Companies: 10,832     total market cap: $146.854 T
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TransDigm Group
TDG
#368
Rank
$67.01 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$1,198
Share price
1.61%
Change (1 day)
-10.43%
Change (1 year)
๐Ÿš€ Aerospace
Categories
TransDigm Group Incorporated is an American company that develops, distributes and manufactures commercial and military aerospace components, such as mechanical actuators and ignition systems.
  1. TransDigm Group
  2. Quarterly Reports (10-Q)
  3. Submitted on 2026-05-05

TransDigm Group - 10-Q quarterly report FY


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 28, 2026
☐Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from             to            
Commission File Number 001-32833
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-2101738
(I.R.S. Employer Identification No.)
1350 Euclid Avenue,Suite 1600,Cleveland,Ohio 44115
(Address of principal executive offices) (Zip Code)
(216) 706-2960
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒  Accelerated Filer
☐
Non-Accelerated Filer
☐
  Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol:Name of each exchange on which registered:
Common Stock, $0.01 par valueTDGNew York Stock Exchange
The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 55,933,583 as of April 30, 2026.


TABLE OF CONTENTS
 
Page
PART IFINANCIAL INFORMATION
1
ITEM 1Financial Statements
1
Condensed Consolidated Balance Sheets – March 28, 2026 and September 30, 2025
1
Condensed Consolidated Statements of Income – Thirteen and Twenty-Six Week Periods Ended March 28, 2026 and March 29, 2025
2
Condensed Consolidated Statements of Comprehensive Income – Thirteen and Twenty-Six Week Periods Ended March 28, 2026 and March 29, 2025
3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit – Thirteen and Twenty-Six Week Periods Ended March 28, 2026 and March 29, 2025
4
Condensed Consolidated Statements of Cash Flows – Twenty-Six Week Periods Ended March 28, 2026 and March 29, 2025
6
Notes to Condensed Consolidated Financial Statements
7
ITEM 2Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
ITEM 3Quantitative and Qualitative Disclosure About Market Risk
41
ITEM 4Controls and Procedures
41
PART IIOTHER INFORMATION
42
ITEM 1Legal Proceedings
42
ITEM 1ARisk Factors
42
ITEM 2Unregistered Sales of Equity Securities and Use of Proceeds: Purchases of Equity Securities by the Issuer
42
ITEM 5Other Information
42
ITEM 6Exhibits
43
SIGNATURES
44

PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in millions, except share amounts)
(Unaudited)
March 28, 2026September 30, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$3,884 $2,808 
Trade accounts receivable—Net1,720 1,617 
Inventories—Net2,400 2,095 
Prepaid expenses and other575 492 
Total current assets8,579 7,012 
PROPERTY, PLANT AND EQUIPMENT—NET1,678 1,579 
GOODWILL11,038 10,612 
OTHER INTANGIBLE ASSETS—NET3,844 3,454 
OTHER NON-CURRENT ASSETS303 252 
TOTAL ASSETS$25,442 $22,909 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt$129 $124 
Short-term borrowings—trade receivable securitization facility724 724 
Accounts payable425 368 
Accrued and other current liabilities1,162 966 
Total current liabilities2,440 2,182 
LONG-TERM DEBT31,150 29,167 
DEFERRED INCOME TAXES715 759 
OTHER NON-CURRENT LIABILITIES531 480 
Total liabilities34,836 32,588 
TD GROUP STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 62,749,795 and 62,465,317 at March 28, 2026 and September 30, 2025, respectively
1 1 
Additional paid-in capital3,296 3,135 
Accumulated deficit(9,639)(10,606)
Accumulated other comprehensive loss(20)(10)
Treasury stock, at cost; 6,776,957 and 6,089,675 shares at March 28, 2026 and September 30, 2025, respectively
(3,040)(2,206)
Total TD Group stockholders’ deficit(9,402)(9,686)
NONCONTROLLING INTERESTS8 7 
Total stockholders’ deficit(9,394)(9,679)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT$25,442 $22,909 
See notes to condensed consolidated financial statements
1
TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in millions, except per share amounts)
(Unaudited) 
 Thirteen Week Periods Ended Twenty-Six Week Periods Ended
 March 28, 2026March 29, 2025March 28, 2026March 29, 2025
NET SALES$2,544 $2,150 $4,828 $4,156 
COST OF SALES1,033 876 1,965 1,647 
GROSS PROFIT1,511 1,274 2,863 2,509 
SELLING AND ADMINISTRATIVE EXPENSES273 236 527 447 
AMORTIZATION OF INTANGIBLE ASSETS60 47 116 97 
INCOME FROM OPERATIONS1,178 991 2,220 1,965 
INTEREST EXPENSE—NET484 378 959 756 
OTHER INCOME(6)(9)(11)(32)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES700 622 1,272 1,241 
INCOME TAX PROVISION164 143 291 269 
NET INCOME536 479 981 972 
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS(1)— (1)— 
NET INCOME ATTRIBUTABLE TO TD GROUP$535 $479 $980 $972 
NET INCOME APPLICABLE TO TD GROUP COMMON STOCKHOLDERS$535 $479 $921 $923 
Earnings per share attributable to TD Group common stockholders:
Earnings per share$9.20 $8.24 $15.82 $15.86 
Weighted-average shares outstanding:
Basic and diluted58.2 58.1 58.2 58.2 
See notes to condensed consolidated financial statements
2
TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in millions)
(Unaudited)
 Thirteen Week Periods Ended Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025March 28, 2026March 29, 2025
Net income$536 $479 $981 $972 
Less: Net income attributable to noncontrolling interests(1)— (1)— 
Net income attributable to TD Group$535 $479 $980 $972 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment(58)100 (32)(127)
Unrealized gains (losses) on derivatives16 (24)22 (2)
Pension and post-retirement benefit plans adjustment— — — — 
Other comprehensive (loss) income, net of tax, attributable to TD Group(42)76 (10)(129)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO TD GROUP$493 $555 $970 $843 
See notes to condensed consolidated financial statements
3
TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Amounts in millions, except share amounts)
(Unaudited)

TD Group Stockholders
Common StockAdditional
Paid-In
Capital		Accumulated
Deficit		Accumulated Other Comprehensive LossTreasury Stock
Number of
Shares		Par
Value		Number of
Shares		ValueNoncontrolling InterestsTotal
BALANCE—September 30, 202461,904,833 $1 $2,819 $(7,362)$(42)(5,688,639)$(1,706)$7 $(6,283)
Accrued unvested dividend equivalents and other— — — (8)— — — — (8)
Compensation expense recognized for employee stock options— — 33 — — — — — 33 
Stock-based compensation activity118,080 — 35 — — — — — 35 
Stock repurchases under repurchase program— — — — — (252,800)(316)— (316)
Net income attributable to TD Group— — — 493 — — — — 493 
Foreign currency translation adjustment, net of tax— — — — (227)— — — (227)
Unrealized gain on derivatives, net of tax— — — — 22 — — — 22 
Pension and postretirement benefit plans adjustment, net of tax— — — — — — — — — 
BALANCE—December 28, 202462,022,913 $1 $2,887 $(6,877)$(247)(5,941,439)$(2,022)$7 $(6,251)
Accrued unvested dividend equivalents and other— — — (9)— — — — (9)
Compensation expense recognized for employee stock options— — 39 — — — — — 39 
Stock-based compensation activity185,035 — 55 — — — — — 55 
Stock repurchases under repurchase program— — — — — (42,669)(53)— (53)
Net income attributable to TD Group— — — 479 — — — — 479 
Foreign currency translation adjustment, net of tax— — — — 100 — — — 100 
Unrealized loss on derivatives, net of tax— — — — (24)— — — (24)
Pension and postretirement benefit plans adjustment, net of tax— — — — — — — — — 
BALANCE—March 29, 202562,207,948 $1 $2,981 $(6,407)$(171)(5,984,108)$(2,075)$7 $(5,664)














4
TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Amounts in millions, except share amounts)
(Unaudited)
TD Group Stockholders
Common StockAdditional
Paid-In
Capital		Accumulated
Deficit		Accumulated Other Comprehensive (Loss) IncomeTreasury Stock
Number of
Shares		Par
Value		Number of
Shares		ValueNoncontrolling InterestsTotal
BALANCE—September 30, 202562,465,317 $1 $3,135 $(10,606)$(10)(6,089,675)$(2,206)$7 $(9,679)
Changes in noncontrolling interest of consolidated subsidiaries, net— — — — — — — — — 
Accrued unvested dividend equivalents and other— — — (7)— — — — (7)
Compensation expense recognized for employee stock options— — 24 — — — — — 24 
Stock-based compensation activity107,798 — 28 — — — — — 28 
Stock repurchases under repurchase program— — — — — (85,212)(106)— (106)
Net income attributable to TD Group— — — 445 — — — — 445 
Foreign currency translation adjustment, net of tax— — — — 26 — — — 26 
Unrealized gain on derivatives, net of tax— — — — 6 — — — 6 
Pension and postretirement benefit plans adjustment, net of tax— — — — — — — — — 
BALANCE—December 27, 202562,573,115 $1 $3,187 $(10,168)$22 (6,174,887)$(2,312)$7 $(9,263)
Changes in noncontrolling interest of consolidated subsidiaries, net— — — — — — — 1 1 
Accrued unvested dividend equivalents and other— — — (6)— — — — (6)
Compensation expense recognized for employee stock options— — 43 — — — — — 43 
Stock-based compensation activity176,680 — 66 — — — — — 66 
Stock repurchases under repurchase program— — — — — (602,070)(728)— (728)
Net income attributable to TD Group— — — 535 — — — — 535 
Foreign currency translation adjustment, net of tax— — — — (58)— — — (58)
Unrealized gain on derivatives, net of tax— — — — 16 — — — 16 
Pension and postretirement benefit plans adjustment, net of tax— — — — — — — — — 
BALANCE—March 28, 202662,749,795 $1 $3,296 $(9,639)$(20)(6,776,957)$(3,040)$8 $(9,394)
See notes to condensed consolidated financial statements
5
TRANSDIGM GROUP INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
(Unaudited)
Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025
OPERATING ACTIVITIES:
Net income$981 $972 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation88 81 
Amortization of intangible assets and product certification costs117 98 
Amortization of debt issuance costs and original issue discount23 19 
Gain on sale of businesses, net— (19)
Non-cash stock and deferred compensation expense53 73 
Deferred income taxes(1)(2)
Changes in assets/liabilities, net of effects from acquisitions and sales of businesses:
Trade accounts receivable(65)(66)
Inventories(145)(116)
Income taxes receivable(29)(107)
Other assets(53)12 
Accounts payable15 (2)
Accrued interest76 127 
Accrued and other liabilities(93)(170)
Net cash provided by operating activities967 900 
INVESTING ACTIVITIES:
Capital expenditures(131)(98)
Acquisition of businesses, net of cash acquired(1,000)(140)
Other investing transactions, net(6)47 
Net cash used in investing activities(1,137)(191)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options83 89 
Dividends and dividend equivalent payments(59)(4,396)
Repurchases of common stock(721)(369)
Proceeds from issuance of senior subordinated notes, net1,189 — 
Proceeds from term loans, net791 — 
Proceeds from trade receivable securitization facility, net— 163 
Repayment on term loans(28)(22)
Financing costs and other, net(6)(5)
Net cash provided by (used in) financing activities1,249 (4,540)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(3)(4)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS1,076 (3,835)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD2,808 6,261 
CASH AND CASH EQUIVALENTS, END OF PERIOD$3,884 $2,426 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net$843 $597 
Cash paid during the period for income taxes, net of refunds$317 $372 
See notes to condensed consolidated financial statements
6
TRANSDIGM GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TWENTY-SIX WEEK PERIODS ENDED MARCH 28, 2026 AND MARCH 29, 2025
(UNAUDITED)
1.    BASIS OF PRESENTATION
As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, the terms “the Company,” “TD Group,” “TransDigm,” “we,” “us,” “our,” and similar references refer to TransDigm Group Incorporated and its subsidiaries.
Principles of Consolidation
The financial information included herein is unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s condensed consolidated financial statements for the interim periods presented. These financial statements and notes should be read in conjunction with the financial statements and related notes for the fiscal year ended September 30, 2025 included in TD Group’s Annual Report on Form 10-K filed on November 12, 2025. As disclosed therein, the Company’s annual consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). The September 30, 2025 condensed consolidated balance sheet was derived from TD Group’s audited financial statements. The results of operations for the twenty-six week period ended March 28, 2026 are not necessarily indicative of the results to be expected for the full year.
