TransDigm Group INC
For the period ended Jun 28, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 28, 2025 · Filed Aug 5, 2025
TDG$1,197.01+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-29; filed 2025-05-06.
0001260221-25-000026
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-28; filed 2025-08-05.
0001260221-25-000051
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 157 previous paragraphs and 160 current paragraphs.
86 unchanged; 63 reworded; 10 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 23 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Net sales for the Power & Control segment increased $110 million, an increase of 10.7%, for the thirteen week period ended June 28, 2025 compared to the thirteen week period ended June 29, 2024. The sales increase resulted primarily from increases in organic sales in defense ($49 million, an increase of 10.1%) and commercial aftermarket ($9 million, an increase of 3.0%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft.
Current report
Net sales for the Airframe segment increased $84 million, an increase of 8.6%, for the thirteen week period ended June 28, 2025 compared to the thirteen week period ended June 29, 2024. The sales increase resulted primarily from increases in organic sales in defense ($74 million, an increase of 24.6%) and commercial aftermarket ($26 million, an increase of 8.1%). The increase in defense sales and commercial aftermarket sales for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Current report
EBITDA As Defined for the Airframe segment increased approximately $66 million, an increase of 13.1%. The increase in EBITDA As Defined for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Current report
•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 21.9% for the thirty-nine week period ended June 28, 2025 compared to 22.5% for the thirty-nine week period ended June 29, 2024. The Company’s lower effective tax rate for the thirty-nine week period ended June 28, 2025 was primarily due to a less significant increase in the valuation allowance applicable to Company's net interest deduction limitation, and a lower effective tax rate on non-U.S. earnings, slightly offset by a less significant benefit associated with share-based payments when compared to the same period in 2024.
Current report
Net sales for the Power & Control segment increased $436 million, an increase of 15.4%, for the thirty-nine week period ended June 28, 2025 compared to the thirty-nine week period ended June 29, 2024. The sales increase resulted primarily from increases in organic sales in defense ($136 million, an increase of 10.2%) and commercial aftermarket ($80 million, an increase of 9.2%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft.
Current report
Net sales for the Airframe segment increased $212 million, an increase of 7.6%, for the thirty-nine week period ended June 28, 2025 compared to the thirty-nine week period ended June 29, 2024. The sales increase resulted primarily from increases in organic sales in defense ($137 million, an increase of 15.7%) and commercial aftermarket ($88 million, an increase of 9.9%). The increase in defense sales and commercial aftermarket sales for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Current report
EBITDA As Defined for the Airframe segment increased approximately $170 million, an increase of 11.8%. The increase in EBITDA As Defined for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Current report
•On May 20, 2025, the Company completed the issuance of $2,650 million in 6.375% senior subordinated notes due 2033, which the net proceeds of approximately $2,615 million, along with existing cash on hand, were used to redeem all of its outstanding $2,650 million in 5.50% senior subordinated notes due 2027. The redemption occurred on June 20, 2025.
Current report
•On June 30, 2025, the Company entered into a definitive agreement to acquire all the outstanding stock of the Simmonds Precision Products, Inc. Business (“Simmonds”) of Goodrich Corporation from RTX Corporation for approximately $765 million in cash. The acquisition is subject to regulatory approvals in the United States and customary closing conditions.
Current report
•On July 1, 2025, the Company acquired Servotronics, Inc. (“Servotronics”) via a tender offer for $47.00 per share in cash. The total purchase price was approximately $133 million in cash.
Removed paragraphs (7)
Previous report
Net sales for the Power & Control segment increased $188 million, an increase of 20.4%, for the thirteen week period ended March 29, 2025 compared to the thirteen week period ended March 30, 2024. The sales increase resulted primarily from increases in organic sales in defense ($55 million, an increase of 13.0%) and commercial aftermarket ($34 million, an increase of 12.1%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft.
