company, including the oversight of the
end-market-focused segments of Engine Services and Component Repair Services. Along with the onboarding of this new executive, the Company has implemented reporting line changes. The presidents of the four
divisons (the “Division Presidents”), who previously reported to the CODM, the Chief Executive Officer (the “CEO”), Russell Ford, now report directly to the COO and the COO reports directly to the CEO.

Prior to the reporting changes, the CODM utilized financial information, including revenue and profitability measures, disaggregated by four
divisons. Beginning in May 2024, the information provided to and used by the CODM was revised to reflect the changes in structure and reporting responsibilities to effectively provide the CODM with the information needed to make key business
decisions. Consequently, the CODM no longer receives discrete financial information, including profitability information at the divison level. This updated structure better reflects the segmentation of the types of services provided by the Company,
where all of the divisons within Engine Services (Airlines & Fleets, Military, Helicopter & Energy, and Business Aviation) primarily provide Maintenance, Repair, and Overhaul (“MRO”) services on whole engines for
customers across their respective end markets and have significant commonality across their operations and often shared facilities as compared to the operations within the Component Repair Services segment, which provide repairs to individual piece
part components for engines and accessories, primarily for third party customers and with no shared facilities with the divisions within the Engine Services segment.

As a result of the appointment of the new COO and the new reporting line changes, the Company
re-evaluated its segment reporting and identified two operating segments, which are also its reportable segments.

The CODM meets with the COO on a regular and as-needed basis to discuss operational issues as well as
periodic results of the Company’s two segments in order for the CEO to assess the Company’s performance and determine the allocation of the Company’s resources. The CODM receives monthly financial information relevant to monitoring
the Company’s business, which includes data related to actual and projected operating results, cash flows, and liquidity, in addition to non-financial business information. The CODM reviews financial
information about the business at both the consolidated and disaggregated level, namely for Engine Services and Component Repair Services. The financial information reviewed by the CODM includes the Company’s consolidated financial statements
for annual and interim periods. Additionally, the CODM receives financial information on a monthly basis that includes:

•

 A monthly and year-to-date
comparison of our consolidated income statement with forecasted results and the actual prior period results.

•

 A monthly and year-to-date
comparison of revenue, segment adjusted EBITDA, and segment adjusted EBITDA as a percentage of revenue, disaggregated for Engine Services and Component Repair Services.

•

 A monthly and year-to-date
comparison of consolidated cash flows.

•

 A monthly summary of the consolidated financial position, including financial leverage levels and ratios.

•

 Revenue results for the month and
year-to-date periods for the business units, without any measure of profitability.

 3

 September 6, 2024

Page 4

 The COO meets regularly, at a minimum monthly, with the Engine Services Division Presidents
and the Component Repair Services Division President to review the performance of the divisions, including financial information at the business unit level comparing revenue, profitability, and financial position against the prior year and
forecasted results, as well as operational data. This financial information is separate from, and not presented with, the financial information provided to the CODM. While the similarities of the MRO-focused
services within Engine Services were previously discussed, differences exist that necessitate the Company’s designed organizational and reporting structure, notably the differing customer profiles within each division. One of the additional
intended impacts of this organizational change was to increase the Division Presidents’ focus on the individual customer subset, thereby enhancing the relationship and service delivery to these customers and strengthen the Company’s
position within different customer industries.

 *  *  *  *

 4

 September 6, 2024

Page 5

 We hope that the foregoing has been responsive to the Staff’s comments and look forward
to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (202) 637-2258 or my colleague, Patrick H. Shannon, at (202) 637-1028.

Very truly yours,

 /s/ Jason M. Licht

 Jason M. Licht

 of LATHAM & WATKINS
LLP

cc:
 Russell Ford, Dynasty Parent Co., Inc.

Daniel Satterfield, Dynasty Parent Co., Inc.

Patrick H. Shannon, Latham & Watkins LLP

Christopher M. Bezeg, Latham & Watkins LLP

 5

September 4, 2024
Russell Ford
Chief Executive Officer
Dynasty Parent Co., Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253
Re:Dynasty Parent Co., Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 20, 2024
CIK No. 0002025410
Dear Russell Ford:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 9, 2024 letter.
Amendment to DRS filed August 20, 2024
Key Performance Indicators and Non-GAAP Financial Measures, page 69
1.Given your response to comment 4 of our letter dated July 5, 2024, please remove your
reference to liquidity in the first paragraph on page 70 or explain to us why this disclosure
is appropriate.
We note that within your MD&A discussion, you disclose Total Segment Adjusted
EBITDA. We also note your reconciliation of Total Segment Adjusted EBITDA to net
income on page 71 and your disclosure that the adjustment for Unallocated Corporate
Expenses primarily consists of costs related to executive and staff functions, including
information technology, human resources, legal, finance, marketing, corporate supply 2.

