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TransDigm Group INC

For the period ended Mar 28, 2026. Filed May 5, 2026.

View on SEC.gov

About 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.

Mar 28, 2026 · Filed May 5, 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 filing

Previous 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 OPERATIONS

Current report: 10-Q

Period ended 2026-03-28; filed 2026-05-05.

0001260221-26-000040

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The 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 117 previous paragraphs and 146 current paragraphs.

77 unchanged; 37 reworded; 15 added; 2 removed; 1 previous and 17 current paragraphs rearranged.

Tables are not compared: 16 previous and 22 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 (15)

Current report

The ongoing conflict in the Middle East could lead to significant disruption of global energy supplies and increases in global energy prices, adversely affect global supply chains, heighten inflationary pressures and adversely affect commercial air travel. To date, we have not seen a significant change in commercial aftermarket ordering activity relative to levels prior to the start of the conflict. We are continuing to monitor the evolving macroeconomic environment, however at this time we do not expect these factors to result in a material adverse effect on our business, financial condition and results of operations.

Current report

Selling and administrative expenses as a percentage of net sales for the thirteen week period ended March 28, 2026 decreased as a percentage of net sales primarily due to the decrease in non-cash stock and deferred compensation expense; partially offset by the impact of higher net sales, higher research and development and general and administrative expenses.

Current report

Twenty-six week period ended March 28, 2026 compared with the twenty-six week period ended March 29, 2025

Current report

The increase in organic sales of $386 million for the twenty-six week period ended March 28, 2026 compared to the twenty-six week period ended March 29, 2025 is related to increases in defense, commercial aftermarket and commercial OEM sales.

Current report

•Cost of Sales and Gross Profit. Cost of sales increased by $318 million, or 19.3%, to $1,965 million for the twenty-six week period ended March 28, 2026 compared to $1,647 million for the twenty-six week period ended March 29, 2025. Cost of sales and the related percentage of net sales for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current report

•Selling and Administrative Expenses. Selling and administrative expenses increased by $80 million to $527 million for the twenty-six week period ended March 28, 2026. The related percentage of net sales for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current report

Selling and administrative expenses as a percentage of net sales for the twenty-six week period ended March 28, 2026 increased as a percentage of net sales, compared to the twenty-six week period ended March 29, 2025 due to the impact of higher net sales, the recent acquisitions and higher research and development and general and administrative expenses. This was partially offset by lower non-cash stock and deferred compensation expense.

Current report

•On February 13, 2026, the Company completed $2,000 million in new debt issuances. The new debt was comprised of $1,200 million in aggregate principal amount of senior subordinated notes due 2034 at an issue price of 100% that bear interest at a rate of 6.125% (the “Initial 6.125% 2034 Notes”) and $800 million of Tranche N term loans (the “Initial Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%. Original issue discount of 0.25%, or $1 million, was paid to the lenders of the Initial Tranche N term loans. The net proceeds from the February 13, 2026 new debt issuances were used, along with cash on hand, to fund the purchase price of the acquisition of JPE and VSA and for related transaction fees and expenses.

Current report

•On April 17, 2026, the Company completed $1,500 million in new debt issuances. The new debt was comprised of $500 million in aggregate principal amount of additional senior subordinated notes due 2034 at an issue price of 100.375%, or a premium of approximately $2 million, that bear interest at a rate of 6.125% (the “New 6.125% 2034 Notes”) and $1,000 million in new Tranche N term loans (the “New Tranche N term loans”) that bear interest at a rate of Term SOFR plus 2.50%. Original issue discount of 0.25%, or approximately $1 million, was paid to the lenders of the New Tranche N term loans. The net proceeds from the April 17, 2026 new debt issuances are intended to be used, along with cash on hand, to fund the purchase price of the expected acquisition of Stellant and for general corporate purposes, including replenishment on our balance sheet of a portion of the cash used to fund the common stock repurchases (as further described below) and for related transaction fees and expenses.

Current report

(3)Subsequent to the quarter ended March 28, 2026, the Company issued an additional $500 million of 6.125% 2034 Notes. Refer to Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for further disclosure.
Removed paragraphs (2)

Previous 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.
Reworded paragraphs (37)

Previous 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.

Current wording

For the second quarter of fiscal 2026, we generated net sales of $2,544 million and net income attributable to TD Group of $535 million. EBITDA As Defined was $1,337 million, or 52.6% of net sales. Refer to the “Non-GAAP Financial Measures” section for certain information regarding EBITDA and EBITDA As Defined, including reconciliations of EBITDA and EBITDA As Defined to net income and net cash provided by operating activities.

