TransDigm Group INC
For the period ended Dec 27, 2025. Filed Feb 3, 2026.
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.
Dec 27, 2025 · Filed Feb 3, 2026
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 2025-06-28; filed 2025-08-05.
0001260221-25-000051
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-12-27; filed 2026-02-03.
0001260221-26-000017
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 160 previous paragraphs and 117 current paragraphs.
59 unchanged; 42 reworded; 14 added; 48 removed; 11 previous and 2 current paragraphs rearranged.
Tables are not compared: 23 previous and 16 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 (14)
Current report
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.
Current report
For the thirteen week period ended December 27, 2025, demand for air travel remained strong both domestically and internationally. Commercial aftermarket sales increased in the first quarter of fiscal 2026 compared to fiscal 2025 primarily due to the overall demand for air travel, particularly international air traffic growth, which has outpaced domestic growth. Passenger load factors remain strong and have reached record levels in recent months in certain markets.
Current report
The increase in organic sales of $149 million for the thirteen week period ended December 27, 2025 compared to the thirteen week period ended December 28, 2024 is related to increases in defense, commercial OEM and commercial aftermarket sales.
Current report
The increase in selling and administrative expenses, both in total and as a percentage of net sales, compared to fiscal 2025 is primarily attributable to the impact of the recent acquisitions and higher general and administrative expenses.
Current report
Net sales for the Power & Control segment increased $197 million primarily from increases in organic sales in defense, commercial OEM and commercial aftermarket.
Current report
Net sales for the Airframe segment increased $75 million primarily from increases in organic sales in commercial OEM, commercial aftermarket and defense.
Current report
EBITDA As Defined for the Power & Control and Airframe segments increased $70 million and $34 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.
Current report
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.
Current report
The Company completed the acquisition of all the outstanding stock of Simmonds for approximately $757 million in cash. The acquisition was financed through existing cash on hand.
Current report
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 $151 million in cash. Each of the acquisitions was financed through existing cash on hand.
Current report
Subsequent Events
Current report
On January 13, 2026, the Company entered into a definitive agreement to acquire all the outstanding stock of Jet Parts Engineering (“JPE”) and Victor Sierra Aviation Holdings (“VSA”), portfolio companies of Vance Street Capital, for approximately $2.2 billion in cash.
Current report
These acquisitions are expected to be financed using existing cash on hand and additional debt capacity available. The acquisitions are subject to regulatory approvals in the United States and customary closing conditions.
Current report
Investing Activities. Net cash used in investing activities was $973 million during the thirteen week period ended December 27, 2025, consisting primarily of the acquisition of Simmonds and other acquisitions of businesses completed during the first quarter of fiscal 2026 aggregating to $907 million, capital expenditures of $60 million and other investing transactions outflows of $6 million.
Removed paragraphs (48)
Previous report
Our business is well diversified due to the broad range of products that we offer to our customers. Our major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electromechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, databus and power controls, cockpit security components and systems, specialized and advanced cockpit displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety restraints, engineered and customized interior surfaces and related components, advanced sensor products, switches and relay panels, thermal protection and insulation, lighting and control technology, parachutes, high performance hoists, winches and lifting devices, cargo loading, handling and delivery systems, specialized flight, wind tunnel and jet engine testing services and equipment, electronic components used in the generation, amplification, transmission and reception of microwave signals and equipment and complex testing and instrumentation solutions. Each of our product offerings is composed of many individual products that are typically customized to meet the needs of a particular aircraft platform or customer.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
•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 report
•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 report
•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 report
•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 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.
Previous 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.
Previous report
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 report
The change in Non-aviation net sales compared to the thirteen week period in the prior fiscal year was not material.
Previous report
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 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.
Previous report
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 report
The change in Non-aviation EBITDA As Defined compared to the thirteen week period in the prior fiscal year was not material.
Previous report
Corporate expenses consist primarily of compensation, benefits, professional services and other administrative costs incurred by the corporate offices. An immaterial amount of corporate expenses is allocated to the operating segments.
Previous report
Thirty-nine week period ended June 28, 2025 compared with the thirty-nine week period ended June 29, 2024
Previous report
Total Company
Previous report
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 report
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 report
•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 report
•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 report
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 report
•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 report
•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 report
•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 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.
Previous report
•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 report
Business Segments
Previous 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.
Previous 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.
Previous report
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 report
The change in Non-aviation net sales compared to the thirty-nine week period in the prior fiscal year was not material.