Reclassifications
Certain reclassifications have been made to the prior year amounts to conform to the current year presentation, none of which are material.
New Accounting Pronouncements Adopted
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. This standard is effective for annual periods beginning after December 15, 2023 (fiscal 2025) and interim periods within fiscal years beginning one year later (fiscal 2026). The Company adopted this standard in the fourth quarter of fiscal 2025. Refer to Note 12, “Segments,” for further information.
Recent Accounting Pronouncements Issued
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The standard makes several other changes to income tax disclosure requirements. This standard is effective for annual periods beginning after December 15, 2024 (fiscal 2026), and requires prospective application with the option to apply it retrospectively. The Company will adopt this standard in the fourth quarter of fiscal 2026 and expects to apply it prospectively. This standard will expand our annual income tax disclosures, but will not impact our consolidated balance sheets, results of operations or cash flows.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires, among other items, additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the statement of income. The standard is effective for fiscal years beginning after December 15, 2026 (fiscal 2028), and for interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029), on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating this standard to determine its impact on our disclosures.
7
2.    ACQUISITIONS
Jet Parts Engineering and Victor Sierra Aviation Holdings – On April 7, 2026, the Company completed the acquisition of Jet Parts Engineering (“JPE”) and Victor Sierra Aviation Holdings (“VSA”) for approximately $2.2 billion in cash. The definitive agreement to acquire JPE and VSA from Vance Street Capital was entered into on January 13, 2026. The acquisition was financed using cash on hand and the net proceeds from the debt offerings completed in February 2026 (refer to Note 8, “Debt,” for further information on these debt offerings).
JPE, headquartered in Seattle, Washington, is a leading independent designer and manufacturer of aerospace aftermarket solutions, primarily proprietary original equipment manufacturer (“OEM”) alternative parts and repairs. JPE serves commercial, regional and cargo airline customers, as well as maintenance, repair and overhaul providers. JPE’s products are highly engineered, proprietary parts manufacturer approval (“PMA”) components with a strong presence across major commercial aerospace platforms. Nearly all of JPE’s revenue is derived from the commercial aftermarket. In addition to its engineering headquarters in Seattle, Washington, JPE has engineering and component repair locations in Texas, New York, Florida, Alabama and the United Kingdom.
VSA is a leading designer, manufacturer, and distributor of proprietary PMA and other aftermarket parts serving the commercial aerospace end market – primarily the general aviation and business aviation sectors. VSA is a leading collection of brands including McFarlane Aviation, Tempest Aero Group, and Aviation Products Systems. VSA offers a complete line of highly engineered PMA, custom design and OEM products, as well as service and repair stations. Nearly all of VSA’s revenue is derived from the commercial aftermarket. VSA primarily operates out of three facilities: Baldwin City, Kansas; Burlington, North Carolina; and Granite City, Illinois. Additional satellite facilities are in Illinois, Texas, Kentucky and Washington to provide support and strategic proximity to customers.
The acquisition of JPE and VSA will be accounted for using the acquisition method of accounting. Due to the timing of the closing date, the Company is unable to provide the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.
Stellant Systems, Inc. – On December 30, 2025, the Company entered into a definitive agreement to acquire all the outstanding stock of Stellant Systems, Inc. (“Stellant”), a portfolio company of Arlington Capital Partners, for approximately $960 million in cash. The acquisition is expected to be financed using cash on hand and the net proceeds from the debt offerings completed in April 2026 (refer to Note 8, “Debt,” for further information on these debt offerings).
Stellant, headquartered in Torrance, California, is a leading global designer and manufacturer of high-power electronic components and subsystems serving the aerospace and defense end market. Stellant’s products are highly engineered, proprietary components with substantial aftermarket content and a strong presence across major aerospace and defense platforms, adding new products and services to TransDigm's portfolio.
The acquisition of Stellant is subject to regulatory approvals in the United States and customary closing conditions.
Simmonds Precision Products, Inc. – On October 6, 2025, the Company completed the acquisition of all the outstanding stock of the Simmonds Precision Products, Inc. Business (“Simmonds”) of Goodrich Corporation from RTX Corporation for approximately $757 million in cash. The acquisition was financed using cash on hand. Simmonds, headquartered in Vergennes, Vermont, is a leading global designer and manufacturer of fuel & proximity sensing and structural health monitoring solutions for the aerospace and defense end markets. Simmonds' products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. The operating results of Simmonds are included within TransDigm's Power & Control segment.
Based on the fair value of the assets acquired and liabilities assumed, all of the $312 million of goodwill and $425 million of other intangible assets recognized for the acquisition as of March 28, 2026 is expected to be deductible for tax purposes over 15 years. As of March 28, 2026, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed are subject to adjustment until the end of the measurement period.
Servotronics, Inc. – On June 2, 2025, the Company launched a tender offer to acquire all the issued and outstanding stock of Servotronics, Inc. (“Servotronics”), at a price of $47.00 per share in cash. On July 1, 2025, the tender offer expired, resulting in all issued and outstanding stock of Servotronics being canceled and Servotronics becoming a wholly owned subsidiary of the Company. The total purchase price was approximately $133 million in cash, which was financed through cash on hand. Servotronics, headquartered in Elma, New York, is a leading global designer and manufacturer of servo controls and other advanced technology components for aerospace and defense applications. Its products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. The operating results of Servotronics are included within TransDigm's Power & Control segment.
8
Based on the fair value of the assets acquired and liabilities assumed, $76 million of goodwill and $46 million of other intangible assets was recognized for the acquisition as of March 28, 2026, none of which is expected to be deductible for tax purposes. As of March 28, 2026, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed are subject to adjustment until the end of the measurement period.
Other Acquisitions – For the twenty-six week period ended March 28, 2026, the Company completed several acquisitions consisting of substantially all of the assets and technical data rights of certain product lines or all the outstanding stock of certain businesses (collectively, referred to herein as the “Other Acquisitions”), each meeting the definition of a business, for a total aggregate purchase price of $243 million in cash. Each of the acquisitions was financed using cash on hand. These acquisitions represent bolt-ons to existing TransDigm operating units. Of the $113 million of goodwill recognized as of March 28, 2026 for the acquisitions, $75 million is expected to be deductible for tax purposes over 15 years. Of the $88 million of other intangible assets recognized for the acquisitions as of March 28, 2026, $65 million is expected to be deductible for tax purposes over 15 years. As of March 28, 2026, the measurement period (not to exceed one year) is open for the fiscal 2026 Other Acquisitions; therefore, the assets acquired and liabilities assumed are subject to adjustment until the end of the respective measurement period.
For the fiscal year ended September 30, 2025, the Company completed a number of Other Acquisitions, each meeting the definition of a business, for a total aggregate purchase price of $284 million in cash. Each of the acquisitions was financed using cash on hand. These acquisitions represent bolt-ons to existing TransDigm operating units. The Company expects that all of the approximately $147 million of goodwill and $90 million of other intangible assets recognized for the acquisitions will be deductible for tax purposes over 15 years. As of March 28, 2026, the measurement period (not to exceed one year) is open for certain fiscal 2025 Other Acquisitions; therefore, the assets acquired and liabilities assumed are subject to adjustment until the end of the respective measurement period.
* * * * *
Pro forma net sales and results of operations for the acquisitions, had they occurred at the beginning of the twenty-six week periods ended March 28, 2026 or March 29, 2025 are not material.
The acquisitions completed by the Company strengthen and expand the Company’s position to design, produce and supply highly engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers). The purchase prices paid reflect the current EBITDA As Defined and cash flows, as well as the future EBITDA As Defined and cash flows expected to be generated by the businesses, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 25 to 30 years.
3.    REVENUE RECOGNITION
TransDigm's sales are concentrated in the aerospace and defense industry. The Company’s customers include: distributors of aerospace components, commercial airlines, large commercial transport and regional and business aircraft OEMs, various armed forces of the United States (“U.S.”) and friendly foreign governments, defense OEMs, system suppliers, and various other industrial customers.
The Company recognizes revenue from contracts with customers using the five step model prescribed in ASC 606. A substantial portion of the Company's revenue is recorded at a point in time basis. Revenue is recognized from the sale of products or services when obligations under the terms of the contract are satisfied and control of promised goods or services has transferred to the customer. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. Revenue is measured at the amount of consideration the Company expects to be paid in exchange for goods or services.
In a limited number of contracts, control transfers to the customer over time, primarily in contracts where the customer is required to pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit relative to the work performed for products that were customized for the customer. Therefore, we recognize revenue over time for those agreements that have a right to margin and where the products being produced have no alternative use. 
Based on our production cycle, it is generally expected that goods related to the revenue will be shipped and billed within twelve months. For revenue recognized over time, we estimate the amount of revenue attributable to a contract earned at a given point during the production cycle based on certain costs, such as materials and labor incurred to date, plus the expected profit, which is a cost-to-cost input method.
9
We consider the contractual consideration payable by the customer and assess variable consideration that may affect the total transaction price. Variable consideration is included in the estimated transaction price when there is a basis to reasonably estimate the amount, including whether the estimate should be constrained in order to avoid a significant reversal of revenue in a future period. These estimates are based on historical experience, anticipated performance under the terms of the contract and our best judgment at the time.
When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification to an existing contract on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation, which are recognized prospectively.
The Company’s payment terms vary by the type and location of the customer and the products or services offered. The Company does not offer any payment terms that would meet the requirements for consideration as a significant financing component.
Shipping and handling fees and costs incurred in connection with products sold are recorded in cost of sales in the consolidated statements of income, and are not considered a performance obligation to our customers.
The Company pays sales commissions that relate to contracts for products or services that are satisfied at a point in time or over a period of one year or less and are expensed as incurred. These costs are reported as a component of selling and administrative expenses in the condensed consolidated statements of income.
We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance obligations that are part of a contract with an original expected duration of one year or less.
Contract Assets and Liabilities – Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing or reimbursable costs related to a specific contract. Contract liabilities (Deferred revenue) relate to payments received in advance of the satisfaction of performance under the contract. We receive payments from customers based on the terms established in our contracts. The following table summarizes our contract assets and liabilities balances (in millions):
March 28, 2026September 30, 2025
Contract assets, current (1)
$311 $280 
Contract assets, non-current (2)
111 94 
Total contract assets422 374 
Contract liabilities, current (3)
145 143 
Contract liabilities, non-current (4)
6 7 
Total contract liabilities151 150 
Net contract assets$271 $224 
(1)Included in prepaid expenses and other on the condensed consolidated balance sheets.
(2)Included in other non-current assets on the condensed consolidated balance sheets.
(3)Included in accrued and other current liabilities on the condensed consolidated balance sheets.
(4)Included in other non-current liabilities on the condensed consolidated balance sheets.
For the twenty-six week period ended March 28, 2026, the revenue recognized that was included in the contract liability balance at the beginning of the fiscal year was approximately $87 million.
Refer to Note 12, “Segments,” for disclosures related to the disaggregation of revenue.
10
4.    EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data) using the two-class method:
Thirteen Week Periods Ended Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025March 28, 2026March 29, 2025
Numerator for earnings per share:
Net income$536 $479 $981 $972 
Less: Net income attributable to noncontrolling interests(1)— (1)— 
Net income attributable to TD Group535 479 980 972 
Less: Dividends paid on participating securities— — (59)(49)
Net income applicable to TD Group common stockholders—basic and diluted$535 $479 $921 $923 
Denominator for basic and diluted earnings per share under the two-class method:
Weighted-average common shares outstanding56.4 56.1 56.4 56.2 
Vested options deemed participating securities1.8 2.0 1.8 2.0 
Total shares for basic and diluted earnings per share58.2 58.1 58.2 58.2 
Earnings per share—basic and diluted (1)
$9.20 $8.24 $15.82 $15.86 
(1)Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated using unrounded numbers.
5.    STOCK REPURCHASE PROGRAM
On January 27, 2022, the Board of Directors of the Company (the “Board”) authorized a new stock repurchase program permitting repurchases of our outstanding shares not to exceed $2.2 billion in the aggregate (referred to herein as the “existing stock repurchase program”), subject to any restrictions specified in the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”) and indentures governing the existing Subordinated and Secured Notes, replacing the $650 million stock repurchase program. In November 2025, the Board authorized an additional $5.0 billion in share repurchases of common stock permissible under the Company’s existing stock repurchase program. There is no expiration date for the existing stock repurchase program.