Previous wording

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 wording

For the first half of fiscal 2026, demand for air travel remained strong both domestically and internationally. Commercial aftermarket sales increased in the first half of fiscal 2026 compared to fiscal 2025 primarily due to the overall demand for air travel - both domestic and international. Passenger load factors remain strong.

Previous 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.

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 half of fiscal 2026 shipments were a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus. Airline demand for new aircraft remains high and the OEMs continue to increase aircraft production. Commercial OEM sales increased in the first half of fiscal 2026 compared to fiscal 2025 partially due to the prior year Boeing union strike adversely impacting fiscal 2025 OEM sales, as well as overall increases beginning in the latter half of fiscal 2025 and thus far in fiscal 2026 in aircraft production and deliveries by the OEMs.

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 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.

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 half 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 equivalents of $59 million and $49 million for the thirteen week periods ended December 27, 2025 and December 28, 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 $59 million and $49 million for the twenty-six week periods ended March 28, 2026 and March 29, 2025, respectively.

Previous wording

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 wording

The increase in organic sales of $238 million for the thirteen week period ended March 28, 2026 compared to the thirteen week period ended March 29, 2025 is related to increases in defense, commercial aftermarket and commercial OEM sales.

Previous 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):

Current wording

•Cost of Sales and Gross Profit. Cost of sales increased by $157 million, or 17.9%, to $1,033 million for the thirteen week period ended March 28, 2026 compared to $876 million for the thirteen week period ended March 29, 2025. Cost of sales and the related percentage of net sales for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Previous 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):

Current wording

•Selling and Administrative Expenses. Selling and administrative expenses increased by $37 million to $273 million for the thirteen week period ended March 28, 2026. The related percentage of net sales for the thirteen week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Previous 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.

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 $106 million, or 28.0%, to $484 million for the thirteen week period ended March 28, 2026 from $378 million for the comparable thirteen week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.2% and 6.1% for the thirteen week periods ended March 28, 2026 and March 29, 2025, respectively.

Previous 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.

Current wording

•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 23.4% for the thirteen week period ended March 28, 2026 compared to 23.0% for the thirteen week period ended March 29, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.

Previous wording

Net sales for the Power & Control segment increased $197 million primarily from increases in organic sales in defense, commercial OEM and commercial aftermarket.

Current wording

Net sales for the Power & Control segment increased $258 million primarily from increases in sales in defense, commercial aftermarket and commercial OEM.

Previous wording

Net sales for the Airframe segment increased $75 million primarily from increases in organic sales in commercial OEM, commercial aftermarket and defense.

Current wording

Net sales for the Airframe segment increased $131 million primarily from increases in sales in commercial aftermarket, defense and commercial OEM.

Previous wording

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 wording

EBITDA As Defined for the Power & Control and Airframe segments increased $98 million and $84 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

Previous 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.

Current wording

Cost of sales during the twenty-six week period ended March 28, 2026 increased as a percentage of net sales. This was primarily driven by the dilutive impact of the recent acquisitions. Excluding the dilutive impact from these acquisitions, cost of sales as a percentage of net sales decreased due to the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume.

Previous 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.

Current wording

•Earnings per Share. Basic and diluted earnings per share was $15.82 for the twenty-six week period ended March 28, 2026 and $15.86 for the twenty-six week period ended March 29, 2025. Net income attributable to TD Group for the twenty-six week period ended March 28, 2026 of $980 million was decreased by dividend equivalent payments of $59 million, or $1.02 per share, resulting in net income applicable to TD Group common stockholders of $921 million. Net income attributable to TD Group for the twenty-six week period ended March 29, 2025 of $972 million was decreased by dividend equivalent payments of $49 million, or $0.83 per share, resulting in net income applicable to TD Group common stockholders of $923 million.

Previous wording

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 wording

•On October 6, 2025, the Company completed the acquisition of all the outstanding stock of Simmonds for approximately $757 million in cash. The acquisition was financed using cash on hand.

Previous 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.

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. The acquisition is subject to regulatory approvals in the United States and customary closing conditions. The acquisition is expected to be financed using cash on hand as well as the net proceeds from the debt issuances completed in April 2026 (as further described below).

Previous wording

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 wording

•On April 7, 2026, the Company completed the acquisition of Jet Parts Engineering (“JPE”) and Victor Sierra Aviation Holdings (“VSA”) for approximately $2.2 billion in cash. The definitive agreement to acquire JPE and VSA from Vance Street Capital was entered into on January 13, 2026. The acquisition was financed using cash on hand and the net proceeds from the debt offerings completed in February 2026 (as further described below).