Previous report
Net sales for the Airframe segment increased $43 million, an increase of 4.5%, for the thirteen week period ended March 29, 2025 compared to the thirteen week period ended March 30, 2024. The sales increase resulted primarily from increases in organic sales in commercial aftermarket ($43 million, an increase of 14.4%) and defense ($15 million, an increase of 4.7%). The increase in commercial aftermarket sales and defense sales for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Previous report
EBITDA As Defined for the Airframe segment increased approximately $19 million, an increase of 3.7%. The increase in EBITDA As Defined for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Previous report
•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 21.7% for the twenty-six week period ended March 29, 2025 compared to 22.0% for the twenty-six week period ended March 30, 2024. The Company’s lower effective tax rate for the twenty-six week period ended March 29, 2025 was impacted by the geographic (i.e., U.S. vs. non-U.S.) mix of our pre-tax earnings.
Previous report
Net sales for the Power & Control segment increased $324 million, an increase of 17.9%, for the twenty-six week period ended March 29, 2025 compared to the twenty-six week period ended March 30, 2024. The sales increase resulted primarily from increases in organic sales in defense ($86 million, an increase of 10.3%) and commercial aftermarket ($71 million, an increase of 12.4%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft.
Previous report
Net sales for the Airframe segment increased $128 million, an increase of 7.0%, for the twenty-six week period ended March 29, 2025 compared to the twenty-six week period ended March 30, 2024. The sales increase resulted primarily from increases in organic sales in defense ($64 million, an increase of 11.1%) and commercial aftermarket ($63 million, an increase of 10.8%). The increase in defense sales and commercial aftermarket sales for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Previous report
EBITDA As Defined for the Airframe segment increased approximately $105 million, an increase of 11.2%. The increase in EBITDA As Defined for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.
Reworded paragraphs (63)
Previous wording
For the second quarter of fiscal 2025, we generated net sales of $2,150 million and net income attributable to TD Group of $479 million. EBITDA As Defined was $1,162 million, or 54.0% 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.
Current wording
For the third quarter of fiscal 2025, we generated net sales of $2,237 million and net income attributable to TD Group of $492 million. EBITDA As Defined was $1,217 million, or 54.4% 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.
Previous wording
In the first half of fiscal 2025, demand for air travel remained strong both domestically and internationally. The 2025 leading indicators or industry consensus suggest a continuation of current trends supported by continued revenue passenger kilometer (“RPK”) growth though the ongoing supply chain issues resulting in the delivery of fewer new aircraft deliveries to airlines may adversely impact the rate of RPK growth. Recent RPK statistics indicate a softening in the growth rate, particularly in North America. In the first half of fiscal 2025, commercial aftermarket sales increased compared to the first half of fiscal 2024 primarily due to the strong demand for air travel resulting in higher flight hours and utilization of aircraft as global air traffic continues to surpass pre-pandemic levels. We continue to closely monitor the economic environment, including its impact on airline capacity as several airlines have announced potential capacity reductions. At this time, we are seeing minimal impact on our commercial aftermarket.
Current wording
For the thirty-nine week period ended June 28, 2025, demand for air travel remained strong both domestically and internationally though recent RPK statistics indicate a softening in the growth rate, particularly in North America and in domestic passenger markets. Commercial aftermarket sales increased for the thirty-nine week period ended June 28, 2025 compared to fiscal 2024 primarily due to the overall strong demand for air travel resulting in higher flight hours and utilization of passenger and freight aircraft as global air traffic continues to surpass pre-pandemic levels. We continue to closely monitor the economic environment, including its impact on airline capacity. At this time, we are seeing minimal impact on our commercial aftermarket.
Previous wording
Our commercial transport original equipment manufacturer (“OEM”) shipments and revenues generally run ahead of aircraft delivery schedules. Consistent with prior years, our fiscal 2025 shipments will be 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 are working to increase aircraft production. However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply chain and labor challenges persist but continue to improve. The recent tariff actions and potentially weakening economic environment, and Boeing machinist strike, which affected its 737 MAX, 767 and 777 production lines, make it difficult to accurately predict the OEM build rates for 2025, though progress continues to be made in the build rates, particularly with the 737 MAX, since the resolution of the strike in the first quarter of fiscal 2025. In the first half of fiscal 2025, the impact across TransDigm's operating units has been uneven and varied, resulting in commercial OEM sales slightly decreasing compared to the first half of fiscal 2024.