During the second quarter of fiscal 2026, the Company repurchased 602,070 shares of common stock at an average price of $1,200.58 per share for a total amount of $723 million. For the twenty-six week period ended March 28, 2026, the Company repurchased 687,282 shares of common stock at an average price of $1,206.68 per share for a total amount of $829 million, of which $108 million is accrued within accrued and other current liabilities as of March 28, 2026. The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders' deficit. As of March 28, 2026, $4,958 million remains available for repurchase under the existing stock repurchase program.
Subsequent Event – April Share Repurchase Activity – In April 2026, the Company repurchased 66,537 shares of common stock at an average price of $1,138.88 per share for a total amount of $76 million.
6.    INVENTORIES
Inventories are stated at the lower of cost or net realizable value. Cost of inventories is generally determined by the average cost and the first–in, first–out (“FIFO”) methods and includes material, labor and overhead related to the manufacturing process.
Inventories consist of the following (in millions):
March 28, 2026September 30, 2025
Raw materials and purchased component parts$1,466 $1,295 
Work-in-progress681 543 
Finished goods253 257 
Inventories—Net$2,400 $2,095 
11
7.    GOODWILL AND INTANGIBLE ASSETS
The following is a summary of changes in the carrying value of goodwill by segment from September 30, 2025 through March 28, 2026 (in millions):
Power & ControlAirframeNon-aviationTotal
Balance at September 30, 2025$5,273 $5,260 $79 $10,612 
Goodwill acquired during the period365 60 — 425 
Purchase price allocation adjustments 21 — — 21 
Currency translation adjustments and other(15)(5)— (20)
Balance at March 28, 2026$5,644 $5,315 $79 $11,038 
Other intangible assets–net in the condensed consolidated balance sheets consist of the following (in millions):
 March 28, 2026September 30, 2025
 Gross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Trademarks and trade names$1,213 $— $1,213 $1,162 $— $1,162 
Technology2,894 1,196 1,698 2,647 1,137 1,510 
Order backlog70 43 27 59 28 31 
Customer relationships1,156 255 901 971 225 746 
Other12 7 5 12 7 5 
Total$5,345 $1,501 $3,844 $4,851 $1,397 $3,454 
The estimated fair value of the net identifiable tangible and intangible assets acquired is based on the acquisition method of accounting. The fair value of the net identifiable tangible and intangible assets acquired will be finalized within the measurement period (not to exceed one year). Intangible assets acquired during the twenty-six week period ended March 28, 2026 are summarized in the table below (in millions):
Gross AmountAmortization Period
Intangible assets not subject to amortization:
Trademarks and trade names$53 
Intangible assets subject to amortization:
Technology & Other261 
10 to 20 years
Order backlog13 
1 to 3 years
Customer relationships186 
10 to 20 years
460 
Total$513 
The Company performs its annual impairment test for goodwill and other intangible assets as of the first day of the fourth fiscal quarter of each year, or more frequently, if events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We have assessed the changes in events and circumstances through the second quarter of fiscal 2026 and concluded that no triggering events occurred that required an interim test.
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8.    DEBT
The Company’s debt consists of the following (in millions):
March 28, 2026
Gross AmountDebt Issuance CostsOriginal Issue DiscountNet Amount
Short-term borrowings—trade receivable securitization facility$725 $(1)$— $724 
Term loans$11,896 $(48)$(32)$11,816 
6.750% secured notes due 2028 (“2028 Secured Notes”)
2,100 (9)(5)2,086 
4.625% senior subordinated notes due 2029 (“4.625% 2029 Notes”)
1,200 (4)— 1,196 
6.375% secured notes due 2029 (“2029 Secured Notes”)
2,750 (15)(1)2,734 
4.875% senior subordinated notes due 2029 (“4.875% 2029 Notes”)
750 (3)— 747 
6.875% secured notes due 2030 (“2030 Secured Notes”)
1,450 (9)— 1,441 
7.125% secured notes due 2031 (“2031 Secured Notes”)
1,000 (7)(5)988 
6.625% secured notes due 2032 (“2032 Secured Notes”)
2,200 (16)— 2,184 
6.000% secured notes due 2033 (“2033 Secured Notes”)
1,500 (11)— 1,489 
6.375% senior subordinated notes due 2033 (“6.375% 2033 Notes”)
2,650 (13)(18)2,619 
6.250% secured notes due 2034 (“2034 Secured Notes”)
500 (4)— 496 
6.750% senior subordinated notes due 2034 (“6.750% 2034 Notes”)
2,000 (17)— 1,983 
6.125% senior subordinated notes due 2034 (“Initial 6.125% 2034 Notes”)
1,200 (11)— 1,189 
Government refundable advances8 — — 8 
Finance lease obligations303 — — 303 
31,507 (167)(61)31,279 
Less: current portion130 (1)— 129 
Long-term debt$31,377 $(166)$(61)$31,150 
Accrued interest, which is classified as a component of accrued and other current liabilities on the condensed consolidated balance sheets, was $284 million and $208 million as of March 28, 2026 and September 30, 2025, respectively.

Issuance of Initial 6.125% 2034 Notes – On February 13, 2026, the Company entered into a purchase agreement in connection with a private offering of $1,200 million in aggregate principal amount consisting of the Initial 6.125% 2034 Notes at an issue price of 100% of the principal amount. The Initial 6.125% 2034 Notes were issued pursuant to an indenture, dated as of February 13, 2026, amongst TransDigm Inc., as issuer, TransDigm Group and the other subsidiaries of TransDigm Inc. named therein, as guarantors. The Initial 6.125% 2034 Notes bear interest at the rate of 6.125% per annum, which accrues from February 13, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on July 31, 2026. The Initial 6.125% 2034 Notes mature on July 31, 2034, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the related indenture.
The Company capitalized approximately $11 million in debt issuance costs associated with the Initial 6.125% 2034 Notes during the twenty-six week period ended March 28, 2026.
Subsequent Event – Issuance of $500 Million of Senior Subordinated Notes due 2034 – On April 17, 2026, the Company entered into a purchase agreement in connection with a private offering of $500 million in aggregate principal amount consisting of the 6.125% 2034 Notes (the “New 6.125% 2034 Notes”) at an issue price of 100.375%, or a premium of approximately $2 million, of the principal amount. The New 6.125% 2034 Notes were issued pursuant to a supplemental indenture, dated as of April 17, 2026, which is substantially the same as the terms and conditions that apply to the Initial 6.125% 2034 Notes indenture dated as of February 13, 2026.
Amendment No. 20 and Incremental Term Loan Assumption Agreement – On February 13, 2026, the Company entered into Amendment No. 20 and Incremental Term Loan Assumption Agreement (herein, “Amendment No. 20”), pursuant to which the Company, among other things, incurred $800 million in Tranche N term loans (the “Initial Tranche N term loans”). Original issue discount of 0.125%, or $1 million, was paid to the lenders of the Initial Tranche N term loans. The other terms and conditions that apply to the Initial Tranche N term loans are substantially the same as the terms and conditions that apply to the other term loans existing under the Term Loans Facility. The Initial Tranche N term loans were fully drawn on February 13, 2026.
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The Company capitalized approximately $8 million in debt issuance costs associated with Amendment No. 20 during the twenty-six week period ended March 28, 2026.
Subsequent Event – Amendment No. 21 and Incremental Term Loan Assumption Agreement – On April 17, 2026, the Company entered into Amendment No. 21 and Incremental Term Loan Assumption Agreement (herein, “Amendment No. 21”), pursuant to which the Company, among other things, incurred $1,000 million in new Tranche N term loans (the “New Tranche N term loans”). Original issue discount of 0.125%, or approximately $1 million, was paid to the lenders of the New Tranche N term loans. The other terms and conditions that apply to the New Tranche N term loans are substantially the same as the terms and conditions that apply to the other term loans existing under the Term Loans Facility.
Principal payments for the Initial and New Tranche N term loans commence on June 30, 2026, in which approximately $4.5 million is to be paid on a quarterly basis up to the February 13, 2033 maturity date. The Initial and New Tranche N term loans bear interest at the rate of Term SOFR plus 2.50% per annum, which accrued from February 13, 2026, and is payable in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on June 30, 2026.
Use of Proceeds
The Company used the net proceeds from the February 13, 2026 issuances of the Initial 6.125% 2034 Notes and the Initial Tranche N terms loans, along with cash on hand, to fund the purchase price of the acquisition of JPE and VSA and for related transaction fees and expenses.
The Company intends to use the net proceeds from the April 17, 2026 issuances of the New 6.125% 2034 Notes and the New Tranche N terms loans, along with cash on hand, to fund the purchase price of the expected acquisition of Stellant and for general corporate purposes, including replenishment on our balance sheet of a portion of the cash used to fund the common stock repurchases (refer to Note 5, “Stock Repurchase Program”) and for related transaction fees and expenses.
9.    INCOME TAXES
At the end of each reporting period, TD Group makes an estimate of its annual effective income tax rate. The estimate used in the year-to-date period may change in subsequent periods.
During the thirteen week periods ended March 28, 2026 and March 29, 2025, the effective income tax rate was 23.4% and 23.0%, respectively. During the twenty-six week periods ended March 28, 2026 and March 29, 2025, the effective income tax rate was 22.9% and 21.7%, respectively. The Company’s higher effective income tax rate for the thirteen and twenty-six week periods ended March 28, 2026, was primarily due to a less significant benefit associated with share-based payments when compared to the same period in fiscal 2025. The Company's effective income tax rate for the thirteen and twenty-six week periods ended March 28, 2026 was higher than the federal statutory rate of 21% primarily due to an increase in the valuation allowance applicable to the Company’s net interest deduction limitation, a higher effective tax rate on non-U.S. earnings, partially offset by the discrete impact of excess tax benefits associated with share-based payments.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations for years before fiscal 2022. The Company is currently under examination for its federal income taxes in Canada for fiscal years 2013 through 2019, in France for fiscal years 2020 through 2022, and in Germany for fiscal years 2017 through 2019. In addition, the Company is subject to state income tax examinations for fiscal years 2015 and later.
Unrecognized tax benefits at March 28, 2026 and September 30, 2025 were not material.
On July 4, 2025, H.R. 1, commonly referred to as the One Big Beautiful Bill Act (the “Act”) was signed into law. It contains a broad range of tax reform provisions affecting businesses. The majority of these provisions will impact us starting in fiscal year 2027. We continue to evaluate the future effects of the Act on our effective tax rate and cash tax position. The impact of the legislation on our operating results for the thirteen and twenty-six week periods ended March 28, 2026 was not material.
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10.    FAIR VALUE MEASUREMENTS
The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The following summarizes the carrying amounts and fair values of financial instruments (in millions):
March 28, 2026September 30, 2025
LevelCarrying
Amount		Fair ValueCarrying
Amount		Fair Value
Assets:
Cash and cash equivalents1$3,884 $3,884 $2,808 $2,808 
Interest rate swap agreements (1)
24 4 3 3 
Interest rate collar agreements (1)
23 3 4 4 
Interest rate swap agreements (2)
219 19 5 5 
Interest rate collar agreements (2)
210 10 3 3 
Liabilities:
Foreign currency forward exchange contracts (3)
22 2 2 2 
Interest rate collar agreements (4)
2— — 3 3 
Short-term borrowings - trade receivable securitization facility (5)
2724 724 724 724 
Long-term debt, including current portion:
Term loans (5)
211,816 11,909 11,048 11,120 
2028 Secured Notes (5)
12,086 2,126 2,083 2,139 
4.625% 2029 Notes (5)
11,196 1,176 1,195 1,175 
2029 Secured Notes (5)
12,734 2,784 2,732 2,812 
4.875% 2029 Notes (5)
1747 735 747 739 
2030 Secured Notes (5)
11,441 1,484 1,440 1,501 
2031 Secured Notes (5)
1988 1,030 986 1,041 
2032 Secured Notes (5)
12,184 2,244 2,183 2,263 
2033 Secured Notes (5)
11,489 1,496 1,488 1,517 
6.375% 2033 Notes (5)
12,619 2,640 2,616 2,686 
2034 Secured Notes (5)
1496 504 495 514 
6.750% 2034 Notes (5)
11,983 2,028 1,982 2,068 
Initial 6.125% 2034 Notes (5)
11,189 1,158 — — 
Government refundable advances28 8 12 12 
Finance lease obligations2303 303 284 284 
(1)Included in prepaid expenses and other on the condensed consolidated balance sheets.
(2)Included in other non-current assets on the condensed consolidated balance sheets.
(3)Included in accrued and other current liabilities on the condensed consolidated balance sheets.