Previous report
EBITDA As Defined for the Power & Control segment increased approximately $242 million, an increase of 14.9%, resulting primarily from higher organic sales in defense and commercial aftermarket. 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 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.
Previous report
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.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Reworded paragraphs (42)
Previous wording
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 sustainability-related voluntary goals or 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.
Current wording
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.
Previous wording
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 we believe that 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.
Current wording
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.
Previous 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.
Current wording
For the first quarter of fiscal 2026, we generated net sales of $2,285 million and net income attributable to TD Group of $445 million. EBITDA As Defined was $1,197 million, or 52.4% 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
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.
Current wording
Our commercial transport original equipment manufacturer (“OEM”) shipments and revenues generally run ahead of aircraft delivery schedules. Consistent with prior years, our first quarter 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 quarter of fiscal 2026 compared to fiscal 2025 partially due to the prior year Boeing union strike adversely impacting first quarter 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.
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 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.
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 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 quarter of fiscal 2026 compared to fiscal 2025 primarily due to continued growth in defense spending in both domestic and international markets.
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 thirty-nine week periods ended June 28, 2025 and June 29, 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 equivalents of $59 million and $49 million for the thirteen week periods ended December 27, 2025 and December 28, 2024, respectively.
Previous wording
(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.
Current wording
(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.
Previous 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):
Current wording
•Cost of Sales and Gross Profit. Cost of sales increased by $162 million, or 21.0%, to $933 million for the thirteen week period ended December 27, 2025 compared to $771 million for the thirteen week period ended December 28, 2024. Cost of sales and the related percentage of net sales for the thirteen week periods ended December 27, 2025 and December 28, 2024 were as follows (amounts in millions):
Previous 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.
Current wording
Cost of sales during the thirteen week period ended December 27, 2025 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.
Previous 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):
Current wording
•Selling and Administrative Expenses. Selling and administrative expenses increased by $43 million to $254 million for the thirteen week period ended December 27, 2025. The related percentage of net sales for the thirteen week periods ended December 27, 2025 and December 28, 2024 were as follows (amounts in millions):
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 $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.
Current wording
•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 $97 million, or 25.7%, to $475 million for the thirteen week period ended December 27, 2025 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 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 thirteen week periods ended December 27, 2025 and December 28, 2024, respectively.
Previous 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.
Current wording
•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 22.2% for the thirteen week period ended December 27, 2025 compared to 20.4% for the thirteen week period ended December 28, 2024. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.
Previous 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.
Current wording
•Earnings per Share. Basic and diluted earnings per share was $6.62 for the thirteen week period ended December 27, 2025 and $7.62 for the thirteen week period ended December 28, 2024. Net income attributable to TD Group for the thirteen week period ended December 27, 2025 of $445 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 $386 million. Net income attributable to TD Group for the thirteen week period ended December 28, 2024 of $493 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 $444 million.
Previous wording
We have 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.
Current wording
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.
Previous wording
•For the thirty-nine week period ended June 28, 2025, the Company repurchased 401,036 shares of common stock at an average price of $1,246.71 per share for a total amount of $500 million. Whether the Company undertakes additional share repurchases or other aforementioned activities will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors.
Current wording
The Company repurchased 85,212 shares of common stock at an average price of $1,249.73 per share for a total amount of $106 million. The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders' deficit. Whether the Company undertakes additional share repurchases or other aforementioned activities will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors.
Previous wording
•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 wording
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.
Previous wording
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.
Current wording
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).
Previous wording
In connection with the continued 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), 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 credit agreement and market conditions.
Current wording
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.
Previous wording
Operating Activities. The Company generated $1,531 million of net cash from operating activities during the thirty-nine week period ended June 28, 2025 compared to $1,473 million during the thirty-nine week period ended June 29, 2024.
Current wording
Operating Activities. The Company generated $832 million of net cash from operating activities during the thirteen week period ended December 27, 2025 compared to $752 million during the thirteen week period ended December 28, 2024.
Previous wording
The change in accounts receivable during the thirty-nine week period ended June 28, 2025 was a use of cash of $126 million compared to a use of cash of $22 million during the thirty-nine week period ended June 29, 2024. The increase in the use of cash of $104 million is primarily attributable to the timing of cash receipts. The Company continues to actively manage its accounts receivable, the related agings and collection efforts.