September 4, 2024
Page 2
chain and corporate engineering services finance, which benefit the enterprise as a whole.
These costs are primarily related to the general management of these functions on a
corporate level and the design and development of programs, policies, and procedures that
are then implemented in the individual segments, with each segment bearing its own cost
of implementation.  This measure must comply with the Non-GAAP guidance when it is
presented outside the ASC 280 required disclosures in the notes to the financial
statements.  In this regard, because the adjustment appears to represent normal recurring
operating costs of your business, they would not be an appropriate adjustment from the
Total Segment Adjusted EBITDA measure when that measure is disclosed within
MD&A.  See Question 100.01 of the SEC Staff’s Compliance and Disclosure
Interpretations.  Please advise or revise to remove this measure from your MD&A
section.
Notes to the Audited Financial Statements
Note 24. Segment Information, page F-50
3.We note your disclosure in Note 24, that effective May 2024, the Company’s CODM
reevaluated how the Company measures performance and allocates resources, and
modified the Company’s internal reporting, budgeting and forecasting and the
responsibilities of his direct reports. As a result, the Company’s previous Airlines and
Fleets, Military, Helicopters and Energy and Business Aviation reportable segments are
now combined into a new Engine Services reportable segment. The Company’s
Component Repair Services segment remains unchanged. Please provide us more
explanation of why you believe it was appropriate to change from 4 reportable segments
to 2 reportable segments.  As part of your response, please indicate how many operating
segments you currently have.  In this regard, we note from your disclosure on page 111
that you continue to have a President responsible for each of the three previous segments
that have been combined into the Engine Services.  Please describe the role of each of
these Presidents including who they report to.  Also, please describe the nature of any
financial information that is created by each of these three businesses, the identity of the
person(s) who review this financial information and describe the nature of the financial
information that is regularly reviewed by the CODM.
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 9, 2024
Russell Ford
Chief Executive Officer
Dynasty Parent Co., Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253
Re:Dynasty Parent Co., Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 26, 2024
CIK No. 0002025410
Dear Russell Ford:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 5, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed July 26, 2024
Cover Page
1.Please disclose on the cover page that this offering is a firm commitment underwritten
offering.
Partnership Agreement and Stockholders Agreement, page 133
We note your disclosure regarding the Partnership Agreement and Stockholders
Agreement and that such agreements include or will include provisions relating to, among
other things, the election of directors, participation rights in equity and debt offerings,
registration rights, information rights, indemnification rights, expense reimbursement and 2.

August 9, 2024
Page 2
corporate governance provisions. Please revise to disclose the material features of these
provisions, and add risk factors that address the risks associated with these provisions.
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

July 5, 2024
Russell Ford
Chief Executive Officer
Dynasty Parent Co., Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253
Re:Dynasty Parent Co., Inc.
Draft Registration Statement on Form S-1
Submitted June 7, 2024
CIK No. 0002025410
Dear Russell Ford:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 filed June 7, 2024
Cover Page
1.Please provide an identification of the nature of the underwriting arrangement. See Item
501(b)(8) of Regulation S-K.
Prospectus Summary, page 1
2.We note that on page 4 and 88, you present the non-GAAP measure, Adjusted EBITDA,
but do not present the most directly comparable GAAP measure, Net loss, with equal or
greater prominence. For each non-GAAP financial measure you present, please present
the most directly comparable GAAP measure with equal or greater prominence as
required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.