Current wording
Our commercial transport original equipment manufacturer (“OEM”) shipments and revenues generally run ahead of aircraft delivery schedules. Consistent with prior years, our fiscal 2025 shipments are 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 are working to increase aircraft production. However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply chain and labor challenges persist. Additional factors such as the recent tariff actions and potentially weakening economic environment, and the Boeing machinist strike, which affected its 737 MAX, 767 and 777 production lines, make it difficult to accurately predict the OEM build rates for the balance of fiscal 2025, though progress continues to be made in the build rates. Airbus has also encountered difficulties in ramping up production. For the thirty-nine week period ended June 28, 2025, the impact across TransDigm's operating units has been uneven and varied, resulting in consolidated commercial OEM sales decreasing compared to fiscal 2024.
Previous wording
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 Defense (“DOD”) procurement policy and the extent of global conflicts, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas can increase demand. Likewise, delays in government spending outlays and government funding reprioritization can reduce demand. For a variety of reasons, the military spending outlook is very uncertain, though recent DOD budgets have trended upwards due to recent geopolitical challenges, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and current military modernization efforts. Defense sales in the first half of fiscal 2025 increased compared to the first half of fiscal 2024 primarily due to continued improving United States Government (“U.S. Government”) defense spend outlays.
Current wording
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 Defense (“DOD”) procurement policy and the extent of global conflicts, such as the ongoing geopolitical 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 DOD budgets have trended upwards due to recent geopolitical challenge and conflicts, and current military modernization efforts. Defense sales for the thirty-nine week period ended June 28, 2025 increased compared to fiscal 2024 primarily due to continued improving United States Government (“U.S. Government”) defense spend outlays.
Previous wording
Recently, the U.S. Government announced new or higher tariffs on goods imported into the U.S. from numerous countries and multiple nations countered with reciprocal tariffs and other actions in response. The U.S. Government stated that it is willing to negotiate with other countries regarding the tariffs. TransDigm is primarily a domestic manufacturer as the majority of its operations are in the U.S. and mainly sources in the U.S. for its U.S.-based production. Because of this and other factors such as the applicability of the United States-Mexico-Canada Agreement, we do not expect the tariffs to have a significant impact on our fiscal 2025 operating results. We will continue to monitor the developments on tariffs and other changes in trade policy for its potential impact on the economic environment and on our business and operating results.
Current wording
At various points in 2025, the U.S. Government has announced new or higher tariffs on goods imported into the U.S. from numerous countries resulting in multiple countries countering with reciprocal tariffs and other actions in response. Negotiations between the U.S. and other countries regarding the tariffs are ongoing and their status continues to evolve. TransDigm is primarily a domestic manufacturer as the majority of its operations are in the U.S. and mainly sources in the U.S. for its U.S.-based production. Because of this and other factors such as the applicability of the United States-Mexico-Canada Agreement, we do not expect the tariffs to have a significant impact on our fiscal 2025 operating results. We continue to monitor the developments on tariffs and other changes in trade policy for its potential impact on the economic environment and on our business and operating results.
Previous wording
(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 $49 million and $101 million for the twenty-six week periods ended March 29, 2025 and March 30, 2024, respectively.
Current wording
(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 $49 million and $101 million for the thirty-nine week periods ended June 28, 2025 and June 29, 2024, respectively.
Previous wording
The increase in organic sales of $132 million for the thirteen week period ended March 29, 2025 compared to the thirteen week period ended March 30, 2024 is primarily related to increases in commercial aftermarket sales ($77 million, an increase of 13.3%) and defense sales ($69 million, an increase of 9.5%), partially offset by a slight decrease in commercial OEM sales ($1 million, a decrease of 0.2%). The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft. The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The slight decrease in commercial OEM sales is primarily attributable to the adverse impact on aircraft production from the Boeing machinist strike.
Current wording
The increase in organic sales of $129 million for the thirteen week period ended June 28, 2025 compared to the thirteen week period ended June 29, 2024 is primarily related to increases in defense sales ($122 million, an increase of 15.4%) and commercial aftermarket sales ($35 million, an increase of 5.7%), partially offset by a decrease in commercial OEM sales ($33 million, a decrease of 7.0%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft. The decrease in commercial OEM sales is primarily attributable to the prolonged supply chain and labor challenges being encountered by aircraft manufacturers and resulting production delays of new aircraft.