Previous wording

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 wording

•During the first half of fiscal 2026, the Company completed several acquisitions consisting of substantially all of the assets and technical data rights of certain product lines or all the outstanding stock of certain businesses (collectively, referred to herein as the “Other Acquisitions”), each meeting the definition of a business, for a total aggregate purchase price of $243 million in cash. Each of the acquisitions was financed using cash on hand.

Previous 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.

Current wording

•In April 2026, the Company repurchased 66,537 shares of common stock at an average price of $1,138.88 per share for a total amount of $76 million. Whether the Company undertakes additional stock repurchases or other aforementioned activities will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors.

Previous 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.

Current wording

Operating Activities. The Company generated $967 million of net cash from operating activities during the twenty-six week period ended March 28, 2026 compared to $900 million during the twenty-six week period ended March 29, 2025.

Previous 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.

Current wording

The change in accounts receivable during the twenty-six week period ended March 28, 2026 was a use of cash of $65 million compared to a use of cash of $66 million during the twenty-six week period ended March 29, 2025. The change is primarily attributable to the timing of cash receipts. The Company actively manages its accounts receivable, the related agings and collection efforts.

Previous 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.

Current wording

The change in inventories during the twenty-six week period ended March 28, 2026 was a use of cash of $145 million compared to a use of cash of $116 million during the twenty-six week period ended March 29, 2025. The increase is due to an increase in raw materials to support the fiscal 2026 sales demand. The Company manages inventory levels in support of customer needs.

Previous 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.

Current wording

The change in accounts payable during the twenty-six week period ended March 28, 2026 was a source of cash of $15 million compared to a use of cash of $2 million during the twenty-six week period ended March 29, 2025. The change is due to the timing of payments to suppliers.

Previous wording

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.

Current wording

Investing Activities. Net cash used in investing activities was $1,137 million during the twenty-six week period ended March 28, 2026, consisting primarily of the acquisition of Simmonds and other acquisitions of businesses completed during the first half of fiscal 2026 aggregating to $1,000 million, capital expenditures of $131 million and other investing transactions outflows of $6 million.

Previous 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.

Current wording

Net cash used in investing activities was $191 million during the twenty-six week period ended March 29, 2025, consisting primarily of other acquisitions of businesses completed during the first half of fiscal 2025 aggregating to $140 million and capital expenditures of $98 million; partially offset by other investing transactions inflows of $47 million.

Previous 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.

Current wording

Financing Activities. Net cash provided by financing activities was $1,249 million during the twenty-six week period ended March 28, 2026. The source of cash was primarily attributable to the net proceeds from the February 2026 new debt issuances, including fees, of $1,980 million plus proceeds from stock option exercises of $83 million; partially offset by repurchases of common stock of $721 million, dividend equivalent payments of $59 million, and repayments on term loans plus other financing costs aggregating to $34 million.

Previous 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.

Current wording

Net cash used in financing activities was $4,540 million during the twenty-six week period ended March 29, 2025. The use of cash was primarily attributable to dividend and dividend equivalent payments of $4,396 million, repurchases of common stock of $369 million and repayments on term loans plus other financing costs aggregating to $27 million; partially offset by an additional draw from the trade receivable securitization facility, including fees, of $163 million and proceeds from stock option exercises of $89 million.

Previous 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.

Current wording

TransDigm has $11,896 million in fully drawn term loans (the “Term Loans Facility”) as of March 28, 2026 and a $910 million revolving credit facility. The Term Loans Facility consists of five tranches of term loans with maturity dates ranging from March 22, 2030 to February 13, 2033, and requires quarterly aggregate principal payments of $30 million. Subsequent to the quarter ended March 28, 2026, the Company issued an additional $1,000 million in Tranche N term loans, increasing the quarterly aggregate principal payments to $32 million. Refer to Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein for further disclosure.

Previous 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.

Current wording

The revolving commitments consist of two tranches which include up to $139 million of multicurrency revolving commitments. At March 28, 2026, the Company had $49 million in letters of credit outstanding and $861 million in borrowings available under the revolving commitments. Draws on the revolving commitments are subject to an interest rate of 2.25%. The unused portion of the revolving commitments is subject to a fee of 0.50% per annum. The maturity date of the revolving credit facility is February 27, 2029.

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 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.