(4)Included in other non-current liabilities on the condensed consolidated balance sheets.
(5)The carrying amount of the debt instrument is presented net of debt issuance costs and original issue discount.
The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were recognized or disclosed using unobservable inputs (i.e., Level 3).
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The Company’s derivatives consist of interest rate swap and collar agreements and foreign currency exchange contracts. The fair values of the interest rate swap and collar agreements were derived by taking the net present value of the expected cash flows using observable market inputs (Level 2) such as SOFR rate curves, futures, volatilities and basis spreads (when applicable). The fair values of the foreign currency exchange contracts were derived by using Level 2 inputs based on observable spot and forward exchange rates in active markets. There has not been any impact to the fair value of derivative liabilities due to the Company's own credit risk. Similarly, there has not been any material impact to the fair value of derivative assets based on the Company's evaluation of counterparties' credit risks.
The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s Credit Agreement. The estimated fair values of the Company’s notes were based upon quoted market prices.
The fair value of cash and cash equivalents, trade accounts receivable-net and accounts payable approximated carrying value due to the short-term nature of these instruments at March 28, 2026 and September 30, 2025.
11.    DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to, among other things, the impact of changes in foreign currency exchange rates and interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks and does not enter into such transactions for trading purposes. The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. These derivative financial instruments do not subject the Company to undue risk, as gains and losses on these instruments generally offset gains and losses on the underlying assets, liabilities, or anticipated transactions that are being hedged. The Company has agreements with each of its swap, cap and collar counterparties that contain a provision whereby if the Company defaults on the Credit Agreement, the Company could also be declared in default on its swaps, cap and collars resulting in an acceleration of settlement under the swaps, cap and collars.
All derivative financial instruments are recorded at fair value in the condensed consolidated balance sheets. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the condensed consolidated balance sheets in accumulated other comprehensive loss to the extent the derivative is effective in mitigating the exposure related to the anticipated transaction. The change in the fair value related to the ineffective portion of the hedge, if any, is immediately recognized in earnings. The amount recorded within accumulated other comprehensive loss is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings.
Interest Rate Swap, Cap and Collar Agreements – Interest rate swap, cap and collar agreements are used to manage interest rate risk associated with floating rate borrowings, specifically the term loans, under our Credit Agreement. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the term of the agreements without an exchange of the underlying principal amount. The agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating rate debt to a fixed rate basis from the effective date through the maturity date of the respective interest rate swap, cap and collar agreements, thereby reducing the impact of interest rate movements on future interest expense.
During the fourth quarter of fiscal 2025, we entered into forward starting interest rate collar agreements and interest rate swap agreements. The interest rate collar agreements, aggregating to a notional amount of $2,750 million, establish a range where we will pay the counterparties if the elected tenor's Term SOFR rate falls below the established floor rate, and the counterparties will pay us if the elected tenor's Term SOFR rate exceeds the ceiling rate as summarized in the table below. The collar will settle quarterly from the effective date through the maturity date. No payments or receipts will be exchanged on the interest rate collar contracts unless interest rates rise above or fall below the contracted ceiling or floor rates. The interest rate swap agreements hedge the variable interest rates on the Company's floating rate debt exposures for a fixed rate based on an aggregate notional amount of $2,750 million. The swap will settle quarterly from the effective date through the maturity date. The Company does not have any interest rate cap agreements as of March 28, 2026.
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The tables below summarize the key terms of the swaps and collars as of March 28, 2026 (aggregated by effective date).
Interest rate swap agreements:
Aggregate Notional Amount (in millions)Effective DateMaturity DateConversion of Related Variable Rate Debt subject to Term SOFR to Fixed Rate of:
$7009/30/20259/30/2027
3.22% plus applicable margin percentage
$1259/30/20279/30/2029
3.11% plus applicable margin percentage
$1,0259/30/20279/30/2029
3.12% plus applicable margin percentage
$9009/30/20279/30/2029
3.14% plus applicable margin percentage
Interest rate collar agreements:
Aggregate Notional Amount (in millions)Effective DateMaturity DateOffsets Variable Rate Debt Attributable to Fluctuations Below and Above:
$1,1003/31/20259/30/2026
Three-month Term SOFR rate of 2.00% (floor) and 3.50% (cap)
$5009/30/20259/30/2026
Three-month Term SOFR rate of 2.00% (floor) and 3.50% (cap)
$1,3389/30/20259/30/2027
Three-month Term SOFR rate of 2.50% (floor) and 4.50% (cap)
$7009/30/20259/30/2027
Three-month Term SOFR rate of 2.00% (floor) and 3.91% (cap)
$1,5509/30/20269/30/2027
Three-month Term SOFR rate of 2.50% (floor) and 4.50% (cap)
$2,0509/30/20279/30/2029
Three-month Term SOFR rate of 2.21% (floor) and 4.25% (cap)
These derivative instruments qualify as effective cash flow hedges under U.S. GAAP. For our cash flow hedges, the effective portion of the gain or loss from the financial instruments is initially reported as a component of accumulated other comprehensive loss in stockholders’ deficit and subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during which the hedged item affects earnings. As the interest rate swap, cap and collar agreements are used to manage interest rate risk, any gains or losses from the derivative instruments that are reclassified into earnings are recognized in interest expense-net in the condensed consolidated statements of income. Cash flows related to the derivative contracts are included in cash flows from operating activities on the condensed consolidated statements of cash flows.
Certain derivative asset and liability balances are offset where master netting agreements provide for the legal right of setoff. For classification purposes, we record the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net non-current asset or liability. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the condensed consolidated balance sheets and the net amounts of assets and liabilities presented therein (in millions):
March 28, 2026September 30, 2025
AssetLiabilityAssetLiability
Interest rate collar agreements$13 $— $7 $3 
Interest rate swap agreements23 — 8 — 
Net derivatives as classified in the condensed consolidated balance sheets (1)
$36 $— $15 $3 
(1)Refer to Note 10, “Fair Value Measurements,” for the condensed consolidated balance sheets classification of the Company's interest rate swap and collar agreements.
Based on the fair value amounts determined as of March 28, 2026, the estimated net amount of existing losses (gains) and caplet amortization expected to be reclassified into interest expense-net within the next twelve months is approximately $3 million.
17
Subsequent Event – New Interest Rate Collars – In April 2026, the Company entered into new interest rate collar agreements aggregating to a notional amount of $800 million with an effective date of June 30, 2026 and maturity date of September 30, 2030. The rate floor is 2.50% and cap is 4.50%. The terms are similar to the Company's existing interest rate collar agreements.
Foreign Currency Forward Exchange Contracts – The Company transacts business in various foreign currencies, which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. At March 28, 2026, the Company has outstanding foreign currency forward exchange contracts to sell U.S. dollars with notional amounts of $61 million. The maximum duration of the Company’s foreign currency cash flow hedge contracts at March 28, 2026 is six months. These notional values consist of contracts for the Canadian dollar and the euro and are stated in U.S. dollar equivalents at spot exchange rates at the respective trade dates. Amounts related to foreign currency forward exchange contracts included in accumulated other comprehensive loss in stockholders' deficit are reclassified into net sales when the hedged transaction settles. As of March 28, 2026, the Company expects to record a net loss of approximately $2 million on foreign currency forward exchange contracts designated as cash flow hedges to net sales over the next twelve months.
12.    SEGMENTS
The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation. Refer to Note 15, “Segments,” in Part IV, Item 15. Exhibits and Financial Statement Schedules, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on November 12, 2025, for further information on the composition of the Company's segments.
The Company’s segments are reported on the same basis used internally by our Chief Operating Decision Maker (“CODM”) for evaluating performance and for allocating resources. The Company’s CODM is collectively the President and Chief Executive Officer and Co-Chief Operating Officers. The primary measurement used internally by our CODM and management to review and assess the operating performance of each segment is EBITDA As Defined. Actual results are compared to plan, forecast and prior year on a monthly basis. The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including non-cash compensation charges incurred in connection with the Company’s stock incentive or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition transaction-related expenses, and refinancing costs. Acquisition transaction and integration-related expenses represent costs incurred to integrate acquired businesses into TD Group’s operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
EBITDA As Defined is not a measurement of financial performance under U.S. GAAP. Although the Company uses EBITDA As Defined to assess the performance of its business and for various other purposes, the use of this non-GAAP financial measure as an analytical tool has limitations, and it should not be considered in isolation or as a substitute for analysis of the Company’s results of operations as reported in accordance with U.S. GAAP.
The accounting policies for each segment are the same as those described in Note 1, “Summary of Significant Accounting Policies,” in Part IV, Item 15. Exhibits and Financial Statement Schedules, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on November 12, 2025. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers that is eliminated in consolidation. Intersegment sales were immaterial for the periods presented below. Corporate consists of our corporate offices. Corporate expenses consist primarily of compensation, benefits, professional services and other administrative costs incurred by the corporate offices. Corporate assets consist primarily of cash and cash equivalents. Corporate expenses and assets reconcile reportable segment data to the consolidated totals. An immaterial amount of corporate expenses is allocated to the operating segments.
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The following table sets forth, for the periods indicated, certain financial information by reportable segment, which includes a reconciliation of EBITDA As Defined to consolidated income from continuing operations before income taxes (in millions):
Thirteen Week Period Ended March 28, 2026
Power & ControlAirframeNon-aviationTotal
Net sales to external customers
Commercial and non-aerospace OEM$278 $325 $603 
Commercial and non-aerospace aftermarket431 408 839 
Defense657 400 1,057 
Non-aviation— — 45 45 
Net sales1,366 1,133 45 2,544 
Less:
Other segment expenses (1)
632 520 26 
Total segment EBITDA As Defined734 613 19 1,366 
Less: Unallocated corporate EBITDA As Defined29 
Depreciation and amortization expense105 
Interest expense-net484 
Acquisition transaction and integration-related expenses19 
Non-cash stock and deferred compensation expense26 
Other, net3 
Income from continuing operations before income taxes$700 
(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses and acquisition transaction and integration-related expenses.
Twenty-Six Week Period Ended March 28, 2026
Power & ControlAirframeNon-aviationTotal
Net sales to external customers
Commercial and non-aerospace OEM$524 $613 $1,137 
Commercial and non-aerospace aftermarket802 769 1,571 
Defense1,264 771 2,035 
Non-aviation— — 85 85 
Net sales2,590 2,153 85 4,828 
Less:
Other segment expenses (1)
1,201 990 50 
Total segment EBITDA As Defined1,389 1,163 35 2,587 
Less: Unallocated corporate EBITDA As Defined53 
Depreciation and amortization expense205 
Interest expense-net959 
Acquisition transaction and integration-related expenses31 
Non-cash stock and deferred compensation expense53 
Other, net14 
Income from continuing operations before income taxes$1,272 
(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses; acquisition transaction and integration-related expenses and payroll withholding taxes related to dividend equivalent payments.
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Thirteen Week Period Ended March 29, 2025
Power & ControlAirframeNon-aviationTotal
Net sales to external customers
Commercial and non-aerospace OEM$232 $305 $537 
Commercial and non-aerospace aftermarket343 356 699 
Defense533 341 874 
Non-aviation— — 40 40 
Net sales1,108 1,002 40 $2,150 
Less:
Other segment expenses (1)
472 473 24 
Total segment EBITDA As Defined636 529 16 1,181 
Less: Unallocated corporate EBITDA As Defined19 
Depreciation and amortization expense89 
Interest expense-net378 
Acquisition transaction and integration-related expenses9 
Non-cash stock and deferred compensation expense48 
Other, net16 
Income from continuing operations before income taxes$622 
(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses and acquisition transaction and integration-related expenses.
Twenty-Six Week Period Ended March 29, 2025
Power & ControlAirframeNon-aviationTotal
Net sales to external customers
Commercial and non-aerospace OEM$426 $583 $1,009 
Commercial and non-aerospace aftermarket681 690 1,371 
Defense1,027 676 1,703 
Non-aviation— — 73 73 
Net sales2,134 1,949 73 $4,156 
Less:
Other segment expenses (1)
912 904 45 
Total segment EBITDA As Defined1,222 1,045 28 2,295 
Less: Unallocated corporate EBITDA As Defined71 
Depreciation and amortization expense179 
Interest expense-net756 
Acquisition transaction and integration-related expenses22 
Non-cash stock and deferred compensation expense73 
Other, net(47)
Income from continuing operations before income taxes$1,241 
(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses; acquisition transaction and integration-related expenses and payroll withholding taxes related to dividend equivalent payments.