Current wording
The change in accounts receivable during the thirteen week period ended December 27, 2025 was a source of cash of $94 million compared to a source of cash of $80 million during the thirteen week period ended December 28, 2024. The increase is primarily attributable to the timing of cash receipts. The Company actively manages its accounts receivable, the related agings and collection efforts.
Previous wording
The change in inventories during the thirty-nine week period ended June 28, 2025 was a use of cash of $167 million compared to a use of cash of $140 million during the thirty-nine week period ended June 29, 2024. The slight increase in the use of cash is due to an increase in raw materials to support the expected higher fourth quarter sales activity compared to prior year. The Company continues to actively and strategically manage inventory levels in response to the ongoing supply chain challenges.
Current wording
The change in inventories during the thirteen week period ended December 27, 2025 was a use of cash of $96 million compared to a use of cash of $72 million during the thirteen week period ended December 28, 2024. 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.
Previous wording
The change in accounts payable during the thirty-nine week period ended June 28, 2025 was a source of cash of $1 million compared to a use of cash of $9 million during the thirty-nine week period ended June 29, 2024. The change is due to the timing of payments to suppliers.
Current wording
The change in accounts payable during the thirteen week period ended December 27, 2025 was a use of cash of $25 million compared to a use of cash of $3 million during the thirteen week period ended December 28, 2024. The change is due to the timing of payments to suppliers.
Previous wording
Investing Activities. Net cash used in investing activities was $349 million during the thirty-nine week period ended June 28, 2025, consisting primarily of acquisitions of certain product lines completed during the first nine months of fiscal 2025 for $239 million and capital expenditures of $156 million; partially offset by other investing transactions inflows of $46 million.
Current wording
Net cash used in investing activities was $24 million during the thirteen week period ended December 28, 2024, consisting of capital expenditures of $42 million and other acquisitions of businesses completed during the first quarter of fiscal 2025 aggregating to $29 million; partially offset by by other investing transactions inflows of $47 million.
Previous wording
Net cash provided by financing activities was $152 million during the thirty-nine week period ended June 29, 2024. The source of cash was primarily attributable to the net proceeds of short-term and long-term debt transactions, including fees, of $2,004 million, plus proceeds from stock option exercises of $213 million; primarily offset by dividend and dividend equivalent payments of $2,038 million and principal payments on the term loans of $27 million.
Current wording
Financing Activities. Net cash used in financing activities was $141 million during the thirteen week period ended December 27, 2025. The use of cash was primarily attributable to repurchases of common stock of $106 million and dividend equivalent payments of $59 million; primarily offset by proceeds from stock option exercises of $29 million.
Previous wording
Financing Activities. Net cash used in financing activities was $4,669 million during the thirty-nine week period ended June 28, 2025. The use of cash was primarily attributable to dividend and dividend equivalent payments of $4,396 million, repurchases of common stock of $500 million and principal payments on the term loans of $44 million; primarily offset by proceeds from stock option exercises of $147 million and the net proceeds of short-term and long-term debt transactions, including fees, of $128 million.
Current wording
Net cash used in financing activities was $4,516 million during the thirteen week period ended December 28, 2024. The use of cash was primarily attributable to dividend and dividend equivalent payments of $4,396 million and repurchases of common stock of $316 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 $35 million.
Previous wording
As of June 28, 2025, TransDigm has $8,659 million in fully drawn term loans (the “Term Loans Facility”) and a $910 million revolving credit facility. The Term Loans Facility consists of four tranches of term loans as follows (aggregate principal amount disclosed is as of June 28, 2025):
Current wording
TransDigm has $11,124 million in fully drawn term loans (the “Term Loans Facility”) as of December 27, 2025 and a $910 million revolving credit facility. The Term Loans Facility consists of four tranches of term loans with maturity dates ranging from March 22, 2030 to August 19, 2032, and requires quarterly aggregate principal payments of $28 million. Due to the timing of the fiscal quarter ended December 27, 2025, no principal payments were made in the first quarter of fiscal 2026.
Previous wording
The Term Loans Facility requires quarterly aggregate principal payments of $22 million. The revolving commitments consist of two tranches which include up to $139 million of multicurrency revolving commitments. At June 28, 2025, the Company had $54 million in letters of credit outstanding and $856 million in borrowings available under the revolving commitments. Draws on the revolving commitments are subject to an interest rate of Term SOFR plus 2.25%. The unused portion of the revolving commitments is subject to a fee of 0.5% per annum. The maturity date of the revolving credit facility is February 27, 2029.