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, 6.750% 2034 Notes and the Initial 6.125% 2034 Notes are guaranteed, on a senior subordinated basis, by TransDigm Group and each of TransDigm Inc.’s direct and indirect restricted subsidiaries that is a borrower or guarantor under TransDigm’s senior secured credit facilities or that issues or guarantees any capital markets indebtedness of TransDigm or any of the guarantors in an aggregate principal amount of at least $200 million. The table set forth in Exhibit 22.1 filed with this Form 10-Q details the primary obligors and guarantors. The guarantees of the Subordinated Notes are subordinated to all of the guarantors’ existing and future senior debt, rank equally with all of their existing and future senior subordinated debt and rank senior to all of their future debt that is expressly subordinated to the guarantees of the Subordinated Notes. The Subordinated Notes are structurally subordinated to all of the liabilities of TransDigm Group’s non-guarantor subsidiaries.

Previous 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.

Current 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.

Previous wording

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.

Current wording

As of March 28, 2026, the Securitization Facility was fully drawn and the applicable interest rate was 5.03%. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.

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 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.

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 twenty-six week period ended March 28, 2026, other than the debt financing activities disclosed in Note 8, “Debt,” in the notes to the condensed consolidated financial statements included herein, there were no material changes to these obligations as reported in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Previous wording

No dividends were declared in the thirteen week period ended December 27, 2025. Dividend equivalent payments are made during the Company's first fiscal quarter each year and also upon payment of any dividends declared. Total dividend equivalent payments in the first quarter of fiscal 2026 were approximately $59 million.

Current wording

No dividends were declared in the twenty-six week period ended March 28, 2026. Dividend equivalent payments are made during the Company's first fiscal quarter each year and also upon payment of any dividends declared. Total dividend equivalent payments in the first quarter of fiscal 2026 were approximately $59 million.

Previous wording

The Company utilizes letters of credit to back certain payment and performance obligations. Letters of credit are subject to limits based on amounts outstanding under the Company’s revolving credit facility. As of December 27, 2025, the Company had $51 million in letters of credit outstanding.

Current wording

The Company utilizes letters of credit to back certain payment and performance obligations. Letters of credit are subject to limits based on amounts outstanding under the Company’s revolving credit facility. As of March 28, 2026, the Company had $49 million in letters of credit outstanding.
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Current report — wording carried from 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 March 28, 2026 and March 29, 2025.

Current report — wording carried from 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. Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated using unrounded numbers.

Current report — wording carried from 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.

Current report — wording carried from elsewhere

Cost of sales during the thirteen week period ended March 28, 2026 decreased as a percentage of net sales. This was primarily driven by the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers) coupled with fixed overhead costs spread over a higher production volume; partially offset by the dilutive impact of the recent acquisitions.

Current report — wording carried from elsewhere

•Earnings per Share. Basic and diluted earnings per share was $9.20 for the thirteen week period ended March 28, 2026 and $8.24 for the thirteen week period ended March 29, 2025.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

•Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current report — wording carried from 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.

Current report — wording carried from elsewhere

•Interest Expense-net. Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount, revolving credit facility fees, finance leases, interest income and the impact of interest rate swaps and collars designated and qualifying as cash flow hedges. Interest expense-net increased $203 million, or 26.9%, to $959 million for the twenty-six week period ended March 28, 2026 from $756 million for the comparable twenty-six week period in the prior fiscal year. The increase in interest expense-net was primarily due to an increase in outstanding borrowings and a decrease in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.3% and 6.2% for the twenty-six week period ended March 28, 2026 and March 29, 2025, respectively.

Current report — wording carried from elsewhere

•Income Tax Provision. Income tax expense as a percentage of income before income taxes was approximately 22.9% for the twenty-six week period ended March 28, 2026 compared to 21.7% for the twenty-six week period ended March 29, 2025. Refer to Note 9, “Income Taxes”, in the notes to the condensed consolidated financial statements included herein for additional information.

Current report — wording carried from elsewhere

•Segment Net Sales. Net sales by segment for the twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current report — wording carried from elsewhere

Net sales for the Power & Control segment increased $456 million primarily from increases in sales in defense, commercial OEM and commercial aftermarket.

Current report — wording carried from elsewhere

Net sales for the Airframe segment increased $204 million primarily from increases in sales in commercial OEM, commercial aftermarket and defense.

Current report — wording carried from 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 twenty-six week periods ended March 28, 2026 and March 29, 2025 were as follows (amounts in millions):

Current report — wording carried from elsewhere

(1)Calculated as a percentage of consolidated net sales.

Current report — wording carried from elsewhere

EBITDA As Defined for the Power & Control and Airframe segments increased approximately $167 million and $118 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

Current report — wording carried from elsewhere

•For the twenty-six week period ended March 28, 2026, the Company repurchased, in aggregate, 687,282 shares of common stock at an average price of $1,206.68 per share for a total amount of $829 million, of which $108 million is accrued within accrued and other current liabilities as of March 28, 2026. The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders' deficit.
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Previous report — wording carried elsewhere

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.