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The following table presents capital expenditures and depreciation and amortization by segment (in millions):
Thirteen Week Periods Ended Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025March 28, 2026March 29, 2025
Capital expenditures
Power & Control$36 $29 $66 $49 
Airframe35 25 59 46 
Non-aviation— 2 6 3 
$71 $56 $131 $98 
Depreciation and amortization
Power & Control56 43 109 86 
Airframe47 44 93 90 
Non-aviation2 2 3 3 
$105 $89 $205 $179 
The following table presents total assets by segment (in millions):
March 28, 2026September 30, 2025
Total assets
Power & Control$11,171 $9,859 
Airframe10,434 10,267 
Non-aviation205 202 
Corporate (1)
3,632 2,581 
$25,442 $22,909 
(1)Corporate consists of our corporate offices and does not constitute an operating segment. These amounts are included to reconcile to total consolidated assets.
21
13.    ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the total changes by component in accumulated other comprehensive loss (“AOCL”), net of taxes, for the twenty-six week periods ended March 28, 2026 and March 29, 2025 (in millions):
Unrealized gains (losses) on derivatives (1)
Pension and post-retirement benefit plans adjustment (2)
Foreign currency translation adjustment (3)
Total
Balance at September 30, 2025$(4)$(2)$(4)$(10)
Net current-period other comprehensive income (loss) (4)
22 — (32)(10)
Balance at March 28, 2026$18 $(2)$(36)$(20)
Balance at September 30, 2024$19 $1 $(62)$(42)
Net current-period other comprehensive loss (4)
(2)— (127)(129)
Balance at March 29, 2025$17 $1 $(189)$(171)
(1)Represents unrealized gains (losses) on derivatives designated and qualifying as cash flow hedges, net of tax (expense) benefit, of $5 million and $8 million for the thirteen week periods ended March 28, 2026 and March 29, 2025, respectively, and $7 million and $1 million for the twenty-six week periods ended March 28, 2026 and March 29, 2025, respectively.
(2)There were no material pension liability adjustments, net of taxes, related to activity for the defined pension plans and postretirement benefit plans for the thirteen and twenty-six week periods ended March 28, 2026 and March 29, 2025.
(3)Represents gains (losses) resulting from foreign currency translation of financial statements, including gains (losses) from certain intercompany transactions, into U.S. dollars at the rates of exchange in effect at the balance sheet dates.
(4)Presented net of reclassifications out of AOCL into earnings, specifically net sales and interest expense-net, for realized (losses) gains on derivatives designated and qualifying as cash flow hedges of $7 million (net of taxes of $2 million) and $(1) million (net of taxes of less than $(1) million), respectively, for the twenty-six week period ended March 28, 2026 and $(1) million (net of taxes of less than $(1) million) and $18 million (net of taxes of $6 million), respectively, for the twenty-six week period ended March 29, 2025.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
The following discussion of the Company’s financial condition and results of operations should be read together with TD Group’s condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. References in this section to “TransDigm,” “the Company,” “we,” “us,” “our,” and similar references refer to TD Group, TransDigm Inc. and TransDigm Inc.’s subsidiaries, unless the context otherwise indicates.
This Quarterly Report on Form 10-Q contains both historical and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 27A of the Securities Act of 1933, as amended. All statements other than statements of historical fact included that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, the statements about our plans, objectives, strategies and prospects regarding, among other things, our financial condition, results of operations and business. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements may be contained throughout this Quarterly Report on Form 10-Q. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to, among other things, our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including the risks described in Item 1A, “Risk Factors,” of the Annual Report on Form 10-K. Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking statements will occur or, if any of them does occur, what impact they will have on our business, results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. We do not undertake any obligation to update these forward-looking statements or the risk factors contained in this Quarterly Report on Form 10-Q to reflect new information, future events or otherwise, except as may be required under federal securities laws.
Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q 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 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 and potential changes in trade policies and tariffs; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with our international sales and operations; and other factors. Refer to Part II, Item 1A included in this Quarterly Report on Form 10-Q and to Part I, Item 1A of the Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.
Overview
We believe we are a leading global designer, producer and supplier of highly engineered proprietary aerospace components with significant aftermarket content. We seek to develop highly customized products to solve specific needs for aircraft operators and manufacturers. We attempt to differentiate ourselves based on engineering, service and manufacturing capabilities. We believe that our products have strong brand names within the industry and that we have a reputation for high quality, reliability and strong customer support. We believe we have achieved steady, long-term growth in sales and improvements in operating performance due to our competitive strengths and through execution of our value-driven operating strategy. More specifically, focusing our businesses on our value-driven operating strategy of obtaining profitable new business, carefully controlling the cost structure via productivity and cost improvements and pricing our highly engineered value-added products to fairly reflect the value we provide and the resources required to do so has historically resulted in improvements in gross profit and income from operations over the long-term.
Our selective acquisition strategy has also been an important contribution to the growth of our business. We maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace component businesses with significant aftermarket content where we see a clear path to value creation through the application of our three core value drivers. The integration of acquisitions into our existing businesses combined with implementing our proven operating strategy has historically resulted in improvements in the financial performance of the acquired businesses.
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For the second quarter of fiscal 2026, we generated net sales of $2,544 million and net income attributable to TD Group of $535 million. EBITDA As Defined was $1,337 million, or 52.6% of net sales. Refer to the “Non-GAAP Financial Measures” section for certain information regarding EBITDA and EBITDA As Defined, including reconciliations of EBITDA and EBITDA As Defined to net income and net cash provided by operating activities.
For the first half of fiscal 2026, demand for air travel remained strong both domestically and internationally. Commercial aftermarket sales increased in the first half of fiscal 2026 compared to fiscal 2025 primarily due to the overall demand for air travel - both domestic and international. Passenger load factors remain strong.
Our commercial transport original equipment manufacturer (“OEM”) shipments and revenues generally run ahead of aircraft delivery schedules. Consistent with prior years, our first half of fiscal 2026 shipments were a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus. Airline demand for new aircraft remains high and the OEMs continue to increase aircraft production. Commercial OEM sales increased in the first half of fiscal 2026 compared to fiscal 2025 partially due to the prior year Boeing union strike adversely impacting fiscal 2025 OEM sales, as well as overall increases beginning in the latter half of fiscal 2025 and thus far in fiscal 2026 in aircraft production and deliveries by the OEMs.
Our defense business fluctuates from year-to-year, and is dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of War (“DOW”) procurement policy and the extent of global conflicts. Likewise, delays in government spending outlays and government funding reprioritization can impact demand. For a variety of reasons, the military spending outlook is very uncertain, though recent DOW budgets have trended upwards due to recent geopolitical challenge and conflicts, and current military modernization efforts. Defense sales increased in the first half of fiscal 2026 compared to fiscal 2025 primarily due to continued growth in defense spending in both domestic and international markets.
The ongoing conflict in the Middle East could lead to significant disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains, heighten inflationary pressures and adversely affect commercial air travel. To date, we have not seen a significant change in commercial aftermarket ordering activity relative to levels prior to the start of the conflict. We are continuing to monitor the evolving macroeconomic environment, however at this time we do not expect these factors to result in a material adverse effect on our business, financial condition and results of operations.
Critical Accounting Policies and Estimates
The preparation and fair presentation of the consolidated unaudited interim financial statements and accompanying notes included in this report are the responsibility of management. The financial statements and footnotes have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial statements and contain certain amounts that were based upon management’s best estimates, judgments and assumptions that were believed to be reasonable under the circumstances. On an ongoing basis, we evaluate the accounting policies and estimates used to prepare financial statements. Estimates are based on historical experience, judgments and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates used by management.
A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on November 12, 2025. Refer to Note 1, “Basis of Presentation,” in the notes to the condensed consolidated financial statements included herein for further disclosure of accounting standards recently adopted or required to be adopted in the future.
Acquisitions
Recent acquisitions are described in Note 2, “Acquisitions,” in the notes to the condensed consolidated financial statements included herein.
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Results of Operations
The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in millions, except per share data):
Thirteen Week Periods Ended
March 28, 2026% of Net SalesMarch 29, 2025% of Net Sales
Net sales$2,544 100.0 %$2,150 100.0 %
Cost of sales1,033 40.6 %876 40.7 %
Selling and administrative expenses273 10.7 %236 11.0 %
Amortization of intangible assets60 2.4 %47 2.2 %
Income from operations1,178 46.3 %991 46.1 %
Interest expense-net484 19.0 %378 17.6 %
Other income(6)(0.2)%(9)(0.4)%
Income tax provision164 6.4 %143 6.7 %
Income from continuing operations536 21.1 %479 22.3 %
Less: Net income attributable to noncontrolling interests(1)— %— — %
Net income attributable to TD Group$535 21.0 %$479 22.3 %
Net income applicable to TD Group common stockholders$535 
(1)
21.0 %$479 
(1)
22.3 %
Earnings per share attributable to TD Group common stockholders:
Basic and diluted$9.20
(2)
$8.24
(2)
Weighted-average shares outstanding—basic and diluted58.2 58.1 
Other Data:
EBITDA$1,289 
(3)
$1,089 
(3)
EBITDA As Defined$1,337 
(3)
52.6 %$1,162 
(3)
54.0 %
(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend equivalents. No special dividends were declared or paid on participating securities, including dividend equivalent payments, for the thirteen week periods ended March 28, 2026 and March 29, 2025.
(2)Earnings per share is calculated by dividing net income applicable to TD Group common stockholders by the basic and diluted weighted average common shares outstanding. Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated using unrounded numbers.
(3)Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure.

25
Twenty-Six Week Periods Ended
March 28, 2026% of Net SalesMarch 29, 2025% of Net Sales
Net sales$4,828 100.0 %$4,156 100.0 %
Cost of sales1,965 40.7 %1,647 39.6 %
Selling and administrative expenses527 10.9 %447 10.8 %
Amortization of intangible assets116 2.4 %97 2.3 %
Income from operations2,220 46.0 %1,965 47.3 %
Interest expense-net959 19.9 %756 18.2 %
Other income(11)(0.2)%(32)(0.8)%
Income tax provision291 6.0 %269 6.5 %
Income from continuing operations981 20.3 %972 23.4 %
Less: Net income attributable to noncontrolling interests(1)— %— — %
Net income attributable to TD Group$980 20.3 %$972 23.4 %
Net income applicable to TD Group common stockholders$921 
(1)
19.1 %$923 
(1)
22.2 %
Earnings per share attributable to TD Group common stockholders:
Basic and diluted$15.82
(2)
$15.86
(2)
Weighted-average shares outstanding—basic and diluted58.2 58.2 
Other Data:
EBITDA$2,436 
(3)
$2,176 
(3)
EBITDA As Defined$2,534 (3)52.5 %$2,224 (3)53.5 %
(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend equivalent payments of $59 million and $49 million for the twenty-six week periods ended March 28, 2026 and March 29, 2025, respectively.
(2)Earnings per share is calculated by dividing net income applicable to TD Group common stockholders by the basic and diluted weighted average common shares outstanding. Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated using unrounded numbers.
(3)Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure.

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Changes in Results of Operations
Thirteen week period ended March 28, 2026 compared with the thirteen week period ended March 29, 2025
Total Company
•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Thirteen Week Periods Ended % Change
Net Sales
March 28, 2026March 29, 2025Change
Organic sales$2,388 $2,150 $238 11.0 %
Acquisition sales156 — 156 7.3 %
Net sales$2,544 $2,150 $394 18.3 %
Organic sales represent net sales from existing businesses owned by the Company, excluding sales from acquisitions. Acquisition sales represent net sales from acquired businesses for the period up to one year from the respective acquisition date. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. Refer to Note 2, “Acquisitions,” in the notes to the condensed consolidated financial statements included herein for information on the Company's recent acquisitions.
The increase in organic sales of $238 million for the thirteen week period ended March 28, 2026 compared to the thirteen week period ended March 29, 2025 is related to increases in defense, commercial aftermarket and commercial OEM sales.