Current wording
The revolving commitments consist of two tranches which include up to $139 million of multicurrency revolving commitments. At December 27, 2025, the Company had $51 million in letters of credit outstanding and $859 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.
Previous wording
The interest rates per annum applicable to the Term Loans Facility under the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (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 swap, cap and collar agreements are used to hedge and offset, respectively, the variable interest rate portion of our debt.
Current wording
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.
Previous wording
The 4.625% 2029 Notes and the 4.875% 2029 Notes were issued at a price of 100.00% of the principal amount. The 6.375% 2033 Notes (which, along with the 4.625% 2029 Notes and the 4.875% 2029 Notes, are collectively referred to as the “Subordinated Notes”) were issued at a price of 99.225% of the principal amount. The 2030 Secured Notes, 2032 Secured Notes and 2033 Secured Notes (which, along with the 2028 Secured Notes, 2029 Secured Notes and 2031 Secured Notes, are collectively referred to as the “Secured Notes”) were issued at a price of 100.00% of its principal amount. The initial $1,000 million offering and the subsequent $1,100 million offering of the 6.75% senior secured notes due 2028 (collectively, the “2028 Secured Notes”) in the second quarter of fiscal 2023 were issued at a price of 100.00% and 99.00%, respectively, of their principal amount, resulting in gross proceeds of $2,089 million. The 2031 Secured Notes were issued at a price of 99.25% of its principal amount, resulting in gross proceeds of $993 million. The initial $2,200 million offering and subsequent $550 million offering of the 6.375% senior secured notes due 2029 (collectively, the “2029 Secured Notes”) were issued at a price of 100.00% and 99.75%, respectively, of their principal amount, resulting in gross proceeds of $2,749 million.
Current wording
(1)Collectively, referred to as the “Subordinated Notes” herein.
Previous wording
The Subordinated Notes and Secured Notes do not require principal payments prior to their maturity. Interest under the Subordinated Notes and Secured Notes are 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.
Current wording
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.
Previous wording
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 TD Group, TransDigm UK and TransDigm Inc.’s Domestic Restricted Subsidiaries (as defined in the applicable indentures). The 6.375% 2033 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 TD Group’s non-guarantor subsidiaries.
Current wording
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 and the 6.750% 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.
Previous wording
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 TD 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 and 2033 Secured Notes are guaranteed on a senior secured basis by TD 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 and 2033 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.
Current wording
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.
Previous wording
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 TD Group, TransDigm UK and all of TransDigm Inc.'s Domestic Restricted Subsidiaries. TD Group has no significant operations or assets separate from its investment in TransDigm Inc.
Current wording
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.
Previous wording
The financial information presented is that of TD 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 TD 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.
Current wording
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.
Previous wording
The Credit Agreement and the Indentures governing the 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.
Current wording
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.
Previous wording
If any such default occurs, the lenders under the Credit Agreement and the holders of the 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.
Current wording
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.
Previous wording
During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization Facility”). The Securitization Facility effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility is collateralized by substantially all of the Company’s 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.
Current wording
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.
Previous wording
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.
Current wording
On July 11, 2025 (fiscal 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.
Previous wording
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 thirty-nine week period ended June 28, 2025, other than the financing activities further described 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, 2024.
Current wording
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 thirteen week period ended December 27, 2025, 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.
Previous wording
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. In August 2022, all members of the Board of Directors at that time executed amendments to their option agreements resulting in the directors no longer receiving dividend equivalent payments in cash, but rather for dividends declared after June 1, 2022, dividends result in a reduction of strike price.
Current wording
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.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
(2)Collectively, referred to as the “Secured Notes” herein.
Current report — wording carried from elsewhere
As of December 27, 2025, the Securitization Facility was fully drawn and the applicable interest rate was 5.34%. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.
Rearranged previous paragraphs (11)
Previous report — wording carried elsewhere
(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 June 28, 2025 and June 29, 2024.
Previous report — wording carried elsewhere
(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.
Previous report — wording carried elsewhere
(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.
Previous report — wording carried elsewhere
•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 report — wording carried elsewhere
•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 report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
•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 report — wording carried elsewhere
•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 report — wording carried elsewhere
•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):
Previous report — wording carried elsewhere
(1)Calculated as a percentage of consolidated net sales.
Previous report — wording carried 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.