Previous wording
The increase in acquisition sales for the thirteen week period ended March 29, 2025 is primarily attributable to the fiscal 2024 acquisitions of Raptor Scientific, the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”), SEI Industries LTD (“SEI”) and FPT Industries LLC (“FPT”).
Current wording
The increase in acquisition sales for the thirteen week period ended June 28, 2025 is primarily attributable to the fiscal 2024 acquisitions of Raptor Scientific, the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”) and SEI Industries LTD (“SEI”).
Previous wording
•Cost of Sales and Gross Profit. Cost of sales increased by $109 million, or 14.2%, to $876 million for the thirteen week period ended March 29, 2025 compared to $767 million for the thirteen week period ended March 30, 2024. Cost of sales and the related percentage of net sales for the thirteen week periods ended March 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•Cost of Sales and Gross Profit. Cost of sales increased by $79 million, or 9.6%, to $905 million for the thirteen week period ended June 28, 2025 compared to $826 million for the thirteen week period ended June 29, 2024. Cost of sales and the related percentage of net sales for the thirteen week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
Previous wording
Cost of sales during the thirteen week period ended March 29, 2025 increased as a percentage of net sales. This was primarily driven by foreign currency losses recognized in the second quarter of fiscal 2025 as foreign exchange rates, particularly the U.S. dollar compared to the British pound and the euro, weakened in the second quarter of fiscal 2025 compared to fiscal 2024. Excluding the impact of foreign currency losses (gains), cost of sales during the thirteen week period ended March 29, 2025 slightly 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 incurred being spread over a higher production volume.
Current wording
Cost of sales during the thirteen week period ended June 28, 2025 slightly increased as a percentage of net sales. This was driven by foreign currency losses recognized in the third quarter of fiscal 2025 as foreign exchange rates, particularly the U.S. dollar compared to the British pound and the euro, weakened in the third quarter of fiscal 2025 compared to fiscal 2024. Excluding the impact of foreign currency losses (gains), cost of sales during the thirteen week period ended June 28, 2025 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 incurred being spread over a higher production volume.
Previous wording
•Selling and Administrative Expenses. Selling and administrative expenses decreased by $12 million, or 4.8%, to $236 million for the thirteen week period ended March 29, 2025, compared to $248 million, or 12.9% of net sales, for the thirteen week period ended March 30, 2024. Selling and administrative expenses and the related percentage of net sales for the thirteen week periods ended March 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•Selling and Administrative Expenses. Selling and administrative expenses decreased by $6 million, or 2.4%, to $242 million for the thirteen week period ended June 28, 2025, compared to $248 million, or 12.1% of net sales, for the thirteen week period ended June 29, 2024. Selling and administrative expenses and the related percentage of net sales for the thirteen week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
Previous wording
Selling and administrative expenses as a percentage of net sales for the thirteen week period ended March 29, 2025 decreased compared to the thirteen week period ended March 30, 2024 primarily due to the decrease in non-cash stock and deferred compensation expense and acquisition transaction-related expenses.
Current wording
Selling and administrative expenses as a percentage of net sales for the thirteen week period ended June 28, 2025 decreased compared to the thirteen week period ended June 29, 2024 primarily due to the decrease in acquisition transaction-related expenses. Acquisition transaction-related expenses decreased due to a lower volume of business combinations completed quarter-to-date compared to fiscal 2024.
Previous wording
•Amortization of Intangible Assets. Amortization of intangible assets was $47 million for the thirteen week period ended March 29, 2025 compared to $37 million for the thirteen week period ended March 30, 2024. The increase in amortization expense of $10 million was primarily due to the amortization expense recognized on intangible assets from the fiscal 2024 acquisitions.
Current wording
•Amortization of Intangible Assets. Amortization of intangible assets was $51 million for the thirteen week period ended June 28, 2025 compared to $38 million for the thirteen week period ended June 29, 2024. The increase in amortization expense of $13 million was primarily due to the amortization expense recognized on intangible assets from the fiscal 2024 acquisitions.
Previous wording
•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and caps designated and qualifying as cash flow hedges. Interest expense-net increased $130 million, or 20.8%, to $756 million for the twenty-six week period ended March 29, 2025 from $626 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 $37 million decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% for the twenty-six week period ended March 29, 2025 compared to 6.3% for the twenty-six week period ended March 30, 2024.
Current wording
•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and caps designated and qualifying as cash flow hedges. Interest expense-net increased $81 million, or 25.6%, to $397 million for the thirteen week period ended June 28, 2025 from $316 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 and a $25 million decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% for the thirteen week periods ended June 28, 2025 and June 29, 2024.
Previous wording
•Refinancing Costs. No refinancing costs were incurred for the thirteen week period ended March 29, 2025. Refinancing costs of $28 million incurred for the thirteen week period ended March 30, 2024 were primarily related to the write-off of unamortized debt issuance costs recorded in conjunction with the redemption of the 6.25% secured notes due 2026 (“2026 Secured Notes”), which was completed during the thirteen week period ended March 30, 2024.
Current wording
•Refinancing Costs. Refinancing costs of $7 million incurred for the thirteen week period ended June 28, 2025 were primarily related to the write-off of unamortized debt issuance costs recorded in conjunction with the redemption of the 5.50% subordinated notes due 2027 (“5.50% 2027 Notes”), which was completed during the thirteen week period ended June 28, 2025. Refinancing costs of $30 million incurred for the thirteen week period ended June 29, 2024 were primarily related to the write-off of unamortized debt issuance costs recorded in conjunction with the redemption of the 6.25% secured notes due 2026 (“2026 Secured Notes”), which was completed during the thirteen week period ended June 29, 2024.
Previous wording
•Other Income. Other income was $9 million for the thirteen week period ended March 29, 2025 compared to $6 million for the thirteen week period ended March 30, 2024. Other income for the thirteen week period ended March 29, 2025 primarily related to royalty and other income and the non-service related components of benefit costs on the Company's benefit plans. Other income for the thirteen week period ended March 30, 2024 primarily related to royalty and other income and the non-service related components of benefit costs on the Company's benefit plans.
Current wording
•Other Income. Other income of less than $1 million was recorded for the thirteen week period ended June 28, 2025, which primarily related to royalty and other income and the non-service related components of benefit costs on the Company's benefit plans. Other income of $14 million was recorded for the thirteen week period ended June 29, 2024, which primarily related to royalty and other income and the non-service related components of benefit costs on the Company's benefit plans.
Previous wording
•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 23.0% for the thirteen week period ended March 29, 2025 compared to 22.2% for the thirteen week period ended March 30, 2024. The Company’s higher effective tax rate for the thirteen week period ended March 29, 2025 was primarily due to a less significant discrete benefit associated with share-based payments compared to the prior period.
Current wording
•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 22.4% for the thirteen week period ended June 28, 2025 compared to 23.4% for the thirteen week period ended June 29, 2024. The Company’s lower effective tax rate for the thirteen week period ended June 28, 2025 was primarily due to a more significant discrete benefit associated with share-based payments along with a less significant increase in the valuation allowance applicable to the Company's net interest deduction limitation compared to the prior period.
Previous wording
•Net Income Attributable to TD Group. Net income attributable to TD Group increased $76 million, or 18.9%, to $479 million for the thirteen week period ended March 29, 2025 compared to net income attributable to TD Group of $403 million for the thirteen week period ended March 30, 2024, primarily as a result of the factors referenced above.
Current wording
•Net Income Attributable to TD Group. Net income attributable to TD Group increased $31 million, or 6.7%, to $492 million for the thirteen week period ended June 28, 2025 compared to net income attributable to TD Group of $461 million for the thirteen week period ended June 29, 2024, primarily as a result of the factors referenced above.
Previous wording
•Earnings per Share. Basic and diluted earnings per share was $8.24 for the thirteen week period ended March 29, 2025 and $6.97 for the thirteen week period ended March 30, 2024.
Current wording
•Earnings per Share. Basic and diluted earnings per share was $8.47 for the thirteen week period ended June 28, 2025 and $7.96 for the thirteen week period ended June 29, 2024.
Previous wording
Acquisition sales for the Power & Control and Airframe segments contributed approximately $99 million in the aggregate to the increase in net sales. Acquisition sales represent net sales from acquired businesses for the period up to one year from the respective acquisition date.
Current wording
Acquisition sales for the Power & Control and Airframe segments contributed approximately $62 million in the aggregate to the increase in net sales. Acquisition sales represent net sales from acquired businesses for the period up to one year from the respective acquisition date.
Previous wording
EBITDA As Defined for the Power & Control segment increased approximately $113 million, an increase of 21.6%, resulting primarily from the higher organic sales in commercial aftermarket and defense. Also contributing to the increase in EBITDA As Defined was the application of our three core value-driven operating strategy and positive leverage on our fixed overhead costs spread over a higher production volume.
Current wording
EBITDA As Defined for the Power & Control segment increased approximately $55 million, an increase of 9.3%, resulting primarily from the higher organic sales in commercial aftermarket and defense. Also contributing to the increase in EBITDA As Defined was the application of our three core value-driven operating strategy and positive leverage on our fixed overhead costs spread over a higher production volume.
Previous wording
EBITDA As Defined from acquisitions for the Power & Control and Airframe segments contributed approximately $27 million in the aggregate to the increase in EBITDA as Defined. EBITDA As Defined from acquisitions represents EBITDA As Defined from acquired businesses for the period up to one year from the respective acquisition date.
Current wording
EBITDA As Defined from acquisitions for the Power & Control and Airframe segments, in the aggregate, was not material to the increase in EBITDA as Defined. EBITDA As Defined from acquisitions represents EBITDA As Defined from acquired businesses for the period up to one year from the respective acquisition date.
Previous wording
Twenty-six week period ended March 29, 2025 compared with the twenty-six week period ended March 30, 2024
Current wording
Thirty-nine week period ended June 28, 2025 compared with the thirty-nine week period ended June 29, 2024
Previous wording
•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the twenty-six week periods ended March 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the thirty-nine week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
Previous wording
The increase in organic sales of $251 million for the twenty-six week period ended March 29, 2025 compared to the twenty-six week period ended March 30, 2024 is primarily related to increases in defense sales ($149 million, an increase of 10.6%) and commercial aftermarket sales ($134 million, an increase of 11.6%), partially offset by a decrease in commercial OEM sales ($17 million, a decrease of 2.1%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft. The decrease in commercial OEM sales is primarily attributable to the adverse impact on aircraft production from the Boeing machinist strike.
Current wording
The increase in organic sales of $380 million for the thirty-nine week period ended June 28, 2025 compared to the thirty-nine week period ended June 29, 2024 is primarily related to increases in defense sales ($271 million, an increase of 12.3%) and commercial aftermarket sales ($168 million, an increase of 9.5%), partially offset by a decrease in commercial OEM sales ($50 million, a decrease of 3.9%). The increase in defense sales is primarily attributable to continued improving U.S. Government defense spend outlays. The increase in commercial aftermarket sales is primarily attributable to the strong demand for air travel resulting in higher flight hours and utilization of aircraft. The decrease in commercial OEM sales is primarily attributable to the prolonged supply chain and labor challenges being encountered by aircraft manufacturers and resulting production delays of new aircraft.
Previous wording
The increase in acquisition sales for the twenty-six week period ended March 29, 2025 is primarily attributable to the fiscal 2024 acquisitions of Raptor Scientific, CPI's Electron Device Business, SEI and FPT.
Current wording
The increase in acquisition sales for the thirty-nine week period ended June 28, 2025 is primarily attributable to the fiscal 2024 acquisitions of Raptor Scientific, CPI's Electron Device Business, SEI and FPT Industries LLC (“FPT”).
Previous wording
•Cost of Sales and Gross Profit. Cost of sales increased by $132 million, or 8.7%, to $1,647 million for the twenty-six week period ended March 29, 2025 compared to $1,515 million for the twenty-six week period ended March 30, 2024. Cost of sales and the related percentage of net sales for the twenty-six week periods ended March 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•Cost of Sales and Gross Profit. Cost of sales increased by $212 million, or 9.1%, to $2,553 million for the thirty-nine week period ended June 28, 2025 compared to $2,341 million for the thirty-nine week period ended June 29, 2024. Cost of sales and the related percentage of net sales for the thirty-nine week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
Previous wording
Cost of sales during the twenty-six week period ended March 29, 2025 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 incurred being spread over a higher production volume. Foreign exchange rates, particularly the U.S. dollar compared to the British pound and the euro, strengthened in the first half of fiscal 2025 compared to fiscal 2024, resulting in foreign currency gains recognized in the first half of fiscal 2025.
Current wording
Cost of sales during the thirty-nine week period ended June 28, 2025 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 incurred being spread over a higher production volume.
Previous wording
•Selling and Administrative Expenses. Selling and administrative expenses increased by $20 million to $447 million, or 10.8% of net sales, for the twenty-six week period ended March 29, 2025 from $467 million, or 12.6% of net sales, for the twenty-six week period ended March 30, 2024. Selling and administrative expenses and the related percentage of net sales for the twenty-six week periods ended March 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•Selling and Administrative Expenses. Selling and administrative expenses decreased by $26 million to $689 million, or 10.8% of net sales, for the thirty-nine week period ended June 28, 2025 from $715 million, or 12.4% of net sales, for the thirty-nine week period ended June 29, 2024. Selling and administrative expenses and the related percentage of net sales for the thirty-nine week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
Previous wording
Selling administrative expenses as a percentage of net sales for the twenty-six week period ended March 29, 2025 decreased compared to the twenty-six week period ended March 30, 2024 primarily due to the decrease in non-cash stock and deferred compensation expense. The decrease in non-cash stock and deferred compensation expense is primarily attributable to the appreciation of the stock price at a higher rate during the first half of fiscal 2024 compared to the first half of fiscal 2025, as the stock price is a key input used to determine the Black-Scholes fair value for the non-cash stock compensation expense, and lower deferred compensation expense.
Current wording
Selling and administrative expenses as a percentage of net sales for the thirty-nine week period ended June 28, 2025 decreased compared to the thirty-nine week period ended June 29, 2024 primarily due to the decrease in non-cash stock and deferred compensation expense and acquisition-transaction related expenses. The decrease in non-cash stock and deferred compensation expense is primarily attributable to the appreciation of the stock price at a higher rate during the first nine months of fiscal 2024 compared to the first nine months of fiscal 2025, as the stock price is a key input used to determine the Black-Scholes fair value for the non-cash stock compensation expense, and lower deferred compensation expense. Acquisition transaction-related expenses decreased due to a lower volume of business combinations completed year-to-date compared to fiscal 2024.
Previous wording
•Amortization of Intangible Assets. Amortization of intangible assets was $97 million for the twenty-six week period ended March 29, 2025 compared to $72 million for the twenty-six week period ended March 30, 2024. The increase in amortization expense of $25 million was primarily due to the amortization expense recognized on intangible assets from the fiscal 2024 acquisitions.
Current wording
•Amortization of Intangible Assets. Amortization of intangible assets was $148 million for the thirty-nine week period ended June 28, 2025 compared to $110 million for the thirty-nine week period ended June 29, 2024. The increase in amortization expense of $38 million was primarily due to the amortization expense recognized on intangible assets from the fiscal 2024 acquisitions.
Previous wording
•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and caps designated and qualifying as cash flow hedges. Interest expense-net increased $52 million, or 16.0%, to $378 million for the thirteen week period ended March 29, 2025 from $326 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 and a $27 million decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.1% for the thirteen week period ended March 29, 2025 compared to 6.3% for the thirteen week period ended March 30, 2024.
Current wording
•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs and original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and caps designated and qualifying as cash flow hedges. Interest expense-net increased $209 million, or 22.2%, to $1,152 million for the thirty-nine week period ended June 28, 2025 from $943 million for the comparable thirty-nine week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings and a $62 million decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% for the thirty-nine week period ended June 28, 2025 compared to 6.1% for the thirty-nine week period ended June 29, 2024.
Previous wording
•Refinancing Costs. No refinancing costs were incurred for the twenty-six week period ended March 29, 2025. Refinancing costs of $28 million incurred for the twenty-six week period ended March 30, 2024 were primarily related to the write-off of unamortized debt issuance costs recorded in conjunction with the redemption of the 2026 Secured Notes, which was completed during the twenty-six week period ended March 30, 2024.
Current wording
•Refinancing Costs. Refinancing costs of $7 million incurred for the thirty-nine week period ended June 28, 2025 were primarily related to the write-off of unamortized debt issuance costs recorded in conjunction with the redemption of the 5.50% 2027 Notes. Refinancing costs of $59 million incurred for the thirty-nine week period ended June 29, 2024 were primarily related to the write-off of unamortized debt issuance costs recorded in conjunction with the redemption of the 2026 Secured Notes.
Previous wording
•Other Income. Other income was $32 million for the twenty-six week period ended March 29, 2025 compared to $8 million recorded for the twenty-six week period ended March 30, 2024. Other income for the twenty-six week period ended March 29, 2025 primarily related to a gain on sale of business, royalty and other income and the non-service related components of benefit costs on the Company's benefit plans. Other income for the twenty-six week period ended March 30, 2024 primarily related to royalty and other income and the non-service related components of benefit costs on the Company's benefit plans.
Current wording
•Other Income. Other income was $31 million for the thirty-nine week period ended June 28, 2025 compared to $24 million recorded for the thirty-nine week period ended June 29, 2024. Other income for the thirty-nine week period ended June 28, 2025 primarily related to a gain on sale of business, royalty and other income and the non-service related components of benefit costs on the Company's benefit plans. Other income for the thirty-nine week period ended June 29, 2024 primarily related to royalty and other income and the non-service related components of benefit costs on the Company's benefit plans.
Previous wording
•Net Income Attributable to TD Group. Net income attributable to TD Group increased $187 million, or 23.8%, to $972 million for the twenty-six week period ended March 29, 2025 compared to net income attributable to TD Group of $785 million for the twenty-six week period ended March 30, 2024, primarily as a result of the factors referenced above.
Current wording
•Net Income Attributable to TD Group. Net income attributable to TD Group increased $218 million, or 17.5%, to $1,464 million for the thirty-nine week period ended June 28, 2025 compared to net income attributable to TD Group of $1,246 million for the thirty-nine week period ended June 29, 2024, primarily as a result of the factors referenced above.
Previous wording
•Earnings per Share. Basic and diluted earnings per share was $15.86 for the twenty-six week period ended March 29, 2025 and $11.83 for the twenty-six week period ended March 30, 2024. 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. Net income attributable to TD Group for the twenty-six week period ended March 30, 2024 of $785 million was decreased by dividend equivalent payments of $101 million, or $1.75 per share, resulting in net income applicable to TD Group common stockholders of $684 million.
Current wording
•Earnings per Share. Basic and diluted earnings per share was $24.31 for the thirty-nine week period ended June 28, 2025 and $19.81 for the thirty-nine week period ended June 29, 2024. Net income attributable to TD Group for the thirty-nine week period ended June 28, 2025 of $1,464 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 $1,415 million. Net income attributable to TD Group for the thirty-nine week period ended June 29, 2024 of $1,246 million was decreased by dividend equivalent payments of $101 million, or $1.75 per share, resulting in net income applicable to TD Group common stockholders of $1,145 million.
Previous wording
•Segment Net Sales. Net sales by segment for the twenty-six week periods ended March 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•Segment Net Sales. Net sales by segment for the thirty-nine week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
Previous wording
Acquisition sales for the Power & Control and Airframe segments contributed approximately $197 million in aggregate to the increase in net sales. Acquisition sales represent net sales from acquired businesses for the period up to one year from the respective acquisition date.
Current wording
Acquisition sales for the Power & Control and Airframe segments contributed approximately $260 million in aggregate to the increase in net sales. Acquisition sales represent net sales from acquired businesses for the period up to one year from the respective acquisition date.
Previous wording
The change in Non-aviation net sales compared to the twenty-six week period in the prior fiscal year was not material.
Current wording
The change in Non-aviation net sales compared to the thirty-nine week period in the prior fiscal year was not material.
Previous wording
•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 29, 2025 and March 30, 2024 were as follows (amounts in millions):
Current wording
•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 thirty-nine week periods ended June 28, 2025 and June 29, 2024 were as follows (amounts in millions):
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
•On July 11, 2025, the Company amended its trade receivable securitization facility (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. Prior to the amendment, the Securitization Facility was fully drawn.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the first quarter of fiscal 2025, the Company repurchased 252,800 shares of common stock at an average price of $1,248.65 per share for a total amount of $316 million. During the second quarter of fiscal 2025, the Company repurchased 42,669 shares of common stock at an average price of $1,249.52 per share for a total amount of $53 million.