•Cost of Sales and Gross Profit. Cost of sales increased by $157 million, or 17.9%, to $1,033 million for the thirteen week period ended March 28, 2026 compared to $876 million for the thirteen week period ended March 29, 2025. Cost of sales and the related percentage of net sales for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Thirteen Week Periods Ended
March 28, 2026March 29, 2025Change% Change
Cost of sales - excluding costs below$999 $830 $169 20.4 %
% of net sales39.3 %38.6 %
Depreciation35 31 4 12.9 %
% of net sales1.4 %1.4 %
Non-cash stock and deferred compensation expense2 5 (3)60.0 %
% of net sales0.1 %0.2 %
Foreign currency (gains) losses(3)10 (13)(130.0)%
% of net sales(0.1)%0.5 %
Total cost of sales$1,033 $876 $157 17.9 %
% of net sales40.6 %40.7 %
Gross profit (Net sales less Total cost of sales)$1,511 $1,274 $237 18.6 %
Gross profit percentage (Gross profit / Net sales)59.4 %59.3 %
Cost of sales during the thirteen week period ended March 28, 2026 decreased as a percentage of net sales. This was primarily driven by the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume; partially offset by the dilutive impact of the recent acquisitions.
27
•Selling and Administrative Expenses. Selling and administrative expenses increased by $37 million to $273 million for the thirteen week period ended March 28, 2026. The related percentage of net sales for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Thirteen Week Periods Ended
March 28, 2026March 29, 2025Change% Change
Selling and administrative expenses - excluding costs below$240 $188 $52 27.7 %
% of net sales9.4 %8.7 %
Non-cash stock and deferred compensation expense24 43 (19)(44.2)%
% of net sales0.9 %2.0 %
Acquisition transaction and integration-related expenses9 5 4 80.0 %
% of net sales0.4 %0.2 %
Total selling and administrative expenses$273 $236 $37 15.7 %
% of net sales10.7 %11.0 %
Selling and administrative expenses as a percentage of net sales for the thirteen week period ended March 28, 2026 decreased as a percentage of net sales primarily due to the decrease in non-cash stock and deferred compensation expense; partially offset by the impact of higher net sales, higher research and development and general and administrative expenses.
•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $106 million, or 28.0%, to $484 million for the thirteen week period ended March 28, 2026 from $378 million for the comparable thirteen week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% and 6.1% for the thirteen week periods ended March 28, 2026 and March 29, 2025, respectively.
•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 23.4% for the thirteen week period ended March 28, 2026 compared to 23.0% for the thirteen week period ended March 29, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.
•Earnings per Share. Basic and diluted earnings per share was $9.20 for the thirteen week period ended March 28, 2026 and $8.24 for the thirteen week period ended March 29, 2025.
Business Segments
•Segment Net Sales. Net sales by segment for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Thirteen Week Periods Ended
March 28, 2026% of Net SalesMarch 29, 2025% of Net SalesChange% Change
Power & Control$1,366 53.7 %$1,108 51.5 %$258 23.3 %
Airframe1,133 44.5 %1,002 46.6 %131 13.1 %
Non-aviation45 1.8 %40 1.9 %5 12.5 %
    Net sales$2,544 100.0 %$2,150 100.0 %$394 18.3 %
Net sales for the Power & Control segment increased $258 million primarily from increases in sales in defense, commercial aftermarket and commercial OEM.
Net sales for the Airframe segment increased $131 million primarily from increases in sales in commercial aftermarket, defense and commercial OEM.
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•EBITDA As Defined. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure. EBITDA As Defined by segment for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
 Thirteen Week Periods Ended   
 March 28, 2026% of  Segment
Net Sales		March 29, 2025% of  Segment
Net Sales		Change% Change
Power & Control$734 53.7 %$636 57.4 %$98 15.4 %
Airframe613 54.1 %529 52.8 %84 15.9 %
Non-aviation19 42.2 %16 40.0 %3 18.8 %
Total segment EBITDA As Defined1,366 53.7 %1,181 54.9 %185 15.7 %
Less: Unallocated corporate EBITDA As Defined29 1.1 %
(1)
19 0.9 %
(1)
10 52.6 %
Total Company EBITDA As Defined$1,337 52.6 %
(1)
$1,162 54.0 %
(1)
$175 15.1 %
(1)Calculated as a percentage of consolidated net sales.
EBITDA As Defined for the Power & Control and Airframe segments increased $98 million and $84 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.
Unallocated corporate EBITDA As Defined consists primarily of corporate expenses which includes compensation, benefits, professional services and other administrative costs incurred by our corporate offices.
Twenty-six week period ended March 28, 2026 compared with the twenty-six week period ended March 29, 2025
Total Company
•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Twenty-Six Week Periods Ended% Change
Net Sales
March 28, 2026March 29, 2025Change
Organic sales$4,542 $4,156 $386 9.3 %
Acquisition sales286 — 286 6.9 %
Net sales$4,828 $4,156 $672 16.2 %
Organic sales represent net sales from existing businesses owned by the Company, excluding sales from acquisitions. Acquisition sales represent net sales from acquired businesses for the period up to one year from the respective acquisition date. We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis. Refer to Note 2, “Acquisitions,” in the notes to the condensed consolidated financial statements included herein for information on the Company's recent acquisitions.
The increase in organic sales of $386 million for the twenty-six week period ended March 28, 2026 compared to the twenty-six week period ended March 29, 2025 is related to increases in defense, commercial aftermarket and commercial OEM sales.
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•Cost of Sales and Gross Profit. Cost of sales increased by $318 million, or 19.3%, to $1,965 million for the twenty-six week period ended March 28, 2026 compared to $1,647 million for the twenty-six week period ended March 29, 2025. Cost of sales and the related percentage of net sales for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025Change% Change
Cost of sales - excluding costs below$1,888 $1,589 $299 18.8 %
% of net sales39.1 %38.2 %
Depreciation69 61 8 13.1 %
% of net sales1.4 %1.5 %
Non-cash stock and deferred compensation expense5 7 (2)(28.6)%
% of net sales0.1 %0.2 %
Foreign currency losses (gains)3 (10)13 130.0 %
% of net sales0.1 %(0.2)%
Total cost of sales$1,965 $1,647 $318 19.3 %
% of net sales40.7 %39.6 %
Gross profit (Net sales less Total cost of sales)$2,863 $2,509 $354 14.1 %
Gross profit percentage (Gross profit / Net sales)59.3 %60.4 %
Cost of sales during the twenty-six week period ended March 28, 2026 increased as a percentage of net sales. This was primarily driven by the dilutive impact of the recent acquisitions. Excluding the dilutive impact from these acquisitions, cost of sales as a percentage of net sales decreased due to the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume.
•Selling and Administrative Expenses. Selling and administrative expenses increased by $80 million to $527 million for the twenty-six week period ended March 28, 2026. The related percentage of net sales for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025Change% Change
Selling and administrative expenses - excluding costs below$465 $371 $94 25.3 %
% of net sales9.6 %8.9 %
Non-cash stock and deferred compensation expense48 66 (18)(27.3)%
% of net sales1.0 %1.6 %
Acquisition transaction and integration-related expenses14 10 4 40.0 %
% of net sales0.3 %0.2 %
Total selling and administrative expenses$527 $447 $80 17.9 %
% of net sales10.9 %10.8 %
Selling and administrative expenses as a percentage of net sales for the twenty-six week period ended March 28, 2026 increased as a percentage of net sales, compared to the twenty-six week period ended March 29, 2025 due to the impact of higher net sales, the recent acquisitions and higher research and development and general and administrative expenses. This was partially offset by lower non-cash stock and deferred compensation expense.
•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $203 million, or 26.9%, to $959 million for the twenty-six week period ended March 28, 2026 from $756 million for the comparable twenty-six week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings and a decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.3% and 6.2% for the twenty-six week period ended March 28, 2026 and March 29, 2025, respectively.
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•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 22.9% for the twenty-six week period ended March 28, 2026 compared to 21.7% for the twenty-six week period ended March 29, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.
•Earnings per Share. Basic and diluted earnings per share was $15.82 for the twenty-six week period ended March 28, 2026 and $15.86 for the twenty-six week period ended March 29, 2025. Net income attributable to TD Group for the twenty-six week period ended March 28, 2026 of $980 million was decreased by dividend equivalent payments of $59 million, or $1.02 per share, resulting in net income applicable to TD Group common stockholders of $921 million. Net income attributable to TD Group for the twenty-six week period ended March 29, 2025 of $972 million was decreased by dividend equivalent payments of $49 million, or $0.83 per share, resulting in net income applicable to TD Group common stockholders of $923 million.
Business Segments
•Segment Net Sales. Net sales by segment for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
Twenty-Six Week Periods Ended
March 28, 2026% of Net SalesMarch 29, 2025% of Net SalesChange% Change
Power & Control$2,590 53.6 %$2,134 51.3 %$456 21.4 %
Airframe2,153 44.6 %1,949 46.9 %204 10.5 %
Non-aviation85 1.8 %73 1.8 %12 16.4 %
    Net sales$4,828 100.0 %$4,156 100.0 %$672 16.2 %
Net sales for the Power & Control segment increased $456 million primarily from increases in sales in defense, commercial OEM and commercial aftermarket.
Net sales for the Airframe segment increased $204 million primarily from increases in sales in commercial OEM, commercial aftermarket and defense.
•EBITDA As Defined. Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable U.S. GAAP financial measure. EBITDA As Defined by segment for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):
 Twenty-Six Week Periods Ended  
 March 28, 2026% of  Segment
Net Sales		March 29, 2025% of  Segment
Net Sales		Change% Change
Power & Control$1,389 53.6 %$1,222 57.3 %$167 13.7 %
Airframe1,163 54.0 %1,045 53.6 %118 11.3 %
Non-aviation35 41.2 %28 38.4 %7 25.0 %
Total segment EBITDA As Defined2,587 53.6 %2,295 55.2 %292 12.7 %
Less: Unallocated corporate EBITDA As Defined53 1.1 %
(1)
71 1.7 %
(1)
(18)(25.4)%
Total Company EBITDA As Defined$2,534 52.5 %
(1)
$2,224 53.5 %
(1)
$310 13.9 %
(1)Calculated as a percentage of consolidated net sales.
EBITDA As Defined for the Power & Control and Airframe segments increased approximately $167 million and $118 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.
Unallocated corporate EBITDA As Defined consists primarily of corporate expenses which includes compensation, benefits, professional services and other administrative costs incurred by our corporate offices. The decrease from prior year is attributable to the expiration of a deferred compensation program that was not renewed.
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Liquidity and Capital Resources
We historically maintained a capital structure comprising a mix of equity and debt financing. We vary our leverage both to optimize our equity return and to pursue acquisitions. We expect to meet our current debt obligations as they come due through internally generated funds from current levels of operations and/or through refinancing in the debt markets prior to the maturity dates of our debt.
The following tables present selected balance sheet, cash flow and other financial data relevant to the liquidity or capital resources of the Company for the periods specified below (amounts in millions):
March 28, 2026September 30, 2025
Selected Balance Sheet Data:
Cash and cash equivalents$3,884 $2,808 
Working capital (Total current assets less total current liabilities)6,139 4,830 
Total assets25,442 22,909 
Total debt (1)
32,003 30,015 
TD Group stockholders’ deficit(9,402)(9,686)
(1)Includes debt issuance costs and original issue discount. Reference Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for additional information.
Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025
Selected Cash Flow and Other Financial Data:
Cash flows provided by (used in):
Operating activities$967 $900 
Investing activities(1,137)(191)
Financing activities1,249 (4,540)
Capital expenditures131 98 
Ratio of earnings to fixed charges (1)
2.3x2.6x
(1)For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and original issue discount and the “interest component” of rental expense.
Significant Transactions of Fiscal 2026 and Subsequent Events
Acquisitions
•On October 6, 2025, the Company completed the acquisition of all the outstanding stock of Simmonds for approximately $757 million in cash. The acquisition was financed using cash on hand.
•On December 30, 2025, the Company entered into a definitive agreement to acquire all the outstanding stock of Stellant Systems, Inc. (“Stellant”) for approximately $960 million in cash. The acquisition is subject to regulatory approvals in the United States and customary closing conditions. The acquisition is expected to be financed using cash on hand as well as the net proceeds from the debt issuances completed in April 2026 (as further described below).
•On April 7, 2026, the Company completed the acquisition of Jet Parts Engineering (“JPE”) and Victor Sierra Aviation Holdings (“VSA”) for approximately $2.2 billion in cash. The definitive agreement to acquire JPE and VSA from Vance Street Capital was entered into on January 13, 2026. The acquisition was financed using cash on hand and the net proceeds from the debt offerings completed in February 2026 (as further described below).
•During the first half of fiscal 2026, the Company completed several acquisitions consisting of substantially all of the assets and technical data rights of certain product lines or all the outstanding stock of certain businesses (collectively, referred to herein as the “Other Acquisitions”), each meeting the definition of a business, for a total aggregate purchase price of $243 million in cash. Each of the acquisitions was financed using cash on hand.
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Debt Financing
•On February 13, 2026, the Company completed $2,000 million in new debt issuances. The new debt was comprised of $1,200 million in aggregate principal amount of senior subordinated notes due 2034 at an issue price of 100% that bear interest at a rate of 6.125% (the “Initial 6.125% 2034 Notes”) and $800 million of Tranche N term loans (the “Initial Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%. Original issue discount of 0.25%, or $1 million, was paid to the lenders of the Initial Tranche N term loans. The net proceeds from the February 13, 2026 new debt issuances were used, along with cash on hand, to fund the purchase price of the acquisition of JPE and VSA and for related transaction fees and expenses.
•On April 17, 2026, the Company completed $1,500 million in new debt issuances. The new debt was comprised of $500 million in aggregate principal amount of additional senior subordinated notes due 2034 at an issue price of 100.375%, or a premium of approximately $2 million, that bear interest at a rate of 6.125% (the “New 6.125% 2034 Notes”) and $1,000 million in new Tranche N term loans (the “New Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%. Original issue discount of 0.25%, or approximately $1 million, was paid to the lenders of the New Tranche N term loans. The net proceeds from the April 17, 2026 new debt issuances are intended to be used, along with cash on hand, to fund the purchase price of the expected acquisition of Stellant and for general corporate purposes, including replenishment on our balance sheet of a portion of the cash used to fund the common stock repurchases (as further described below) and for related transaction fees and expenses.
Common Stock Repurchases
•For the twenty-six week period ended March 28, 2026, the Company repurchased, in aggregate, 687,282 shares of common stock at an average price of $1,206.68 per share for a total amount of $829 million, of which $108 million is accrued within accrued and other current liabilities as of March 28, 2026. The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders' deficit.
•In April 2026, the Company repurchased 66,537 shares of common stock at an average price of $1,138.88 per share for a total amount of $76 million. Whether the Company undertakes additional stock repurchases or other aforementioned activities will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors.
* * * * *
If the Company has excess cash, it generally prioritizes allocating the excess cash in the following manner: (1) capital spending at existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt.
The Company’s ability to make scheduled interest payments on, or to refinance, the Company’s indebtedness, or to fund non-acquisition related capital expenditures and research and development efforts, will depend on the Company’s ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control.
The Company's objective is to maintain an allocation of at least 75% fixed rate and 25% variable rate debt thereby limiting its exposure to changes in near-term interest rates. Interest rate swaps, caps and collars used to hedge and offset, respectively, the variable interest rates on our term loans are further described in Note 11, “Derivatives and Hedging Activities,” in the notes to the condensed consolidated financial statements included herein. As of March 28, 2026, approximately 75% of our gross debt was fixed rate.
As of March 28, 2026, the Company has significant cash liquidity as illustrated in the table presented below (in millions):
As of March 28, 2026
Cash and cash equivalents$3,884 
Availability on revolving credit facility861 
Cash liquidity$4,745 
We believe our significant cash liquidity will allow us to meet our anticipated funding requirements. We expect to meet our short-term cash liquidity requirements (including interest obligations and capital expenditures) through net cash from operating activities, cash on hand and, if needed, draws on the revolving credit facility. Long-term cash liquidity requirements consist primarily of obligations under our long-term debt agreements. There is no maturity on any tranche of term loans or notes until August 2028 (fiscal 2028).
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In connection with the continued application of our three core value-driven operating strategy, we expect our efforts will continue to generate strong margins and provide sufficient cash provided by operating activities to meet our interest obligations and liquidity needs. We believe our cash provided by operating activities and available borrowing capacity will enable us to make strategic business acquisitions, pay dividends to our shareholders and make opportunistic investments in our own stock, subject to any restrictions in our existing Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”) and market conditions.
The Company may issue additional debt if prevailing market conditions are favorable to doing so. In addition, the Company may increase its borrowings in connection with acquisitions, if cash flow from operating activities becomes insufficient to fund current operations or for other short-term cash needs or for common stock repurchases or dividends. Our future leverage will also be impacted by the then current conditions of the credit markets.
Operating Activities. The Company generated $967 million of net cash from operating activities during the twenty-six week period ended March 28, 2026 compared to $900 million during the twenty-six week period ended March 29, 2025.
The change in accounts receivable during the twenty-six week period ended March 28, 2026 was a use of cash of $65 million compared to a use of cash of $66 million during the twenty-six week period ended March 29, 2025. The change is primarily attributable to the timing of cash receipts. The Company actively manages its accounts receivable, the related agings and collection efforts.
The change in inventories during the twenty-six week period ended March 28, 2026 was a use of cash of $145 million compared to a use of cash of $116 million during the twenty-six week period ended March 29, 2025. The increase is due to an increase in raw materials to support the fiscal 2026 sales demand. The Company manages inventory levels in support of customer needs.
The change in accounts payable during the twenty-six week period ended March 28, 2026 was a source of cash of $15 million compared to a use of cash of $2 million during the twenty-six week period ended March 29, 2025. The change is due to the timing of payments to suppliers.
Investing Activities. Net cash used in investing activities was $1,137 million during the twenty-six week period ended March 28, 2026, consisting primarily of the acquisition of Simmonds and other acquisitions of businesses completed during the first half of fiscal 2026 aggregating to $1,000 million, capital expenditures of $131 million and other investing transactions outflows of $6 million.
Net cash used in investing activities was $191 million during the twenty-six week period ended March 29, 2025, consisting primarily of other acquisitions of businesses completed during the first half of fiscal 2025 aggregating to $140 million and capital expenditures of $98 million; partially offset by other investing transactions inflows of $47 million.
Financing Activities. Net cash provided by financing activities was $1,249 million during the twenty-six week period ended March 28, 2026. The source of cash was primarily attributable to the net proceeds from the February 2026 new debt issuances, including fees, of $1,980 million plus proceeds from stock option exercises of $83 million; partially offset by repurchases of common stock of $721 million, dividend equivalent payments of $59 million, and repayments on term loans plus other financing costs aggregating to $34 million.
Net cash used in financing activities was $4,540 million during the twenty-six week period ended March 29, 2025. The use of cash was primarily attributable to dividend and dividend equivalent payments of $4,396 million, repurchases of common stock of $369 million and repayments on term loans plus other financing costs aggregating to $27 million; partially offset by an additional draw from the trade receivable securitization facility, including fees, of $163 million and proceeds from stock option exercises of $89 million.
Description of Senior Secured Term Loans and Indentures
Senior Secured Term Loans Facilities
TransDigm has $11,896 million in fully drawn term loans (the “Term Loans Facility”) as of March 28, 2026 and a $910 million revolving credit facility. The Term Loans Facility consists of five tranches of term loans with maturity dates ranging from March 22, 2030 to February 13, 2033, and requires quarterly aggregate principal payments of $30 million. Subsequent to the quarter ended March 28, 2026, the Company issued an additional $1,000 million in Tranche N term loans, increasing the quarterly aggregate principal payments to $32 million. Refer to Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for further disclosure.
The revolving commitments consist of two tranches which include up to $139 million of multicurrency revolving commitments. At March 28, 2026, the Company had $49 million in letters of credit outstanding and $861 million in borrowings available under the revolving commitments. Draws on the revolving commitments are subject to an interest rate of 2.25%. The unused portion of the revolving commitments is subject to a fee of 0.50% per annum. The maturity date of the revolving credit facility is February 27, 2029.
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The interest rates per annum applicable to the Term Loans Facility under the Credit Agreement are, at TransDigm’s option, equal to either an alternate base rate or an adjusted Term SOFR for one, three or six-month interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted Term SOFR related to the Term Loans Facility are not subject to a floor. Refer to Note 11, “Derivatives and Hedging Activities,” in the notes to the condensed consolidated financial statements included herein for information about how our interest rate swaps, caps and collar agreements are used to hedge and offset, respectively, the variable interest rate portion of our debt.
Indentures
The following table represents the senior subordinated and secured notes outstanding as of March 28, 2026:
DescriptionAggregate PrincipalMaturity DateInterest Rate
2028 Secured Notes (2)
$2,100 millionAugust 15, 20286.750%
4.625% 2029 Notes (1)
$1,200 millionJanuary 15, 20294.625%
2029 Secured Notes (2)
$2,750 millionMarch 1, 20296.375%
4.875% 2029 Notes (1)
$750 millionMay 1, 20294.875%
2030 Secured Notes (2)
$1,450 millionDecember 15, 20306.875%
2031 Secured Notes (2)
$1,000 millionDecember 1, 20317.125%
2032 Secured Notes (2)
$2,200 millionMarch 1, 20326.625%
2033 Secured Notes (2)
$1,500 millionJanuary 15, 20336.000%
6.375% 2033 Notes (1)
$2,650 millionMay 31, 20336.375%
2034 Secured Notes (2)
$500 millionJanuary 31, 20346.250%
6.750% 2034 Notes (1)
$2,000 millionJanuary 31, 20346.750%
Initial 6.125% 2034 Notes (1)(3)
$1,200 millionJuly 31, 20346.125%
(1)Collectively, referred to as the “Subordinated Notes” herein.
(2)Collectively, referred to as the “Secured Notes” herein.
(3)Subsequent to the quarter ended March 28, 2026, the Company issued an additional $500 million of 6.125% 2034 Notes. Refer to Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for further disclosure.
The Subordinated Notes and Secured Notes do not require principal payments prior to their maturity. Interest under the Subordinated Notes and Secured Notes is payable semi-annually. The Subordinated Notes represent our unsecured obligations ranking subordinate to our senior debt, as defined in the applicable indentures. The Secured Notes represent our secured obligations ranking equally to all existing and future senior debt, as defined in the applicable indentures. The Subordinated Notes and Secured Notes contain many of the restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all of the covenants contained in the Subordinated Notes and Secured Notes.
Guarantor Information
The Subordinated Notes are subordinated to all of our existing and future senior secured debt, including indebtedness under TransDigm’s existing senior secured credit facilities, rank equally with all of our existing and future senior subordinated debt and rank senior to all of our future debt that is expressly subordinated to the Subordinated Notes. The 4.625% 2029 Notes and the 4.875% 2029 Notes are fully and unconditionally guaranteed on a senior subordinated unsecured basis by TransDigm Group, TransDigm UK and TransDigm Inc.’s Domestic Restricted Subsidiaries (as defined in the applicable indentures). The 6.375% 2033 Notes, 6.750% 2034 Notes and the Initial 6.125% 2034 Notes are guaranteed, on a senior subordinated basis, by TransDigm Group and each of TransDigm Inc.’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm or any of the guarantors in an aggregate principal amount of at least $200 million. The table set forth in Exhibit 22.1 filed with this Form 10-Q details the primary obligors and guarantors. The guarantees of the Subordinated Notes are subordinated to all of the guarantors’ existing and future senior debt, rank equally with all of their existing and future senior subordinated debt and rank senior to all of their future debt that is expressly subordinated to the guarantees of the Subordinated Notes. The Subordinated Notes are structurally subordinated to all of the liabilities of TransDigm Group’s non-guarantor subsidiaries.
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The Secured Notes are senior secured debt of TransDigm and rank equally in right of payment with all of TransDigm’s existing and future senior secured debt, including indebtedness under TransDigm’s existing senior secured credit facilities, and are senior in right of payment to all of TransDigm’s existing and future senior subordinated debt, including the Subordinated Notes. The 2028 Secured Notes are guaranteed on a senior secured basis by TransDigm Group, TransDigm UK and TransDigm Inc.’s Domestic Restricted Subsidiaries (as defined in the applicable indentures). The 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, 2032 Secured Notes, 2033 Secured Notes and 2034 Secured Notes are guaranteed on a senior secured basis by TransDigm Group and each of TransDigm Inc.’s direct and indirect Restricted Subsidiaries (as defined in the applicable indenture) that is a borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm Inc. or any of the guarantors in an aggregate principal amount of at least $200 million. As of the date of this Form 10-Q, the guarantors of the 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, 2032 Secured Notes, 2033 Secured Notes and 2034 Secured Notes are the same as the guarantors of the 2028 Secured Notes. The table set forth in Exhibit 22.1 filed with this Form 10-Q details the primary obligors and guarantors. The guarantees of the Secured Notes rank equally in right of payment with all of the guarantors’ existing and future senior secured debt and are senior in right of payment to all of their existing and future senior subordinated debt. The Secured Notes are structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries.
Separate financial statements of TransDigm Inc. are not presented because the Subordinated Notes and Secured Notes are fully and unconditionally guaranteed on a senior subordinated unsecured basis (if Subordinated Notes) and senior secured basis (if Secured Notes) by TransDigm Group, TransDigm UK and all of TransDigm Inc.'s Domestic Restricted Subsidiaries. TransDigm Group has no significant operations or assets separate from its investment in TransDigm Inc.
The financial information presented is that of TransDigm Group, TransDigm Inc. and the other Guarantors, which includes TransDigm UK, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between TransDigm Group, TransDigm Inc. and the other Guarantors have been eliminated, and amounts due from, amounts due to, and transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
(in millions)As of March 28, 2026
Current assets$5,845 
Goodwill8,786 
Other non-current assets4,538 
Current liabilities1,291 
Non-current liabilities32,007 
Amounts due (from) to subsidiaries that are non-issuers and non-guarantors-net(2,360)
Twenty-Six Week Period Ended
(in millions)March 28, 2026
Net sales$3,854 
Sales to subsidiaries that are non-issuers and non-guarantors16 
Cost of sales1,546 
Expense from subsidiaries that are non-issuers and non-guarantors-net31 
Income from operations649 
Net income attributable to TD Group649 
Certain Restrictive Covenants in Our Debt Documents
The Credit Agreement and the indentures governing the Subordinated Notes and Secured Notes contain restrictive covenants that, among other things, limit the incurrence of additional indebtedness, the payment of special dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances, and prepayments of certain other indebtedness.
The restrictive covenants included in the Credit Agreement are subject to amendments executed periodically. The most recent amendment that impacted the restrictive covenants contained in the Credit Agreement is Amendment No. 15, executed on March 22, 2024.
Under the terms of the Credit Agreement, TransDigm is entitled, on one or more occasions, to request additional term loans or additional revolving commitments to the extent that the existing or new lenders agree to provide such incremental term loans or additional revolving commitments provided that, among other conditions, our consolidated net leverage ratio would be no greater than 7.25x and the consolidated secured net debt ratio would be no greater than 5.00x, in each case, after giving effect to such incremental term loans or additional revolving commitments.
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If any such default occurs, the lenders under the Credit Agreement and the holders of the Subordinated Notes and Secured Notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under the Credit Agreement also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event of default under the Credit Agreement, the lenders thereunder and the holders of the Secured Notes will have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash, and they will also have the right to prevent us from making debt service payments on the Notes.
With the exception of the revolving credit facility, the Company has no maintenance covenants in its existing term loan and indenture agreements. Under the Credit Agreement, if the usage of the revolving credit facility exceeds 40% (or, currently, $364 million) of the total revolving commitments, the Company is required to maintain a maximum consolidated net leverage ratio of net debt to trailing four-quarter EBITDA As Defined of 7.50x (or, solely with respect to the first four fiscal quarters ending after the consummation of any material acquisition, 8.00x) as of the last day of the fiscal quarter.
As of March 28, 2026, the Company was in compliance with all of its debt covenants and expects to remain in compliance with its debt covenants in subsequent periods.
Trade Receivable Securitization Facility
During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization Facility”). The Company’s Securitization Facility effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the Company to exercise annual one year extensions as long as there have been no termination events as defined by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs.
On July 11, 2025, the Company amended the Securitization Facility to, among other things, (i) increase the borrowing capacity from $650 million to $725 million; and (ii) extend the maturity date to July 10, 2026 at an interest rate of Term SOFR plus 1.35% compared to an interest rate of Term SOFR plus 1.45% that applied prior to the amendment.
As of March 28, 2026, the Securitization Facility was fully drawn and the applicable interest rate was 5.03%. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.
Contractual Obligations
We have future obligations under various contracts relating to debt and interest payments, finance and operating leases, pension and post-retirement benefit plans and purchase obligations. During the twenty-six week period ended March 28, 2026, other than the debt financing activities disclosed in Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein, there were no material changes to these obligations as reported in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Dividend and Dividend Equivalent Payments
Pursuant to the Fourth Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan, the Amended and Restated 2014 Stock Option Plan Dividend Equivalent Plan and the 2019 Stock Option Plan Dividend Equivalent Plan, all of the vested options granted under the existing stock option plans, except for grants to the members of the Board of Directors, are entitled to certain dividend equivalent payments in the event of the declaration of a dividend by the Company.
No dividends were declared in the twenty-six week period ended March 28, 2026. Dividend equivalent payments are made during the Company's first fiscal quarter each year and also upon payment of any dividends declared. Total dividend equivalent payments in the first quarter of fiscal 2026 were approximately $59 million.
Off-Balance Sheet Arrangements
The Company utilizes letters of credit to back certain payment and performance obligations. Letters of credit are subject to limits based on amounts outstanding under the Company’s revolving credit facility. As of March 28, 2026, the Company had $49 million in letters of credit outstanding.
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Non-GAAP Financial Measures
We present below certain financial information based on our EBITDA and EBITDA As Defined. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, and references to “EBITDA As Defined” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and EBITDA As Defined and the reconciliations of net cash provided by operating activities to EBITDA and EBITDA As Defined presented below.
Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP. We present EBITDA and EBITDA As Defined because we believe they are useful indicators for evaluating operating performance and liquidity.
Our management believes that EBITDA and EBITDA As Defined are useful as indicators of liquidity because securities analysts, investors, rating agencies and others use EBITDA to evaluate a company’s ability to incur and service debt. In addition, EBITDA As Defined is useful to investors because the revolving credit facility under our senior secured credit facility requires compliance under certain circumstances, on a pro forma basis, with a financial covenant that measures the ratio of the amount of our secured indebtedness to the amount of our Consolidated EBITDA defined in the same manner as we define EBITDA As Defined herein.
In addition to the above, our management uses EBITDA As Defined to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses EBITDA As Defined to evaluate acquisitions.
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.
Because of these limitations, EBITDA and EBITDA As Defined should not be considered as measures of discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA or EBITDA As Defined in isolation and specifically by using other U.S. GAAP measures, such as net income, net sales and operating profit, to measure our operating performance. Neither EBITDA nor EBITDA As Defined is a measurement of financial performance under U.S. GAAP, and neither should be considered as an alternative to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies.
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The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined (in millions):
 Thirteen Week Periods Ended Twenty-Six Week Periods Ended
 March 28, 2026March 29, 2025March 28, 2026March 29, 2025
Net Income$536 $479 $981 $972 
Adjustments:
Depreciation and amortization expense105 89 205 179 
Interest expense-net484 378 959 756 
Income tax provision164 143 291 269 
EBITDA1,289 1,089 2,436 2,176 
Adjustments:
Acquisition transaction and integration-related expenses (1)
19 9 31 22 
Non-cash stock and deferred compensation expense (2)
26 48 53 73 
Other, net (3)
3 16 14 (47)
EBITDA As Defined$1,337 $1,162 $2,534 $2,224 
(1)
Represents costs incurred to integrate acquired businesses into our operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
(2)
Represents the compensation expense recognized under our stock option plans and deferred compensation plans.
(3)
Primarily represents foreign currency transaction gains or losses, payroll withholding taxes related to dividend equivalent payments and stock option exercises, non-service related pension costs, deferred compensation payments and other miscellaneous income or expense, such as gain on sale of business.
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The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined (in millions):
Twenty-Six Week Periods Ended
March 28, 2026March 29, 2025
Net cash provided by operating activities$967 $900 
Adjustments:
 Changes in assets and liabilities, net of effects from acquisitions and sales of businesses294 322 
Interest expense-net (1)
936 737 
Income tax provision-current292 271 
Gain on sale of businesses, net— 19 
Non-cash stock and deferred compensation expense (2)
(53)(73)
EBITDA2,436 2,176 
Adjustments:
Acquisition transaction and integration-related expenses (3)
31 22 
Non-cash stock and deferred compensation expense (2)
53 73 
Other, net (4)
14 (47)
EBITDA As Defined$2,534 $2,224 
(1)
Represents interest expense, net of interest income, excluding the amortization of debt issuance costs and discount on debt.
(2)
Represents the compensation expense recognized under our stock option plans and deferred compensation plans.
(3)
Represents costs incurred to integrate acquired businesses into our operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
(4)
Primarily represents foreign currency transaction gains or losses, payroll withholding taxes related to dividend equivalent payments and stock option exercises, non-service related pension costs, deferred compensation payments and other miscellaneous income or expense, such as gain on sale of business.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information called for by this item is provided under the caption “Description of Senior Secured Term Loans and Indentures” in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Market risks are described more fully within Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A of our most recent Annual Report on Form 10-K (for the fiscal year ended September 30, 2025, filed on November 12, 2025). These market risks have not materially changed for the second quarter of fiscal year 2026.
ITEM 4. CONTROLS AND PROCEDURES
As of March 28, 2026, TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures. Based upon that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that TD Group’s disclosure controls and procedures are effective to ensure that information required to be disclosed by TD Group in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to TD Group’s management, including its President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, TD Group’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures.
During the fiscal quarter ended December 27, 2025, the Company completed the acquisition of Simmonds. The Company is currently integrating the acquisition into its operations, compliance programs and internal control processes. As permitted by SEC rules and regulations, the Company has excluded the acquisition from management's evaluation of internal controls over financial reporting as of March 28, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended March 28, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions arising in the ordinary course of business. We believe that the outcome of these matters will not have a material adverse effect on our financial position, results of operations, or cash flows. From time to time, we are involved in matters that involve governmental authorities as a party under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment. We will report such matters that exceed, or that we reasonably believe may exceed, $1 million or more in monetary sanctions.
Information with respect to our legal proceedings is contained in Note 13, “Commitments and Contingencies,” in Part IV, Item 15. Exhibits and Financial Statement Schedules, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on November 12, 2025. There have been no material changes to this information.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed on November 12, 2025. There have been no material changes to the risk factors described in the Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS: PURCHASES OF EQUITY SECURITIES BY THE ISSUER
The following table presents information about repurchases of TransDigm Group Inc. common stock made by the Company during the second quarter of fiscal year 2026 (in millions, except shares and average price per share data):
Total Number of SharesDollar Value of Shares
Total NumberAverage PriceRepurchased as PartThat May Yet Be
of SharesPaidof Publicly Announced Purchased Under the
PeriodRepurchasedPer SharePlans or Programs
Plans or Programs (1)
December 28, 2025 - January 24, 2026— $— — $5,681 
January 25, 2026 - February 21, 2026228 1,249.93 228 5,681 
February 22, 2026 - March 28, 2026601,842 1,200.56 601,842 4,958 
Total 602,070 $1,200.58 602,070 
(1)
On January 27, 2022, our Board of Directors authorized a new stock repurchase program permitting repurchases of our outstanding shares not to exceed $2.2 billion in the aggregate, subject to any restrictions specified in the Credit Agreement and indentures governing the existing Subordinated and Secured Notes (referred to herein as the “existing stock repurchase program”), replacing the $650 million stock repurchase program. In November 2025, the Board of Directors authorized an additional $5.0 billion in share repurchases of common stock permissible under the Company’s existing stock repurchase program. There is no expiration date for the existing stock repurchase program.
ITEM 5. OTHER INFORMATION
On February 26, 2026, Patrick Murphy, the Company's Co-Chief Operating Officer, modified and replaced an existing “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) for the sale of 11,270 shares of common stock issuable upon the exercise of vested options intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which the modified Rule 10b5-1 trading arrangement begins on May 28, 2026 and terminates no later than May 30, 2027.
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Table of Contents
ITEM 6. EXHIBITS
Exhibit No.DescriptionFiled Herewith or Incorporated by Reference From
22.1
Listing of Subsidiary Guarantors
Filed Herewith
31.1
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
31.2
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed Herewith
32.1
Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished Herewith
32.2
Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished Herewith
101.INSInline XBRL Instance Document: The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentFiled Herewith
101.SCHInline XBRL Taxonomy Extension SchemaFiled Herewith
101.CALInline XBRL Taxonomy Extension Calculation LinkbaseFiled Herewith
101.DEFInline XBRL Taxonomy Extension Definition LinkbaseFiled Herewith
101.LABInline XBRL Taxonomy Extension Label LinkbaseFiled Herewith
101.PREInline XBRL Taxonomy Extension Presentation LinkbaseFiled Herewith
104Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101Filed Herewith
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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 undersigned thereunto duly authorized.
TRANSDIGM GROUP INCORPORATED
SIGNATURETITLEDATE
/s/ Michael LismanPresident and Chief Executive Officer
(Principal Executive Officer)		May 5, 2026
Michael Lisman
/s/ Sarah WynneChief Financial Officer
(Principal Financial Officer)		May 5, 2026
Sarah Wynne

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