July 5, 2024
Page 2
3.Please balance the disclosure in your summary by prominently disclosing your level of
indebtedness, history of losses and challenges you face.
Summary Historical Consolidated Financial Information, page 17
4.Footnote (2) on page 18 indicates that management uses EBITDA to evaluate your
performance, allocate resources and measure leverage, as such, it appears you are using
EBITDA as both a performance and liquidity measure.  Please clarify whether the
measure is used for liquidity purposes and if so, please revise future filings to reconcile
the measure to the most directly comparable GAAP measure, cash flows from operating
activities.
Risk Factors, page 20
5.We note your risk factors indicating that inflation has affected your operations that there
is significant inflationary on wages.  Please expand to identify the principal factors
contributing to the inflationary pressures the company has experienced and clarify the
resulting impact to the company.
Use of Proceeds, page 60
6.We note that you "intend to use the net proceeds from this offering to repay certain
indebtedness." Please revise to set forth the interest rate and maturity of such
indebtedness. If the indebtedness to be discharged was incurred within one year, describe
the use of the proceeds of such indebtedness other than short-term borrowings used for
working capital. See Item 504 of Regulation S-K.
7.We note your disclosure stating the principal purposes for which the net proceeds to you
from the securities to be offered are intended to be used. Revise your disclosure to include
the approximate amount intended to be used for each such purpose. See Item 504 of
Regulation S-K.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, page 69
8.We note that you include disclosure of Adjusted EBITDA Margin.  Please revise to
include disclosure of the most comparable GAAP measure, presumably net income/loss
margin, whenever you disclose this non-GAAP measure.  See Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10(a) of the SEC Staff's C&DI on Non-GAAP
Financial Measures
Results of Operations, page 72
9.Your disclosure indicates that revenue increased as a result of both volume and price
growth.  In future filings, please quantify the impact of the individual factors impacting
your results of operations.  Additionally, we note the volume increases were partially
offset by ongoing supply chain delays that impacted the availability of parts and
ultimately engine throughput across all of our end markets.  To the extent there have been
material impacts to your results of operations, revise future results of operations
discussions to quantify such impacts.

July 5, 2024
Page 3
Liquidity and Capital Resources, page 75
10.We note your risk factor on page 50 where you indicate that your ability to pay dividends
will rely on cash flow generated by your subsidiaries and there may be restrictions on
your subsidiaries limiting their ability to pay dividends to you. Given the holding
company structure noted, please revise your disclosures to discuss any material
restrictions on your ability to transfer funds from your operating subsidiaries and the
potential impact on your liquidity.  Additionally, given you are a holding company, please
tell us what consideration you gave to the need for parent only financial statements under
Rules 5-04 and 12-04 of Regulation S-X.
Research and Development, Patents, Trademarks and Licenses, page 98
11.Please provide a list of any patents, trademarks, or licenses you own including their period
of validity and issuing country.
Notes to the Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
(f) Revenue Recognition, page F-11
12.We note that you recognize revenues under fixed price and time and materials contracts,
which recognize revenue over time proportionately to costs incurred relative to total
expected costs to satisfy the performance obligation.  We also note that this type of
percentage of completion accounting depends on your ability to make reasonably
dependable cost estimates, costs may be incurred over a period of several years, and
estimation of these costs requires the use of judgment. Since it appears a significant
portion of your revenues are recognized using this method, a significant change in one or
more of these estimates could affect your results. Please revise the notes to your financial
statements to disclose the impact of changes in contract estimates on your results during
each period presented, including an analysis of the underlying reasons for the changes in
estimates. Please refer to ASC 250-10-50-4.  Additionally, please revise your Critical
Accounting Estimates section of MD&A to provide the gross amount of favorable and
unfavorable adjustments to contract estimates to complete for each period presented. To
the extent material, please revise your disclosure to address such circumstances,
accompanied by an appropriate level of analysis of the underlying reasons for the
significant changes. We believe such disclosure will give investors more insight to the
estimation process associated with your contracts, as discussed in “Critical Accounting
Estimates,” and the separate potential impacts on your results.

July 5, 2024
Page 4
Note 4. Revenue Recognition, page F-25
13.We note from your disclosure in Note 4 that you present disaggregated revenue
information only by segment.  However, it appears from your discussion in the results of
operations section of MD&A, that you discuss revenue trends in your end markets of
commercial aerospace, military and business aviation.  Please tell us the consideration
given to presenting additional disaggregated revenue by categories such as end market
or contract type, as set forth in the guidance in ASC 606-10-50-5 and 606-10-55-89
through 55-91.
General
14.Please revise to provide disclosure of Commission's position on indemnification for
Securities Act liabilities in the prospectus instead of in Part II. See Item 510 of Regulation
S-K.
            Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing