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What changed in TransDigm Group's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of TransDigm Group's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+257 added385 removedSource: 10-K (2025-11-12) vs 10-K (2024-11-07)

Top changes in TransDigm Group's 2025 10-K

257 paragraphs added · 385 removed · 204 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeManagement believes that our manufacturing systems and equipment contribute to our ability to compete by permitting us to meet the rigorous tolerances and cost sensitive price structure of aircraft component customers. We attempt to differentiate ourselves from our competitors by producing highly engineered products with high quality, reliability and timely delivery.
Biggest changeWe attempt to differentiate ourselves from our competitors by producing highly engineered products with high quality, reliability and timely delivery. Our proprietary products, and particularly our new product initiatives, are designed by our engineers and are intended to serve the needs of the aircraft component industry.
Benefits We are proud to offer attractive benefits packages that attract, retain, motivate and reward our talent, and we are committed to providing our employees and their families with programs that support their health and overall well-being. To empower our employees financially, we provide retirement savings plans and opportunities for tax-free savings through flexible spending accounts and health savings accounts.
We offer attractive benefits packages that attract, retain, motivate and reward our talent, and we are committed to providing our employees and their families with programs that support their health and overall well-being. To empower our employees financially, we provide retirement savings plans and opportunities for tax-free savings through flexible spending accounts and health savings accounts.
Health and Safety We are focused on establishing, maintaining and operating our facilities, with a strong emphasis on process safety and risk mitigation. Equally, we strive to empower and support our employees in preventing accidents and promoting a healthy work environment.
We are focused on establishing, maintaining and operating our facilities, with a strong emphasis on process safety and risk mitigation. Equally, we strive to empower and support our employees in preventing accidents and promoting a healthy work environment.
Our business is well diversified due to the broad range of products we offer to our customers. We estimate that approximately 90% of our net sales for fiscal year 2024 were generated by proprietary products. Most of our products generate significant aftermarket revenue.
Our business is well diversified due to the broad range of products we offer to our customers. We estimate that approximately 90% of our net sales for fiscal year 2025 were generated by proprietary products. Most of our products generate significant aftermarket revenue.
The Company is currently involved in the investigation and remediation of a number of sites under applicable laws. For information regarding environmental accruals, refer to Note 13, “Commitments and Contingencies,” in the notes to the consolidated financial statements included herein.
The Company is currently involved in the investigation and remediation of a number of sites under applicable laws. For information regarding environmental reserves, refer to Note 13, “Commitments and Contingencies,” in the notes to the consolidated financial statements included herein.
Compliance with federal, state, local and foreign environmental laws during fiscal 2024 did not have a material impact on our capital expenditures, results of operations or cash flows.
Compliance with federal, state, local and foreign environmental laws during fiscal 2025 did not have a material impact on our capital expenditures, results of operations or cash flows.
We estimate that approximately 55% of our net sales in fiscal year 2024 were generated from the aftermarket, the vast majority of which come from the commercial and military aftermarkets.
We estimate that approximately 55% of our net sales in fiscal year 2025 were generated from the aftermarket, the vast majority of which come from the commercial and military aftermarkets.
Without limiting the foregoing, sales of many of our products that will be used on aircraft owned by foreign entities are subject to compliance with export control laws and the manufacture of our products and the operations of our businesses, including the disposal of hazardous wastes, are subject to compliance with applicable environmental laws.
Without limiting the foregoing, sales of many of our products that will be used on aircraft owned by foreign entities are subject to compliance with export control laws and the manufacture of our products and the operations of our businesses, including the disposal of hazardous wastes, are subject to compliance with applicable environmental laws. Refer to Item 1A.
The information on or obtainable through our website is not incorporated into this Annual Report on Form 10-K. 8 Table of Contents
The information on or obtainable through our website is not incorporated into this Annual Report on Form 10-K. 5 Table of Contents
We believe that we currently satisfy or exceed these maintenance standards in our repair and overhaul services. We also maintain several FAA-approved repair stations. 4 Table of Contents In addition, our businesses are subject to many other laws and requirements typically applicable to manufacturers and exporters.
We believe that we currently satisfy or exceed these maintenance standards in our repair and overhaul services. We also maintain several FAA-approved repair stations. In addition, our businesses are subject to many other laws and requirements typically applicable to manufacturers and exporters.
Succession planning and the development, attraction and retention of employees is critical for TransDigm and its operating units to sustain our three core value drivers (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers).
We consider our employees to be our greatest asset. Succession planning and the development, attraction and retention of employees is critical for TransDigm and its operating units to sustain our three core value drivers (obtaining profitable new business, continually improving our cost structure and providing highly engineered value-added products to customers).
Our top ten customers for fiscal year 2024 accounted for approximately 42% of our net sales. Products supplied to many of our customers are used on multiple platforms. None of our customers individually accounted for greater than 10% of our net sales for fiscal year 2024.
Our top ten customers for fiscal year 2025 accounted for approximately 40% of our net sales. Products supplied to many of our customers are used on multiple platforms. None of our customers individually accounted for greater than 10% of our net sales for fiscal year 2025.
We also purchase replacement parts, which are utilized in our various repair and overhaul operations. At times, we concentrate our orders among a few suppliers in order to strengthen our supplier relationships. Most of our raw materials and component parts are generally available from multiple suppliers at competitive prices.
At times, we concentrate our orders among a few suppliers in order to strengthen our supplier relationships. Most of our raw materials and component parts are generally available from multiple suppliers at competitive prices.
Customers We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which accounted for approximately 31% of our net sales for fiscal year 2024; the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which accounted for approximately 27% of our net sales for fiscal year 2024; and the defense market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments), which accounted for approximately 40% of our net sales for fiscal year 2024.
Customers We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which generally account for 30% to 35% of our annual net sales; the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which generally account for 25% to 30% of our annual net sales; and the defense market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments), which generally account for approximately 35% to 40% of our annual net sales.
“Risk Factors.” Human Capital Resources As of September 30, 2024, we had approximately 16,600 full-time, part-time and temporary employees. Approximately 17% of our full-time and part-time employees are represented by labor unions. Collective bargaining agreements between us and these labor unions expire at various dates up to January 2029. Talent Development We consider our employees to be our greatest asset.
“Risk Factors.” 4 Table of Contents Human Capital Resources As of September 30, 2025, we had approximately 16,500 full-time, part-time and temporary employees. Approximately 15% of our full-time and part-time employees are represented by labor unions. Collective bargaining agreements between us and these labor unions expire at various dates up to January 2029.
Violations of government procurement laws could result in civil or criminal penalties. Governmental Regulation The commercial aircraft component industry is highly regulated by the Federal Aviation Administration (“FAA”) in the United States and by the European Union Aviation Safety Agency in Europe and other agencies throughout the world, while the military aircraft component industry is governed by military quality specifications.
Governmental Regulations The commercial aircraft component industry is highly regulated by the Federal Aviation Administration (“FAA”) in the United States and by the European Union Aviation Safety Agency in Europe and other agencies throughout the world, while the military aircraft component industry is governed by military quality specifications.
Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and electric utilities. 2 Table of Contents The primary measurement used by management to review and assess the operating performance of each segment is EBITDA As Defined.
Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and electric utilities.
We also 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. Since the inception of our company in 1993, we have acquired 93 businesses and various product lines.
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.
Our commitment to diversity is more than just an organizational goal; it is a fundamental principle that drives innovation, enhances our competitive edge and ultimately leads to better outcomes for all stakeholders. To gauge our progress, we annually review and assess our diversity initiatives and metrics.
At TransDigm, we highly value the contributions of diverse perspectives, fresh ideas and varied experiences. Our commitment to diversity and inclusiveness is more than just an organizational goal; it is a fundamental principle that drives innovation, enhances our competitive edge and ultimately leads to better outcomes for all stakeholders.
We compete on the basis of engineering, manufacturing and marketing high quality and reliable products, which we believe meet or exceed the performance and maintenance requirements of our customers, consistent and timely delivery, and superior customer service and support.
Competitors in our product offerings range in size from divisions of large public corporations to small privately-held entities with only one or two components in their entire product portfolios. 3 Table of Contents We compete on the basis of engineering, manufacturing and marketing high quality and reliable products, which we believe meet or exceed the performance and maintenance requirements of our customers, consistent and timely delivery, and superior customer service and support.
Historically, these aftermarket revenues have produced a higher gross profit and have been more stable than net sales to original equipment manufacturers (“OEMs”). 1 Table of Contents 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.
Historically, these aftermarket revenues have produced a higher gross profit and have been more stable than net sales to original equipment manufacturers (“OEMs”). 1 Table of Contents Our business strategy is made up of two key strengths: (1) successful execution of our value-driven operating strategy focused around our three core value drivers and (2) a selective acquisition strategy.
Refer to Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein with respect to the total costs of research and development. 3 Table of Contents We use sophisticated equipment and procedures to comply with quality requirements, specifications and aviation authority and OEM requirements.
Refer to Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein with respect to the total costs of research and development. 2 Table of Contents Segments The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation.
For financial information about our segments, refer to Note 15, “Segments,” in the notes to the consolidated financial statements included herein. Sales and Marketing Consistent with our overall strategy, our sales and marketing organization is structured to continually develop technical solutions that meet customer needs.
For financial information about our segments, refer to Note 15, “Segments,” in the notes to the consolidated financial statements included herein.
Our portfolio of products encompasses a vast array of essential components that play pivotal roles on commercial aerospace and defense platforms, as well as other products.
These proprietary designs must withstand the extraordinary conditions and stresses that will be endured by products during use and meet the rigorous demands of our customers’ tolerance and quality requirements. Our portfolio of products encompasses a vast array of essential components that play pivotal roles on commercial aerospace and defense platforms, as well as other products.
In addition, we believe that the availability, dependability and safety of our products are reasons for our customers to continue long-term supplier relationships. Government Contracts Companies engaged in supplying defense-related equipment and services to United States Government (“U.S. Government”) agencies are subject to business risks specific to the defense industry. These risks include the ability of the U.S.
In addition, we believe that the availability, dependability and safety of our products are reasons for our customers to continue long-term supplier relationships.
Due to the global nature of the commercial aircraft industry, competition in these categories comes from both U.S. and foreign companies. Competitors in our product offerings range in size from divisions of large public corporations to small privately-held entities with only one or two components in their entire product portfolios.
Due to the global nature of the commercial aircraft industry, competition in these categories comes from both U.S. and foreign companies.
For example, TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep passengers and pilots safe; parachutes that protect soldiers, sailors and airmen; and space telescope equipment that helps the National Aeronautics and Space Administration (“NASA”) better understand the universe. Segments The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation.
For example, TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep passengers and pilots safe; parachutes that protect military personnel; and specialized equipment for the National Aeronautics and Space Administration’s (“NASA”) space telescopes, aiding in space exploration and scientific advancement.
The demand for defense products is specifically dependent on government budget trends, military campaigns and political pressures. Competition The niche markets within the aerospace industry that we serve are relatively fragmented and we face several competitors for many of the products and services we provide.
We believe that our diversified revenue base reduces our dependence on any particular product, platform or market channel and has been a significant factor in maintaining our financial performance. Competition The niche markets within the aerospace industry that we serve are relatively fragmented and we face several competitors for many of the products and services we provide.
Again, in many instances these are timing events between quarters and must be balanced with macro aerospace industry indicators. 5 Table of Contents Raw Materials We require the use of various raw materials in our manufacturing processes. We purchase a variety of manufactured component parts from various suppliers.
“Risk Factors” for additional information about the impact of government regulations on our business. Raw Materials We require the use of various raw materials in our manufacturing processes. We purchase a variety of manufactured component parts from various suppliers. We also purchase replacement parts, which are utilized in our various repair and overhaul operations.
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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.
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Value-Driven Operating Strategy. Our three core value drivers are: • Obtaining Profitable New Business. We attempt to obtain profitable new business by using our technical expertise and application skill and our detailed knowledge of our customer base and the individual niche markets in which we operate.
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We attempt to differentiate ourselves based on engineering, service and manufacturing capabilities. We typically choose not to compete for non-proprietary “build to print” business because it frequently offers lower margins than proprietary products. 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.
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We have regularly been successful in identifying and developing both aftermarket and OEM products to drive our growth. • Improving Our Cost Structure.
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Our business is well diversified due to the broad range of products that we offer to our customers. 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.
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We are committed to maintaining and continuously improving our lean cost structure through detailed attention to the cost of each of the products that we offer and our organizational structure, with a focus on reducing the cost of each. • Providing Highly Engineered Value-Added Products to Customers.
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The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including non-cash compensation charges incurred in connection with the Company’s stock incentive or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition transaction-related expenses, and refinancing costs.
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We focus on the engineering, manufacturing and marketing of a broad range of highly engineered niche products that we believe provide value to our customers. We believe we have been consistently successful in communicating to our customers the value of our products.
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Acquisition transaction and integration-related expenses represent costs incurred to integrate acquired businesses into TD Group’s operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
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This has generally enabled us to price our products to fairly reflect the value we provide and the resources required to do so. Selective Acquisition Strategy.
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EBITDA As Defined is not a measurement of financial performance under U.S. GAAP.
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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. Since the inception of our company in 1993, we have acquired 95 businesses and various product lines.
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Although the Company uses EBITDA As Defined to assess the performance of its business and for various other purposes, the use of this non-GAAP financial measure as an analytical tool has limitations, and it should not be considered in isolation or as a substitute for analysis of the Company’s results of operations as reported in accordance with U.S. GAAP.
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We have established development programs such as TransDigm University to empower internal career progression support the advancement of our employees.
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In particular, we attempt to focus on products and programs that will lead to high-margin, repeatable sales in the aftermarket. We have structured our sales efforts along our major product offerings, assigning a business unit manager that leads a business unit team.
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We also have established recruiting programs to identify and hire new talent such as the Management Development Program (“MDP”), which involved the recruiting of recent masters program graduates at certain colleges and universities, and the Junior Military Officer (“JMO”) Program, which involves the recruiting of U.S. military veterans. TransDigm’s executive team also mentors rising talent on a more informal basis.
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The teams are generally defined based on a grouping of related products with similar functionality, engineering designs and/or applications. The team consists of physically co-located, cross functional personnel who in turn focus their efforts entirely on the products and customers they serve.
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To gauge our progress, we annually review and assess our diversity initiatives and metrics. Discrimination is not tolerated at TransDigm.
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The team implements the three core value drivers 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. The business unit manager drives and directs the activities of the team based on customer needs.
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Each business unit manager is expected to grow the sales and profitability of the products and services for which he or she is responsible and to achieve the targeted annual level of bookings, net sales, new business and profitability for such products.
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The business unit managers are assisted by account managers and sales engineers who are responsible for covering major OEM and aftermarket accounts.
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Account managers and sales engineers are expected to be familiar with the personnel, organization and needs of specific customers to achieve total bookings and new business goals for each account and, together with the business unit managers, to determine when additional resources are required at customer locations.
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Most of our sales personnel are evaluated, in part, on their bookings and their ability to identify and obtain new business opportunities. Though typically performed by employees, the account manager function may be performed by independent representatives depending on the specific customer, product and geographic location.
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We also use a number of distributors to provide logistical support as well as serve as a primary customer contact with certain smaller accounts. Boeing Distribution Services, Inc. and Satair A/S (a subsidiary of Airbus S.A.S.) among others, are our major distributors. Manufacturing and Engineering We maintain approximately 120 manufacturing facilities.
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Most of our manufacturing facilities are comprised of manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance.
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We continually strive to improve productivity and reduce costs, including automation projects, rationalization of operations, developing improved control systems that allow for accurate accounting and reporting, investing in equipment, tooling, information systems (including cybersecurity) and implementing broad-based employee training programs.
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The aggregate of engineering expense and research and development expense represents approximately 8% of our operating units’ aggregate costs, or approximately 4% of our consolidated net sales for fiscal year 2024. Our proprietary products, and particularly our new product initiatives, are designed by our engineers and are intended to serve the needs of the aircraft component industry.
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These proprietary designs must withstand the extraordinary conditions and stresses that will be endured by products during use and meet the rigorous demands of our customers’ tolerance and quality requirements. The business unit team, inclusive of operations, engineering, quality and sales, and the customer work together through the design and development of a product.
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We perform a variety of testing procedures as required by our customers, such as testing under different temperature, humidity and altitude levels, flammability testing, shock and vibration testing and X-ray fluorescent measurement. These procedures, together with other customer approved techniques for document, process and quality control, are used throughout our manufacturing facilities.
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Non-aerospace net sales comprised approximately 2% of our net sales for fiscal year 2024.
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The markets in which we sell our products are, to varying degrees, cyclical and have experienced upswings and downturns.
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The demand for our commercial aftermarket parts and services depends on, among other things, the breadth of our installed OEM base, revenue passenger kilometers (“RPKs”), the size and age of the worldwide aircraft fleet, the percentage of the worldwide fleet that is in warranty, and airline profitability.
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Government to unilaterally: (1) suspend us from receiving new contracts; (2) terminate existing contracts; (3) reduce the value of existing contracts; (4) audit our contract-related costs and fees, including allocated indirect costs; (5) control and potentially prohibit the export of our products; and (6) seek repayment of contract related payments under certain circumstances.
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Market Channels Commercial Aftermarket The key market factors in the commercial aftermarket include RPKs and the size and activity level of the worldwide fleet of aircraft and the percentage of the fleet that is in warranty. In fiscal 2024, the commercial aerospace industry continued to rebound from the adverse impacts of the COVID-19 pandemic.
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Since February 2024, both domestic and international RPKs have surpassed 2019 (i.e., pre-pandemic) levels and have remained on a steady growth trend. The 2025 leading indicators or industry consensus suggest a continuation of current trends supported by continued RPK growth. Commercial OEM Market Our commercial transport OEM shipments and revenues generally run ahead of aircraft delivery schedules.
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Consistent with prior years, our fiscal 2025 shipments will be a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus. In fiscal 2024, we experienced improved sales in the commercial OEM sector primarily due to increased aircraft production by Boeing and Airbus.
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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 persist. Due to these factors, it is difficult to accurately predict the OEM build rates for 2025.
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Our businesses continually seek to provide innovative solutions for our customers and others in the commercial aerospace and defense industries. These include new touchless products and environmentally friendly products, such as the brushless starter generator and sustainable decorative laminates.
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Defense Our military business fluctuates from year-to-year, and is dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of Defense (“DOD”) procurement policy and the extent of global conflicts, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas.
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Also, delays in government spending outlays and government funding reprioritization, such as shifting funds to efforts to assist friendly countries in conflicts, provides for further unpredictability in the military spending outlook. For a variety of reasons, the military spending outlook is very uncertain, though recent DOD budgets have trended upwards.
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Defense sales in fiscal 2024 increased compared to fiscal 2023 at a higher rate than in recent fiscal years due to improving U.S. Government defense spend outlays. DOD budgets have trended upwards as geopolitical challenges such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and military modernization efforts are driving demand.
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Other Considerations Historically, our presence in both the commercial aerospace and military sectors of the aerospace industry has served to mitigate the impact on our business of any specific industry risk.
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We service a diversified customer base in the commercial and military aerospace industry, and we provide components to a diverse installed base of aircraft, which mitigates our exposure to any individual airframe platform. At times, declines in net sales in one channel have been offset by increased net sales in another channel.
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However, due to differences between the profitability of our products sold to OEM and aftermarket customers, variation in product mix can cause variation in gross profit.
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Factors including customer inventory level adjustments, supply chain issues, unannounced changes in order patterns, strikes, facility shutdowns caused by fires, hurricanes, health crises or other incidents and mergers and acquisitions can cause short-term disruptions in our quarterly shipment patterns as compared to previous quarters and the same periods in prior years.
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As such, it can be difficult to determine longer-term trends in our business based on quarterly comparisons. To normalize for short-term fluctuations, we tend to look at our performance over several quarters or years of activity rather than discrete short-term periods.
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Additionally, there are fluctuations in OEM and aftermarket product mix from quarter-to-quarter that may cause positive or negative variations in gross profit since commercial aftermarket net sales have historically produced higher gross profit margins than net sales to commercial OEMs.
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Disruptions in the global supply chain has resulted in delays in the availability of certain raw materials and increased raw material costs, among other costs such as labor, though the disruptions somewhat improved in fiscal 2024, resulting in a higher stabilization of costs as fiscal 2024 progressed.
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Our business has been adversely affected, though not materially, and could continue to be adversely affected in fiscal 2025 by disruptions in our ability to timely obtain raw materials and components from our suppliers in the quantities we require or on favorable terms.
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Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive aviation authority and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part.
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To support the advancement of our employees, we offer comprehensive training and development programs to empower internal career progression. We employ a blend of structured and informal initiatives to identify, nurture and retain exceptional individuals at both the corporate and operating unit levels.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur ability to make payments on and to refinance our indebtedness, including the Notes, amounts borrowed under the senior secured credit facility, amounts due under our Securitization Facility, and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. 10 Table of Contents We cannot assure that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to enable us to service our indebtedness, including the amounts borrowed under the senior secured credit facility, amounts borrowed under our Securitization Facility and the Notes, or to fund our other liquidity needs.
Biggest changeOur ability to make payments on and to refinance our indebtedness, including the Notes, amounts borrowed under the senior secured credit facility, amounts due under our Securitization Facility, and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
I f we are unable to effectively provide for the succession of key personnel, senior management and our executive officers, including our President, Chief Executive Officer and Director, our business, results of operations, cash flows and financial condition may be adversely affected.
I f we are unable to effectively provide for the succession of key personnel, senior management and our executive officers, including our President and Chief Executive Officer, our business, results of operations, cash flows and financial condition may be adversely affected.
The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service, attract customers and develop new products and services or attend to other acquisition opportunities. 9 Table of Contents Our indebtedness could adversely affect our financial health and could harm our ability to react to changes to our business and prevent us from fulfilling our obligations under our indebtedness.
The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service, attract customers and develop new products and services or attend to other acquisition opportunities. 6 Table of Contents Our indebtedness could adversely affect our financial health and could harm our ability to react to changes to our business and prevent us from fulfilling our obligations under our indebtedness.
Even after a public health crises subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Even after a public health crisis subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
If a government inquiry or investigation uncovers improper or illegal activities, we could be subject to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with U.S.
If a government inquiry or investigation alleges improper or illegal activities, we could be subject to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with U.S.
ITEM 1A. RISK FACTORS Set forth below are material risks and uncertainties that could negatively affect our business and financial condition and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this report.
ITEM 1A. RISK FACTORS Below are material risks and uncertainties that could negatively affect our business and financial condition and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this report.
Any liability not covered by insurance or for which third-party indemnification is not available could result in significant liability to us. In addition, a crash caused by one of our products could damage our reputation for quality products. We believe our customers consider safety and reliability as key criteria in selecting a provider of aircraft products.
Any liability not covered by insurance or for which third-party indemnification is not available could result in significant liability to us. 12 Table of Contents In addition, a crash caused by one of our products could damage our reputation for quality products. We believe our customers consider safety and reliability as key criteria in selecting a provider of aircraft products.
An adverse change in demand could impact our results of operations, collection of accounts receivable and our expected cash flow generation from current and acquired businesses which may adversely impact our financial condition and access to capital markets. U.S. military spending is dependent upon the U.S. defense budget.
An adverse change in demand could impact our results of operations, collection of accounts receivable and our expected cash flow generation from current and acquired businesses which may adversely impact our financial condition and access to capital markets. 13 Table of Contents U.S. military spending is dependent upon the U.S. defense budget.
Increased cybersecurity threats and more sophisticated and targeted computer crime have posed and could continue to pose a risk to our information technology systems and a disruption to or breach in the security of such systems, if material, could have adverse effects on our result of operations and financial condition.
Increased cybersecurity threats and more sophisticated and targeted computer crime have posed and could continue to pose a risk to our and certain third parties’ information technology systems and a disruption to or breach in the security of such systems, if material, could have adverse effects on our result of operations and financial condition.
Because we strive to limit the volume of finished goods inventory, any work stoppage could materially and adversely affect our ability to provide products to our customers. 11 Table of Contents In addition, our success depends in part on our ability to attract and motivate our senior management and key employees.
Because we strive to limit the volume of finished goods inventory, any work stoppage could materially and adversely affect our ability to provide products to our customers. In addition, our success depends in part on our ability to attract and motivate our senior management and key employees.
As a whole, because our manufacturing facilities primarily engage in assembly and light manufacturing and because we do not maintain any transportation infrastructure, we have relatively low Scope 1 and Scope 2 emissions. Accordingly, we do not anticipate any material adverse impact from increased carbon regulation directly on our manufacturing operations.
Because our manufacturing facilities primarily engage in assembly and light manufacturing and because we do not maintain any transportation infrastructure, we have relatively low Scope 1 and Scope 2 emissions. Accordingly, we do not anticipate any material adverse impact from increased carbon regulation directly on our manufacturing operations.
Government agencies, any of which could materially adversely affect our reputation, business, financial condition, results of operations and cash flows. Moreover, U.S. Government purchasing regulations contain a number of additional operational requirements, which do not apply to entities not engaged in government contracting.
Government agencies, any of which could materially adversely affect our reputation, business, financial condition, results of operations and cash flows. Moreover, U.S. Government purchasing regulations contain many additional operational requirements, which do not apply to entities not engaged in government contracting.
The Company is currently involved in the investigation and remediation of a number of sites under applicable laws. 15 Table of Contents Estimates of the Company’s environmental liabilities are based on current facts, laws, regulations and technology. These estimates take into consideration the Company’s prior experience and professional judgment of the Company’s environmental advisors.
The Company is currently involved in the investigation and remediation of a number of sites under applicable laws. Estimates of the Company’s environmental liabilities are based on current facts, laws, regulations and technology. These estimates take into consideration the Company’s prior experience and professional judgment of the Company’s environmental advisors.
As a result of these audits, we could be asked to enter into an arrangement whereby our prices would be based on cost, plus a nominal fee, the DOD could seek to pursue alternative sources of supply for our parts, or the U.S. Government could take other adverse actions with respect to our contracts.
As a result of these audits, we could be asked to enter into an arrangement whereby our prices would be based on costs approved by the auditor, plus a nominal fee, the DOD could seek to pursue alternative sources of supply for our parts, or the U.S. Government could take other adverse actions with respect to our contracts.
Government purchasing regulations, some of our costs, including most financing costs, amortization of intangible assets, portions of research and development costs, and certain marketing expenses may not be subject to reimbursement under cost-reimbursement contracts. Furthermore, even where the price is not based on cost, the U.S.
In addition, under U.S. Government purchasing regulations, some of our costs, including most financing costs, amortization of intangible assets, portions of research and development costs, and certain marketing expenses may not be subject to reimbursement under cost-reimbursement contracts. 10 Table of Contents Furthermore, even where the price is not based on cost, the U.S.
In order to mitigate the interest rate risk of these variable rate borrowings, we have in the past entered into interest rate swap, cap, and collar agreements that cover a significant portion of the existing variable rate debt and may do so in the future, subject to market and other conditions.
In order to mitigate the interest rate risk of these variable rate borrowings, we enter into interest rate swap, cap, and collar agreements that cover a significant portion of the existing variable rate debt and may continue do so in the future, subject to market and other conditions.
As of September 30, 2024, a handful of jurisdictions where the Company operates, including Canada, U.K. and Germany, have adopted the Pillar Two Rules. The effective dates vary between fiscal 2025 and fiscal 2026.
As of September 30, 2025, many jurisdictions where the Company operates, including Canada, U.K. and Germany, have adopted the Pillar Two Rules. The effective dates vary between fiscal 2025 and fiscal 2026.
Government may seek to review our costs to determine whether our pricing is “fair and reasonable.” Our subsidiaries are periodically subject to pricing reviews and government buying agencies that purchase some of our subsidiaries’ products are periodically subject to audits by the DOD with respect to prices paid for such products.
Government may seek to review costs to determine whether our pricing is “fair and reasonable.” Our subsidiaries are periodically subject to pricing reviews and government buying agencies that purchase some of our subsidiaries’ products are periodically subject to audits by the U.S. Department of Defense (“DOD”) with respect to prices paid for such products.
In fiscal year 2024, no customer individually accounted for 10% or more of the Company’s net sales; however, our top ten customers for fiscal year 2024 accounted for approximately 42% of our net sales.
In fiscal year 2025, no customer individually accounted for 10% or more of the Company’s net sales; however, our top ten customers for fiscal year 2025 accounted for approximately 40% of our net sales.
Our commercial business is directly affected by, among other factors, changes in RPKs, the size and age of the worldwide aircraft fleet, the percentage of the fleet that is out-of-warranty and changes in the profitability of the commercial airline industry.
Our commercial business is directly affected by, among other factors, changes in revenue passenger kilometers (“RPKs”), the size and age of the worldwide aircraft fleet, the percentage of the fleet that is out-of-warranty and changes in the profitability of the commercial airline industry.
Although the conflicts have not, nor are expected to, have a direct material adverse impact on TransDigm's business, the implications of the Israel and Hamas and Russia and Ukraine conflicts in the short-term and long-term are difficult to predict.
Although the conflicts have not, nor are expected to, have a direct material adverse impact on TransDigm's business, the implications of these conflicts in the short-term and long-term are difficult to predict.
We cannot be assured that we can continue to hire, train and retain qualified employees at current wage rates since we operate in a competitive labor market, and there are currently significant inflationary and other pressures on wages.
We cannot be assured that we can continue to hire, train and retain qualified employees at current wage rates since we operate in a competitive labor market, and there may be pressures on wages.
We also have entered into multi-year, fixed-price contracts with some of our customers, pursuant to which we have agreed to perform the work for a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs of making these products.
We also have entered into multi-year, fixed-price contracts with some of our customers, pursuant to which we have agreed to perform the work at a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs of making these products. This risk is greater in a high inflationary environment.
Given the political significance and uncertainty around these issues, we cannot predict how legislation, regulation, and increased awareness of these issues will affect our operations and financial condition. We have established a science-aligned greenhouse gas emissions reduction target of at least a 50% reduction in our Scope 1 and Scope 2 emissions on an absolute basis by the year 2031.
Given the uncertainty around these issues, we cannot predict how future legislation, will affect our operations and financial condition. We have established a science-aligned greenhouse gas emissions reduction target of at least a 50% reduction in our Scope 1 and Scope 2 emissions on an absolute basis.
On contracts for which the price is based on the reimbursement of costs, the U.S. Government may review our costs and performance, as well as our accounting and general business practices. Based on the results of such audits, the U.S. Government may adjust our contract-related costs and fees, including allocated indirect costs. In addition, under U.S.
On contracts for which the price is not fixed but rather based on the reimbursement of costs, the U.S. Government may review incurred costs and performance, as well as our accounting and general business practices. Based on the results of such audits, the U.S. Government may adjust the reimbursement of contract-related costs and fees, including allocated indirect costs.
Our business is dependent on the availability of certain components and raw materials from suppliers. Our business is affected by the price and availability of the raw materials and component parts that we use to manufacture our components.
Our business is affected by the price and availability of the raw materials and component parts that we use to manufacture our components.
We believe that our ability to compete depends on high product performance, consistent high quality, short lead-time and timely delivery, competitive pricing, superior customer service and support and continued certification under customer quality requirements and assurance programs.
We believe that our ability to compete depends on high product performance, consistent high quality, short lead-time and timely delivery, competitive pricing, superior customer service and support and continued certification under customer quality requirements and assurance programs. We adjust the prices of some of our products from time to time to stay competitive.
Such events may result in possible negative consequences, such as disruption to our business operations, loss of proprietary information, ransom demands, loss of revenue, penalties, failure to comply with laws governing sensitive data, government enforcement, litigation or regulatory proceedings, negative publicity, loss of reputation, loss of intellectual property, loss of competitiveness or customers, increased security and compliance costs or other negative consequences.
Such events may result in possible negative consequences, such as disruption to our business operations, loss of proprietary information, ransom demands, loss of revenue, penalties, failure to comply with laws governing sensitive data, government enforcement, litigation or regulatory proceedings, negative publicity, loss of reputation, loss of intellectual property, loss of competitiveness or customers, increased security and compliance costs or other negative consequences; however, the use of isolated systems by our operating units mitigates the pervasiveness of this risk.
We are subject to certain unique business risks as a result of supplying equipment and services to the U.S. Government. Companies engaged in supplying defense-related equipment and services to U.S. Government agencies, whether through direct contracts with the U.S. Government or as a subcontractor to customers contracting with the U.S.
Companies engaged in supplying defense-related equipment and services to U.S. Government agencies, whether through direct contracts with the U.S. Government or as a subcontractor to customers contracting with the U.S. Government, are subject to business risks specific to the defense industry. These risks include the ability of the U.S.
Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production. Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics or other business disruptions, which could seriously harm our results of operation and increase our costs and expenses.
Our operations and those of our customers and suppliers have been and may again be subject to natural disasters, climate change-related events, pandemics or other business disruptions, which could seriously harm our results of operation and increase our costs and expenses.
All of the term loans under our term loan facility and the borrowings under our revolving credit facility and the Securitization Facility bear interest at variable rates primarily based on the Term Secured Overnight Financing Rate (“Term SOFR”). Accordingly, if Term SOFR or other variable interest rates increase, our debt service expense will also increase.
All of the term loans under our term loan facility and the trade receivable securitization facility (the “Securitization Facility”) bear interest at variable rates based on the Term Secured Overnight Financing Rate (“Term SOFR”). Accordingly, if Term SOFR increases, our debt service expense will also increase.
The ultimate resolution of these matters through settlement, mediation, or court judgment could have a material impact on our financial condition, results of operations, and cash flows. We could be adversely affected if one of our products causes an aircraft to crash.
The ultimate resolution of these matters through settlement, mediation, or court judgment could have a material impact on our financial condition, results of operations, and cash flows. We could be adversely affected by the impact of failure, misuse or quality issues of our products.
The Company’s Board of Directors continually monitors this risk and we believe that the Company’s succession plan, together with our straightforward strategy, clear value drivers, decentralized nature and the quality of managers running our operating units helps to mitigate this risk.
The Company’s Board of Directors continually monitors this risk and we believe that the Company’s succession plan, together with our straightforward strategy, clear value drivers, decentralized nature and the quality of managers running our operating units helps to mitigate this risk. 8 Table of Contents Public health crises, and health pandemics, epidemics and outbreaks could adversely affect our business .
Most U.S. Government contracts can be terminated by the U.S. Government at its convenience without significant notice. Termination for convenience provisions provide only for recovery of costs incurred or committed, settlement expenses and profit on the work completed prior to termination. Most of our U.S. Government contracts are based on a firm-fixed price.
Termination for convenience provisions provide only for recovery of costs incurred or committed, settlement expenses and profit on the work completed prior to termination. Most of our U.S. Government contracts are based on a firm-fixed price where we take the risk of cost overruns.
Factors such as increased energy costs, the availability of certain raw materials for aircraft manufacturers, embargoes on flights from certain airlines, sanctions on certain companies, and the stability of certain customers could impact the global economy and aviation sector.
Factors such as increased energy costs, the availability of certain raw materials for aircraft manufacturers, embargoes on flights from certain airlines, sanctions on certain companies, and the stability of certain customers could impact the global economy and aviation sector. We are subject to certain unique business risks as a result of supplying equipment and services to the U.S. Government.
In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms and could otherwise adversely affect our business, financial condition and results of operations.
In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms and could otherwise adversely affect our business, financial condition and results of operations. 7 Table of Contents The terms of the senior secured credit facility and indentures governing the Notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
Notwithstanding special cash dividends, of which the most recent declarations by the Company’s Board of Directors was on September 19, 2024 in the amount of $75.00 per outstanding share of common stock, which was paid on October 18, 2024 to stockholders of record as of October 4, 2024, we do not anticipate declaring regular cash dividends, whether quarterly or annual, on our common stock or any other equity security in the foreseeable future.
Notwithstanding the most recent special cash dividend declared by the Company’s Board of Directors on August 20, 2025 of $90.00 per outstanding share of common stock, paid on September 12, 2025, we do not anticipate declaring regular cash dividends, whether quarterly or annual, on our common stock or any other equity security in the foreseeable future.
RPKs and airline profitability have historically been correlated with the general economic environment, although national and international events also play a key role.
RPKs and airline profitability have historically been correlated with the general economic environment, although national and international events also play a key role, such as pandemics, general downturns in the global economy, higher fuel prices and conflicts abroad.
Our operations expose us to potential liabilities for personal injury or death as a result of the failure of an aircraft product that we have designed, manufactured or serviced.
We produce highly engineered aircraft components, and accordingly, the adverse impact of product quality issues, actual or perceived, can be significant. Our operations expose us to potential liabilities for personal injury or death as a result of the failure of an aircraft product that we have designed, manufactured or serviced.
Government, are subject to business risks specific to the defense industry. These risks include the ability of the U.S. Government to unilaterally: suspend or debar us from receiving new contracts based on alleged violations of procurement laws or regulations; terminate existing contracts; revoke required security clearances; and audit contract-related costs and fees, including allocated indirect costs.
Government to unilaterally: suspend or debar us from receiving new contracts based on alleged violations of procurement laws or regulations; terminate existing contracts; revoke required security clearances; and audit contract-related costs and fees, including allocated indirect costs. U.S. Government contracts can be terminated by the U.S. Government at its convenience without cause or significant notice.
If new and more stringent government regulations are adopted or if industry oversight increases, we might incur significant expenses to comply with any new regulations or heightened industry oversight.
If new and more stringent government regulations are adopted or if industry oversight increases, we might incur significant expenses to comply with any new regulations or heightened industry oversight. In addition, if material authorizations or approvals were revoked or suspended, our business would be adversely affected.
In addition, if material authorizations or approvals were revoked or suspended, our business would be adversely affected. 14 Table of Contents In addition to the aviation approvals, we are at times required to obtain approval from U.S. Government agencies and similar agencies elsewhere in the world to export our products.
In addition to the aviation approvals, we are at times required to obtain approval from U.S. Government agencies and similar agencies elsewhere in the world to export our products.
Our net sales to foreign customers were approximately $2.9 billion for the fiscal year ended September 30, 2024.
Our net sales to foreign customers were $3,296 million for the fiscal year ended September 30, 2025.
Government or other applicable government for failure to comply with these laws could be significant. We could incur substantial costs as a result of data protection concerns.
Government or other applicable government for failure to comply with these laws could be significant. We could incur substantial costs as a result of data protection concerns. The interpretation and application of data protection laws in the U.S. and globally, including but not limited to the General Data Protection Regulation and are uncertain and evolving.
Further, although we have implemented internal controls and procedures designed to ensure compliance with the GDPR, CCPA, PIPL, the EU AI Act and other privacy-related laws, rules and regulations (collectively, the “Data Protection Laws”), there can be no assurance that our controls and procedures will enable us to be fully compliant with all Data Protection Laws.
Further, although we have implemented internal controls and procedures designed to ensure compliance with the various privacy-related laws, rules and regulations, there can be no assurance that our controls and procedures will enable us to be fully compliant with all data protection laws. The rapid evolution and increased adoption of artificial intelligence (“AI”) technologies may intensify these risks.
Because we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight. We regularly engage in discussions with respect to potential acquisition and investment opportunities. If we consummate an acquisition, our capitalization and results of operations may change significantly.
In addition, we may not be able to raise the capital necessary to fund future acquisitions. Because we may actively pursue multiple opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight. We regularly engage in discussions with respect to potential acquisition and investment opportunities.
We may have to adjust the prices of some of our products to stay competitive. 12 Table of Contents Climate-related regulations designed to address climate change may result in additional compliance costs. Our operations and the products we sell are currently subject to rules limiting emissions and to other climate-related regulations in certain jurisdictions where we operate.
Climate-related regulations designed to address climate change may result in additional compliance costs. Our operations and the products we sell are currently subject to rules limiting emissions and to other climate-related regulations in certain jurisdictions where we operate. Changes in environmental and climate-related laws or regulations on greenhouse gas emissions may negatively impact us, our suppliers and customers.
However, we may not be able to find suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on economically acceptable terms or may be unable to receive necessary regulatory approvals or support. In addition, we may not be able to raise the capital necessary to fund future acquisitions.
We intend to pursue acquisitions that we believe will present opportunities consistent with our overall business strategy. However, we may not be able to find suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on economically acceptable terms or may be unable to receive necessary regulatory approvals or support.
Mergers and acquisitions have resulted in significant increases in identifiable intangible assets and goodwill. Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and technology, were approximately $3.4 billion at September 30, 2024, representing approximately 13% of our total assets.
Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and technology, were $3,454 million at September 30, 2025, representing 15% of our total assets. Goodwill recognized in accounting for mergers and acquisitions was $10,612 million at September 30, 2025, representing 46% of our total assets.
These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, or breach of contract. In addition, we may be subject to class action lawsuits, including those involving allegations of violations of consumer product statutes or the Fair Labor Standards Act and state wage and hour laws.
In addition, we may be subject to class action lawsuits, including those involving allegations of violations of consumer product statutes or the Fair Labor Standards Act and state wage and hour laws. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such actions or proceedings.
Failure to comply with these laws could subject the Company to civil and criminal penalties that could materially adversely affect the Company’s results of operations, financial position and cash flows. 13 Table of Contents We continue to monitor the ongoing conflicts between Israel and Hamas and between Russia and Ukraine and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others.
We continue to monitor the ongoing geopolitical conflicts, such as Russia and Ukraine, and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others.
Fiscal 2019 is the selected baseline year for TransDigm that we will compare against as we make progress towards our emissions reduction goal. We continue to evaluate ways to reduce our energy and water consumption and lower our greenhouse gas emissions through energy efficiency measures, the purchase of green power and other actions.
Fiscal 2019 is the selected baseline year for TransDigm that we will compare against as we make progress towards our emissions reduction goal.
Regulatory and quality challenges, such as with Boeing’s 737 MAX aircraft and 787 aircraft, also has had an adverse impact. Significant labor disagreements and supply chain issues may also negatively impact the production of aircraft. Downturns adversely affect our results of operations, financial position and cash flows.
Significant labor disagreements and supply chain issues may also negatively impact the production of aircraft. Downturns adversely affect our results of operations, financial position and cash flows. Our business is dependent on the availability of certain components and raw materials from suppliers.
This risk is greater in a high inflationary environment, such as occurred in fiscal 2023 and fiscal 2024. Sometimes we accept a fixed-price contract for a product that we have not yet produced, and this increases the risk of cost overruns or delays in the completion of the design and manufacturing of the product.
Sometimes we accept a fixed-price contract for a product that we have not previously produced, and this may increase the risk of cost overruns or delays in the completion of the design and manufacturing of the product. Most of our contracts do not permit us to recover increases in raw material prices, taxes or labor costs.
We may be subject to periodic litigation and regulatory proceedings, which may adversely affect our business and financial performance. From time to time, we are involved in lawsuits and regulatory actions brought or threatened against us in the ordinary course of business.
From time to time, we are involved in lawsuits and regulatory actions brought or threatened against us in the ordinary course of business. These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, financial improprieties or breach of contract.
Bribery Act and similar local anti-bribery laws, which generally prohibit companies and their employees, agents and contractors from making improper payments for the purpose of obtaining or retaining business.
Such issues are often beyond our control and could adversely affect our operations and profitability. Furthermore, the Company is subject to foreign and domestic laws and regulations, which generally prohibit companies and their employees, agents and contractors from making improper payments for the purpose of obtaining or retaining business.
Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions that we believe will present opportunities consistent with our overall business strategy.
Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. A significant portion of our growth has occurred through acquisitions. Future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions.
During a prolonged period of significant market disruption in the aerospace and defense industry, such as the adverse impact that the COVID-19 pandemic had on the commercial aerospace market, and other macroeconomic factors such as when recessions occur, our business may be disproportionately impacted compared to peer companies that are more diversified in the industries they serve.
A period of significant market disruption in the aerospace and defense industry, or other macroeconomic factors, may disproportionately disrupt our business compared to more diversified peer companies. We may rely heavily on certain customers for much of our sales.
The rapid evolution and increased adoption of artificial intelligence (“AI”) technologies may intensify these risks. Any failure to comply with Data Protection Laws could result in significant penalties, fines, legal challenges and reputational harm.
Any failure to comply, could result in significant penalties, fines, legal challenges and reputational harm.
In fact, we have experienced data security incidents, although these have not had a material impact on our financial results. Furthermore, the Company has access to classified, sensitive, confidential, proprietary, or personal data or information that is subject to privacy and security laws, regulations, or other contractually-imposed controls.
In fact, we have experienced data security incidents, although these have not had a material impact on our financial results.
During periods of reduced airline profitability, some airlines may delay purchases of spare parts, preferring instead to deplete existing inventories, and delay refurbishments and discretionary spending. If demand for spare parts decreases, there would be a decrease in demand for certain products.
In addition, global market and economic conditions have been challenging due to turbulence in the U.S. and international markets and economies and have prolonged declines in business and consumer spending. During periods of reduced airline profitability, some airlines may delay purchases of spare parts, preferring instead to deplete existing inventories, and delay refurbishments and discretionary spending.
Any failure or perceived failure, whether or not valid, to pursue or fulfill our ESG goals, targets and objectives or to satisfy various ESG reporting standards within the timelines we announce, or at all, could increase the risk of litigation. 16 Table of Contents Risks Related to Financial Matters We have recorded a significant amount of intangible assets, which may never generate the returns we expect.
Risks Related to Financial Matters We have recorded a significant amount of intangible assets, which may never generate the returns we expect. Mergers and acquisitions have resulted in significant increases in identifiable intangible assets and goodwill.
Removed
A more diversified company with significant sales and earnings derived from outside the aerospace and defense sector may be able to recover more quickly from significant market disruptions such as the COVID-19 pandemic. We rely heavily on certain customers for much of our sales.
Added
Furthermore, entering into fixed-price contracts with the United States Government (“U.S. Government”), particularly for small-quantity or spot purchases made without reliable forecasts, exposes us to the risk of cost overruns and reduced margins if production costs increase or economies of scale cannot be achieved. We intend to pursue acquisitions.
Removed
Most of our contracts do not permit us to recover increases in raw material prices, taxes or labor costs. We intend to pursue acquisitions. Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. A significant portion of our growth has occurred through acquisitions.
Added
If we consummate an acquisition, our capitalization and results of operations may change significantly.
Removed
We have a significant amount of indebtedness. As of September 30, 2024, our total indebtedness, excluding approximately $67 million in letters of credit outstanding, approximately $262 million of finance lease obligation liabilities and approximately $17 million of government refundable advances, was approximately $24 billion, which was approximately 134% of our total book capitalization.
Added
We have a significant amount of indebtedness and may be able to incur substantial additional indebtedness in the future.
Removed
In addition, we may be able to incur substantial additional indebtedness in the future. As of September 30, 2024, we had approximately $843 million of unused commitments under our revolving credit facility and $163 million of additional borrowing capacity under our trade receivable securitization facility (the “Securitization Facility”).
Added
We cannot assure that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to enable us to service our indebtedness, including the amounts borrowed under the senior secured credit facility, amounts borrowed under our Securitization Facility and the Notes, or to fund our other liquidity needs.
Removed
The $163 million available under the Securitization Facility was subsequently drawn in October 2024.
Added
A significant public health crisis could cause disruption to our operations. Our ability to predict and respond to future changes resulting from potential health crises is uncertain.
Removed
In connection with our existing term loans, we entered into various interest rate swap, cap and collar agreements associated with Term SOFR. The Company's objective is to maintain an allocation of at least 75% fixed rate and 25% variable rate debt thereby limiting its exposure to changes in near-term interest rates.
Added
We continue to evaluate ways to reduce our energy and water consumption and lower our greenhouse gas emissions through energy efficiency measures, the purchase of green power and other actions. 9 Table of Contents Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could disrupt production.
Removed
As of September 30, 2024, approximately 77% of our total debt was fixed rate. For information about our interest rate swap, cap and collar agreements, refer to Note 19, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.
Added
Failure to comply with these laws could subject the Company to civil and criminal penalties that could materially adversely affect the Company’s results of operations, financial position and cash flows.
Removed
The terms of the senior secured credit facility and indentures governing the Notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
Added
Furthermore, the Company has access to classified, sensitive, confidential, proprietary, or personal data or information that is subject to privacy and security laws, regulations, or other contractually-imposed controls. 11 Table of Contents The risks in this area continue to grow, and we expect cyber events will continue to accelerate in frequency and impact as threat actors increasingly use AI and other techniques to circumvent security controls, evade detection and remove forensic evidence.
Removed
Public health crises, such as the COVID-19 pandemic, and other health pandemics, epidemics and outbreaks could adversely affect our business . A significant public health crisis, such as the COVID-19 pandemic, could cause disruption to our operations. The COVID-19 pandemic had a negative effect on our business, results of operations, cash flows and financial condition.
Added
We may be subject to periodic litigation and regulatory proceedings, which may adversely affect our business and financial performance. Our business is subject to regulation under a variety of U.S. federal and state and non-U.S. laws, regulation and policies that require ongoing compliance efforts.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added0 removed9 unchanged
Biggest changeThe IRT supports the VPoC in assessing and managing risks from cybersecurity threats and in the event of a cybersecurity incident, provides oversight and leadership with respect to incident response. 18 Table of Contents We have in place an incident response plan to identify, respond to, and recover from cybersecurity threats and cybersecurity incidents.
Biggest changeThe IRT supports the VPoC in assessing and managing risks from cybersecurity threats and in the event of a cybersecurity incident, provides oversight and leadership with respect to incident response.
The Audit Committee is informed of about material risks from cybersecurity threats through regular discussion with management regarding cybersecurity risk mitigation and cybersecurity incident management. Executive management, including our VPoC, regularly presents to the Audit Committee regarding cybersecurity matters, including program updates, key metrics, and developments. The ERM program inventories and classifies key risk areas.
The Audit Committee is informed of material risks from cybersecurity threats through regular discussion with management regarding cybersecurity risk mitigation and cybersecurity incident management. Executive management, including our VPoC, regularly presents to the Audit Committee regarding cybersecurity matters, including program updates, key metrics, and developments. The ERM program inventories and classifies key risk areas.
We maintain a relationship with a third-party forensic vendor available for incident response and investigation. Additionally, we maintain cybersecurity insurance. The Company’s Board of Directors oversees our enterprise risk management (“ERM”) program and has delegated the primary responsibility for its oversight, which includes oversight of cybersecurity risk, to the Audit Committee.
We maintain a relationship with third-party forensic vendor(s) available for incident response and investigation. Additionally, we maintain cybersecurity insurance. 14 Table of Contents The Company’s Board of Directors oversees our enterprise risk management (“ERM”) program and has delegated the primary responsibility for its oversight, which includes oversight of cybersecurity risk, to the Audit Committee.
As adopted by our businesses, which has been overseen by our corporate executive team, we have a cybersecurity incident response plan that outlines our policies and procedures for managing a cybersecurity incident. Our businesses are required to conduct regular exercises of their incident response plan as part of our program.
As adopted by our businesses, which has been overseen by our corporate executive team, we have a cybersecurity incident response plan that outlines our policies and procedures to identify, respond to, and recover from cybersecurity threats and cybersecurity incidents. Our businesses are required to conduct regular exercises of their incident response plan as part of our program.
For further information about risks related to cybersecurity threats, refer to Item 1A. “Risk Factors.” 19 Table of Contents
For further information about risks related to cybersecurity threats, refer to Item 1A. “Risk Factors.”

Item 2. Properties

Properties — owned and leased real estate

1 edited+2 added2 removed0 unchanged
Biggest changeTransDigm also leases certain of its other non-material facilities. Management believes that our machinery, plants and offices are in satisfactory operating condition and that it will have sufficient capacity to meet foreseeable future needs without incurring significant additional capital expenditures. 21 Table of Contents
Biggest changeManagement believes that our machinery, plants and offices are in satisfactory operating condition and that it will have sufficient capacity to meet foreseeable future needs without incurring significant additional capital expenditures.
Removed
PROPERTIES TransDigm’s principal owned properties (defined as greater than 30,000 square feet or related to a principal operation) as of September 30, 2024 are as follows: Location Reporting Segment Square Footage Cheektowaga, NY Airframe 656,200 Brea, CA Airframe 315,000 Stillington, United Kingdom Airframe 274,800 Montreal, Quebec, Canada Airframe 271,700 Palo Alto, CA Power & Control 257,000 Miesbach, Germany Power & Control 242,000 Liberty, SC Power & Control 219,000 Waco, TX Power & Control 218,800 Ingolstadt, Germany Airframe 191,900 Kent, OH Airframe 185,000 Bridport, United Kingdom Airframe 174,700 Beverly, MA Power & Control 163,000 Lillington, NC Power & Control 162,400 Union Gap, WA Airframe 144,400 Coachella, CA Power & Control 140,000 Phoenix, AZ Airframe 138,700 Paks, Hungary Airframe 137,800 Los Angeles, CA Power & Control 131,000 Liverpool, NY Power & Control 128,900 Bohemia NY Power & Control 124,000 Buena Park, CA Power & Control 115,000 Llangeinor, United Kingdom Airframe 112,300 Bourges, France Power & Control 109,400 Westbury, NY Power & Control 106,800 Kent, WA Airframe 100,000 Painesville, OH Power & Control 94,200 Valencia, CA Airframe 88,400 Letchworth, United Kingdom Airframe 88,200 Placentia, CA Airframe 86,600 Addison, IL Power & Control 83,300 Niagara Falls, NY Airframe 82,500 Sarralbe, France Power & Control 77,900 Niort, France Power & Control 69,000 Prescott, AZ Airframe 66,200 Clearwater, FL Power & Control 64,200 South Euclid, OH Power & Control 60,000 Woodland, CA Power & Control 60,000 Wichita, KS Power & Control 57,000 Branford, CT Airframe 52,000 Hawkesbury, Ontario, Canada Airframe 50,000 Avenel, NJ Power & Control 48,500 Rancho Cucamonga, CA Power & Control 47,000 Pennsauken, NJ Airframe 38,000 Ryde, United Kingdom Power & Control 33,200 Rancho Cucamonga, CA Airframe 32,700 20 Table of Contents TransDigm’s principal leased properties (defined as greater than 30,000 square feet or related to a principal operation) as of September 30, 2024 are as follows: Location Reporting Segment Square Footage Everett, WA Airframe 339,300 East Camden, AR Power & Control 276,000 Whippany, NJ Power & Control 230,500 Portsmouth, United Kingdom Airframe 193,500 Nittambuwa, Sri Lanka Airframe 168,000 Santa Ana, CA Airframe 159,200 Tijuana, Mexico Airframe 141,000 Holmestrand, Norway Airframe 139,500 Marlow, United Kingdom Airframe 116,100 Tijuana, Mexico Power & Control 112,800 Melbourne, FL Power & Control 107,000 Farnborough, United Kingdom Power & Control 103,400 Goldsboro, NC Power & Control 101,000 Fullerton, CA Airframe 100,000 Kunshan, China Airframe 98,500 Bethpage, NY Power & Control 98,000 Sylmar, CA Airframe 93,000 Elkhart, IN Non-aviation 91,500 Carson City, NV Airframe 90,100 Kunshan, China Non-aviation 86,100 Davis Junction, IL Airframe 84,500 Middlesex, United Kingdom Power & Control 84,000 Miesbach, Germany Power & Control 83,600 Livermore, CA Airframe 73,200 Camarillo, CA Power & Control 70,000 Matamoros, Mexico Power & Control 69,200 Gloucestor, United Kingdom Airframe 69,100 Delta, British Columbia, Canada Airframe 59,300 Chihuahua, Mexico Airframe 55,000 Portland, OR Airframe 50,000 St.
Added
ITEM 2. PROPERTIES Our corporate headquarters is located in Cleveland, Ohio. We maintain approximately 120 manufacturing facilities. Most of our manufacturing facilities are comprised of manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance and are a combination of leased and owned.
Removed
Paul, MN Airframe 49,600 Zunyi, China Power & Control 45,600 Sugar Grove, IL Airframe 45,000 Palo Alto, CA Power & Control 44,300 Palm Bay, FL Power & Control 42,000 Tempe, AZ Power & Control 40,200 Anaheim, CA Airframe 39,000 Collegeville, PA Airframe 37,000 Chongqing, China Airframe 36,300 Rancho Santa Margarita, CA Airframe 35,200 Los Angeles, CA Airframe 33,200 Joensuu, Finland Airframe 32,300 Our Cleveland, OH and Newport Beach, CA corporate facilities house our principal executive offices, and we currently lease approximately 26,000 square feet and 5,800 square feet, respectively, for those purposes.
Added
The facilities are situated in 25 states within the United States and in 14 other countries. Our properties consist of sales and administrative offices and distribution centers as well as manufacturing plants. None of our facilities are individually material to our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The Company is involved in various claims and legal actions arising in the ordinary course of business.
Biggest changeITEM 3. LEGAL PROCEEDINGS The Company is involved in various claims and legal actions arising in the ordinary course of business. We believe that the outcome of these matters will not have a material adverse effect on our financial position, results of operations, or cash flows.
While the Company is currently involved in certain legal proceedings, it believes the results of these proceedings will not have a material adverse effect on its financial condition, results of operations, or cash flows. PART II
We will report such matters that exceed, or that we reasonably believe may exceed, $1 million or more in monetary sanctions. While the Company is currently involved in certain legal proceedings, it believes the results of these proceedings will not have a material adverse effect on its financial condition, results of operations, or cash flows. PART II
Removed
The Securities and Exchange Commission (“SEC”) regulations require us to disclose certain information about environmental proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold.
Added
From time to time, we are involved in matters that involve governmental authorities as a party under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment.
Removed
Pursuant to such regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required as we believe matters under this threshold are not material to the Company.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “TDG.” Holders As of October 9, 2024, there were 30 stockholders of record of our common stock and approximately 836,000 beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange, or NYSE, under the ticker symbol “TDG.” Holders As of October 16, 2025, there were 27 stockholders of record of our common stock and approximately 908,000 beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers. 15 Table of Contents Special Dividends On August 20, 2025, the Company's Board of Directors authorized and declared a special cash dividend of $90.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.
Performance Graph Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of TD Group with the cumulative total return of a hypothetical investment in each of the S&P 500 Index and the S&P Aerospace & Defense Select Index.
Performance Graph Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of TD Group with the cumulative total return of a hypothetical investment in each of the S&P 500 Index and the S&P Aerospace & Defense Select Industry Index.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on September 30, 2019, and its relative performance is tracked through September 30, 2024. 22 Table of Contents The following performance graph and related information shall not be deemed “soliciting material” nor to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on September 30, 2020, and its relative performance is tracked through September 30, 2025. 16 Table of Contents The following performance graph and related information shall not be deemed “soliciting material” nor to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among TransDigm Group Inc., the S&P 500 Index and S&P Aerospace & Defense Select Index *$100 invested on 9/30/2019 in stock or index, including reinvestment of dividends. Copyright 2024 Standard & Poor’s, a division of S&P Global.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among TransDigm Group Inc., the S&P 500 Index and S&P Aerospace & Defense Select Industry Index *$100 invested on 9/30/2020 in stock or index, including reinvestment of dividends. Copyright 2025 Standard & Poor’s, a division of S&P Global.
The total cash payment, funded by a combination of $3,000 million in new senior secured debt and existing cash on hand, related to the special dividend and dividend equivalents was approximately $4,348 million in October 2024.
The total cash payment, funded by a combination of $5,000 million in new senior secured and unsecured debt and existing cash on hand, related to the special dividend and dividend equivalents was approximately $5,232 million in September 2025.
Removed
Dividends On November 27, 2023, the Company paid a special cash dividend of $35.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans. The total cash payment, funded by existing cash on hand, related to the special dividend and dividend equivalent payments was approximately $2,020 million.
Added
Any future declaration of special cash dividends on our common stock will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions under the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”) and indentures governing the Notes, the availability of surplus under Delaware law and other factors deemed relevant by our Board of Directors.
Removed
On September 19, 2024, the Company's Board of Directors authorized and declared a special cash dividend of $75.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.
Added
TD Group is a holding company and conducts all of its operations through direct and indirect subsidiaries. Unless TD Group receives dividends, distributions, advances, transfers of funds or other payments from our subsidiaries, TD Group will be unable to pay any dividends on our common stock in the future.
Removed
All rights reserved. 9/30/2019 9/30/2020 9/30/2021 9/30/2022 9/30/2023 9/30/2024 TransDigm Group Inc. 100.00 96.51 126.87 109.61 176.10 308.97 S&P 500 Index 100.00 115.15 149.70 126.54 153.89 209.84 S&P Aerospace & Defense Select Index 100.00 82.62 114.25 88.47 109.07 154.59 Purchases of Equity Securities by the Issuer or Affiliated Purchaser On January 27, 2022, the Board of Directors of the Company authorized a new stock repurchase program to permit repurchases of its outstanding common stock not to exceed $2,200 million in the aggregate (the “$2,200 million stock repurchase program”), replacing the $650 million stock repurchase program previously authorized by the Board on November 8, 2017, subject to any restrictions specified in the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”) and indentures governing the Company's existing Notes.
Added
The ability of any subsidiaries to take any of the foregoing actions is limited by the terms of our term loans and indentures and may be limited by future debt or other agreements that we may enter into.
Removed
There is no expiration date for this program. N o repurchases were made under the program in fiscal 2024 or 2023. During fiscal 2022, the Company repurchased 1,490,413 shares of common stock at an average price of $612.13 per share, for a total amount of $912 million.
Added
All rights reserved. 9/30/2020 9/30/2021 9/30/2022 9/30/2023 9/30/2024 9/30/2025 TransDigm Group Inc. 100.00 131.46 113.58 182.46 320.14 333.54 S&P 500 Index 100.00 130.01 109.89 133.65 182.23 214.30 S&P Aerospace & Defense Select Industry Index 100.00 138.28 107.07 132.01 187.10 282.62 Purchases of Equity Securities by the Issuer or Affiliated Purchaser N o purchases of equity securities were made during the f ourth quarter of fiscal 2025 .
Removed
The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders' deficit. As of September 30, 2024, $1,288 million remains available for repurchase under the $2,200 million stock repurchase program.
Added
Refer to Note 14, “Stock Repurchase Program,” in the notes to the consolidated financial statements for information on the Company’s stock repurchase program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSelling and administrative expenses and the related percentage of net sales for the fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions): Fiscal Years Ended September 30, 2024 September 30, 2023 Change % Change Selling and administrative expenses - excluding costs below $ 735 $ 629 $ 106 16.9 % % of net sales 9.3 % 9.6 % Non-cash stock and deferred compensation expense 196 141 55 39.0 % % of net sales 2.5 % 2.1 % Acquisition transaction-related expenses 33 6 27 450.0 % % of net sales 0.4 % 0.1 % Acquisition integration costs 13 8 5 62.5 % % of net sales 0.2 % 0.1 % Bad debt expense 3 (4) 7 175.0 % % of net sales % (0.1) % Total selling and administrative expenses $ 980 $ 780 $ 200 25.6 % % of net sales 12.3 % 11.8 % Excluding the specific costs in the table above, selling and administrative expenses as a percentage of net sales for the fiscal year ended September 30, 2024 decreased compared to the fiscal year ended September 30, 2023 despite the higher inflationary environment through most of fiscal 2024 due to continued focus on productivity and cost improvements (one of our three core value drivers).
Biggest changeThe related percentage of net sales for the fiscal years ended September 30, 2025 and 2024 were as follows (amounts in millions): Fiscal Years Ended September 30, 2025 September 30, 2024 Change % Change Selling and administrative expenses - excluding costs below $ 779 $ 738 $ 41 5.6 % % of net sales 8.8 % 9.3 % Non-cash stock and deferred compensation expense 142 196 (54) (27.6) % % of net sales 1.6 % 2.5 % Acquisition transaction and integration-related expenses 24 46 (22) (47.8) % % of net sales 0.3 % 0.6 % Total selling and administrative expenses $ 945 $ 980 $ (35) (3.6) % % of net sales 10.7 % 12.3 % The decrease in non-cash stock and deferred compensation expense is primarily attributable to the appreciation of the stock price at a higher rate in fiscal 2024 compared to 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. Interest Expense-net.
TD Group has no significant operations or assets separate from its investment in TransDigm Inc. 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.
TransDigm Group has no significant operations or assets separate from its investment in TransDigm Inc. The financial information presented is that of TransDigm Group, TransDigm Inc. and the other Guarantors, which includes TransDigm UK, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded.
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.
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.
As of the date of this Form 10-K, 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-K details the primary obligors and guarantors.
As of the date of this Form 10-K, 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-K details the primary obligors and guarantors.
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.
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.
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 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).
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.
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.
For additional significant accounting policies, see Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein. 37 Table of Contents Revenue Recognition The Company recognizes revenue from contracts with customers using the five step model prescribed in ASC 606.
For additional significant accounting policies, see Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein. 28 Table of Contents Revenue Recognition The Company recognizes revenue from contracts with customers using the five step model prescribed in ASC 606.
Interest expense-net includes interest on borrowings outstanding, amortization of debt issuance costs, original issue discount and premium, 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 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, caps and collars designated and qualifying as cash flow hedges.
Terminal value rate determination follows a common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. 38 Table of Contents The impairment test for indefinite-lived intangible assets consists of a comparison between the estimated fair values and carrying values.
Terminal value rate determination follows a common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. The impairment test for indefinite-lived intangible assets consists of a comparison between the estimated fair values and carrying values.
(4) Represents costs incurred to integrate acquired businesses into TD Group’s operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
(4) Represents costs incurred to integrate acquired businesses into our operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. Management, considering industry and company-specific historical and projected data, develops growth rates, sales projections and cash flow projections for each reporting unit.
The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. 29 Table of Contents Management, considering industry and company-specific historical and projected data, develops growth rates, sales projections and cash flow projections for each reporting unit.
More specifically, we believe that focusing our businesses on our value-driven operating strategy of obtaining profitable new business, carefully controlling the cost structure 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.
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.
For the quantitative test, management determines the estimated fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved for each reporting unit. If the estimated fair value is less than the current carrying value, impairment of goodwill of the reporting unit may exist.
For the quantitative test, management determines the estimated fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved for each reporting unit. If the estimated fair value of the reporting unit is less than the current carrying value, impairment of goodwill of the reporting unit is recognized.
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of Form 10-K for the fiscal year ended September 30, 2023, as filed with the Securities and Exchange Commission on November 9, 2023. Liquidity and Capital Resources We have historically maintained a capital structure comprising a mix of equity and debt financing.
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” of Form 10-K for the fiscal year ended September 30, 2024, as filed with the Securities and Exchange Commission on November 7, 2024. Liquidity and Capital Resources We have historically maintained a capital structure comprising a mix of equity and debt financing.
Net income attributable to TD Group for the fiscal year ended September 30, 2024 of $1,714 million was decreased by dividend equivalents of $233 million, or $4.02 per share, resulting in net income applicable to TD Group common stockholders of $1,481 million.
Net income attributable to TD Group for the fiscal year ended September 30, 2024 of $1,714 million was decreased by dividend equivalents of $233 million, or $4.02 per share, resulting in net income applicable to TD Group common stockholders of $1,481 million. Business Segments Segment Net Sales .
(3) Assumes that the variable interest rate on our existing term loans under our Term Loans Facility range from approximately 5.6% to 6.5% based on anticipated movements in Term SOFR, which given the ongoing volatility in rates, are highly uncertain.
(3) Assumes that the variable interest rate on our existing term loans under our Term Loans Facility ranges from approximately 5.50% to 6.75% based on anticipated movements in Term SOFR, which given the ongoing volatility in rates, are highly uncertain.
The Subordinated Notes are structurally subordinated to all of the liabilities of TD Group’s non-guarantor subsidiaries.
The Subordinated Notes are structurally subordinated to all of the liabilities of TransDigm Group’s non-guarantor subsidiaries.
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.
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.
(2) Represents the compensation expense recognized by TD Group under our stock incentive plans and deferred compensation plans. (3) Represents costs expensed related to debt financing activities, including new issuances, extinguishments, refinancings and amendments to existing agreements.
(2) Represents the compensation expense recognized under our stock option plans and deferred compensation plans. (3) Represents costs expensed related to debt financing activities, including new issuances, extinguishments, refinancings and amendments to existing agreements.
(2) Represents the compensation expense recognized by TD Group under our stock incentive plans and deferred compensation plans. (3) Represents costs expensed related to debt financing activities, including new issuances, extinguishments, refinancings and amendments to existing agreements.
(2) Represents costs expensed related to debt financing activities, including new issuances, extinguishments, refinancings and amendments to existing agreements. (3) Represents the compensation expense recognized under our stock option plans and deferred compensation plans.
Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, revenue growth rates and EBITDA margins, discount rates, customer attrition rates, royalty rates, asset lives and market multiples, among other items.
Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, revenue growth rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates, customer attrition rates, royalty rates, asset lives and market multiples, among other items.
On July 12, 2024, the Company amended the Securitization Facility to, among other things, (i) increase the borrowing capacity from $450 million to $650 million; and (ii) extend the maturity date to July 11, 2025 at an interest rate of Term SOFR plus 1.45% compared to an interest rate of Term SOFR plus 1.60% that applied prior to the amendment.
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.
Fixed charges consist of interest expense, amortization of debt issuance costs, original issue discount and premium and the “interest component” of rental expense. Significant Transactions of Fiscal 2024 During fiscal 2024, the Company completed approximately $21,000 million in debt financing transactions, inclusive of new issuances and refinancing of existing debt.
Fixed charges consist of interest expense, amortization of debt issuance costs and original issue discount and the “interest component” of rental expense. Significant Transactions of Fiscal 2025 and Subsequent Events Debt Financing During fiscal 2025, the Company completed approximately $11,000 million in debt financing transactions, inclusive of new issuances and refinancing of existing debt.
Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies. 40 Table of Contents The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined (in millions): Fiscal Years Ended September 30, 2024 2023 Net Income $ 1,715 $ 1,299 Adjustments: Depreciation and amortization expense 312 268 Interest expense-net 1,286 1,164 Income tax provision 500 417 EBITDA 3,813 3,148 Adjustments: Acquisition transaction and integration-related expenses (1) 70 18 Non-cash stock and deferred compensation expense (2) 217 157 Refinancing costs (3) 58 56 Other, net (4) 15 16 EBITDA As Defined $ 4,173 $ 3,395 (1) Represents costs incurred to integrate acquired businesses into TD Group’s operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
Our calculation of EBITDA and EBITDA As Defined may not be comparable to the calculation of similarly titled measures reported by other companies. 31 Table of Contents The following table sets forth a reconciliation of net income to EBITDA and EBITDA As Defined (in millions): Fiscal Years Ended September 30, 2025 2024 Net Income $ 2,074 $ 1,715 Adjustments: Depreciation and amortization expense 367 312 Interest expense-net 1,572 1,286 Income tax provision 555 500 EBITDA 4,568 3,813 Adjustments: Acquisition transaction and integration-related expenses (1) 42 70 Non-cash stock and deferred compensation expense (2) 157 217 Refinancing costs (3) 11 58 Other, net (4) (18) 15 EBITDA As Defined $ 4,760 $ 4,173 (1) Represents costs incurred to integrate acquired businesses into our operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.
(5) Primarily represents foreign currency transaction (gains) or losses, payroll withholding taxes related to dividend equivalent payments and stock option exercises, non-service related pension costs, deferred compensation payments and other miscellaneous (income) expense. 42 Table of Contents
(5) Primarily represents foreign currency transaction gains or losses, payroll withholding taxes related to dividend equivalent payments and stock option exercises, non-service related pension costs, deferred compensation payments and other miscellaneous income or expense, such as gain on sale of business. 33 Table of Contents
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.
(2) Collectively, referred to as the “Secured Notes” herein. 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.
Historically, such adjustments have not been significant. New Accounting Standards For information about new accounting standards, see Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein. 39 Table of Contents Non-GAAP Financial Measures We present below certain financial information based on our EBITDA and EBITDA As Defined.
New Accounting Pronouncements For information about new accounting pronouncements, see Note 1, “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein. 30 Table of Contents Non-GAAP Financial Measures We present below certain financial information based on our EBITDA and EBITDA As Defined.
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.
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 source of cash was primarily attributable to the net proceeds of short-term and long-term debt, including fees, of $4,965 million, plus proceeds from stock option exercises of $245 million; partially offset by special dividend and dividend equivalent payments of $2,038 million. 33 Table of Contents Net cash used in financing activities was $16 million during fiscal 2023.
Net cash provided by financing activities was $3,171 million during fiscal 2024. The source of cash was primarily attributable to the net proceeds of short-term and long-term debt, including fees, of $4,965 million plus proceeds from stock option exercises of $245 million; partially offset by special dividend and dividend equivalent payments of $2,038 million.
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.
The Secured Notes are structurally subordinated to all of the liabilities of TransDigm’s non-guarantor subsidiaries. 26 Table of Contents 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.
The following tables present selected balance sheet, cash flow and other financial data relevant to the liquidity or capital resources of the Company for the periods specified below (amounts in millions): September 30, 2024 September 30, 2023 Selected Balance Sheet Data: Cash and cash equivalents $ 6,261 $ 3,472 Working capital (Total current assets less total current liabilities) 3,690 5,159 Total assets 25,586 19,970 Total debt (1) 24,880 19,750 TD Group stockholders’ deficit (6,290) (1,984) (1) Includes debt issuance costs and original issue discount and premiums.
The following tables present selected balance sheet, cash flow and other financial data relevant to the liquidity or capital resources of the Company for the periods specified below (amounts in millions): September 30, 2025 September 30, 2024 Selected Balance Sheet Data: Cash and cash equivalents $ 2,808 $ 6,261 Working capital (Total current assets less total current liabilities) 4,830 3,690 Total assets 22,909 25,586 Total debt (1) 30,015 24,880 TD Group stockholders’ deficit (9,686) (6,290) (1) Includes debt issuance costs and original issue discount.
Net cash used in investing activities was $2,441 million during fiscal 2024, consisting of $2,347 million from the acquisitions of Raptor Scientific, CPI's Electron Device Business, SEI, FPT and certain product lines completed during fiscal 2024, capital expenditures of $165 million; partially offset by other investing transactions of $71 million.
Net cash used in investing activities was $2,441 million during fiscal 2024, consisting of $2,347 million from the acquisitions of Raptor Scientific, the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”) and other acquisitions of businesses completed during fiscal 2024 and capital expenditures of $165 million; partially offset by other investing transactions, net, of $71 million.
We believe our cash provided by operating activities and available borrowing capacity will enable us to make strategic business acquisitions, pay special dividends to our shareholders and make opportunistic investments in our own stock, subject to any restrictions in our existing credit agreement and market conditions.
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. The Company may issue additional debt if prevailing market conditions are favorable to doing so.
(4) Primarily represents foreign currency transaction (gains) or losses, payroll withholding taxes related to dividend equivalent payments and stock option exercises, non-service related pension costs, deferred compensation payments and other miscellaneous (income) expense. 41 Table of Contents The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined (in millions): Fiscal Years Ended September 30, 2024 2023 Net cash provided by operating activities $ 2,045 $ 1,375 Adjustments: Changes in assets and liabilities, net of effects from acquisitions and sales of businesses 272 415 Interest expense-net (1) 1,246 1,123 Income tax provision-current 490 414 Loss contract amortization 35 34 Non-cash stock and deferred compensation expense (2) (217) (157) Refinancing costs (3) (58) (56) EBITDA 3,813 3,148 Adjustments: Acquisition transaction and integration-related expenses (4) 70 18 Non-cash stock and deferred compensation expense (2) 217 157 Refinancing costs (3) 58 56 Other, net (5) 15 16 EBITDA As Defined $ 4,173 $ 3,395 (1) Represents interest expense, net of interest income, excluding the amortization of debt issuance costs and premium and discount on debt.
(4) Primarily represents foreign currency transaction gains or losses, payroll withholding taxes related to dividend equivalent payments and stock option exercises, non-service related pension costs, deferred compensation payments and other miscellaneous income or expense, such as gain on sale of business. 32 Table of Contents The following table sets forth a reconciliation of net cash provided by operating activities to EBITDA and EBITDA As Defined (in millions): Fiscal Years Ended September 30, 2025 2024 Net cash provided by operating activities $ 2,038 $ 2,045 Adjustments: Changes in assets and liabilities, net of effects from acquisitions and sales of businesses 558 302 Interest expense-net (1) 1,534 1,246 Income tax provision-current 565 490 Amortization of inventory step-up (10) (21) Loss contract amortization 51 35 Refinancing costs (2) (11) (58) Gain on sale of businesses, net 10 11 Non-cash stock and deferred compensation expense (3) (157) (217) Foreign currency exchange losses (10) (20) EBITDA 4,568 3,813 Adjustments: Acquisition transaction and integration-related expenses (4) 42 70 Non-cash stock and deferred compensation expense (3) 157 217 Refinancing costs (2) 11 58 Other, net (5) (18) 15 EBITDA As Defined $ 4,760 $ 4,173 (1) Represents interest expense, net of interest income, excluding the amortization of debt issuance costs and discount on debt.
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.
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.
Interest rate swaps, caps and collars used to hedge and offset, respectively, the variable interest rates on our term loans are further described in Note 19, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.
Interest rate swaps, caps and collars used to hedge and offset, respectively, the variable interest rates on our term loans are further described in Note 18, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. As of September 30, 2025, approximately 75% of our gross debt was fixed rate.
The change in accounts payable during fiscal 2024 was a use of cash of $11 million compared to a source of cash of $12 million in fiscal 2023. The change is due to the timing of payments to suppliers. Investing Activities.
The Company manages inventory levels in support of customer needs. The change in accounts payable during fiscal 2025 was a source of cash of $38 million compared to a use of cash of $11 million in fiscal 2024. The change is due to the timing of payments to suppliers. Investing Activities.
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.
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.
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.
The Company’s capital expenditures incurred from year-to-year are funded using existing cash on hand and are primarily for projects that are consistent with 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) such as automation projects. 24 Table of Contents 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.
Fiscal Years Ended September 30, 2024 2023 Selected Cash Flow and Other Financial Data: Cash flows provided by (used in): Operating activities $ 2,045 $ 1,375 Investing activities (2,441) (900) Financing activities 3,171 (16) Capital expenditures 165 139 Ratio of earnings to fixed charges (1) 2.7x 2.5x (1) For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes plus fixed charges.
Refer to Note 10, “Debt,” in the notes to the consolidated financial statements included herein for additional information. 22 Table of Contents Fiscal Years Ended September 30, 2025 2024 Selected Cash Flow and Other Financial Data: Cash flows provided by (used in): Operating activities $ 2,038 $ 2,045 Investing activities (595) (2,441) Financing activities (4,900) 3,171 Capital expenditures 222 165 Ratio of earnings to fixed charges (1) 2.7x 2.7x (1) For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges.
Interest expense-net increased $122 million, or 10.5%, to $1,286 million for the fiscal year ended September 30, 2024 from $1,164 million for the fiscal year ended September 30, 2023.
Interest expense-net increased $286 million, or 22.2%, to $1,572 million for the fiscal year ended September 30, 2025 from $1,286 million for the fiscal year ended September 30, 2024.
The use of cash was primarily attributable to the net redemptions of short-term and long-term debt, including fees, of $193 million, dividend equivalent payments of $38 million; partially offset by proceeds from stock option exercises of $215 million.
The use of cash was primarily attributable to special dividend and dividend equivalent payments of $9,629 million plus repurchases of common stock of $500 million; partially offset by the net proceeds of short-term and long-term debt, including fees, of $5,063 million plus proceeds from stock option exercises of $166 million.
This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets and possible exposures related to future tax audits. To the extent these estimates change, adjustments to deferred and accrued income taxes are made in the period in which the changes occur.
Income Taxes The Company estimates income taxes in each jurisdiction in which it operates. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets and possible exposures related to future tax audits.
Cost of sales increased by $525 million or 19.1%, to $3,268 million for the fiscal year ended September 30, 2024 compared to $2,743 million for the fiscal year ended September 30, 2023.
Cost of sales increased by $252 million or 7.7%, to $3,520 million for the fiscal year ended September 30, 2025 compared to $3,268 million for the fiscal year ended September 30, 2024.
Basic and diluted earnings per share from continuing operations was $25.62 for the fiscal year ended September 30, 2024 and $22.03 for the fiscal year ended September 30, 2023.
Basic and diluted earnings per share was $32.08 for the fiscal year ended September 30, 2025 and $25.62 for the fiscal year ended September 30, 2024.
Management believes that the quality and reasonableness of our most critical policies enable the fair presentation of our financial position and results of operations. However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions.
However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions. Below are those policies applied in preparing our financial statements that management believes are the most dependent on the application of estimates and assumptions.
Net income attributable to TD Group for the fiscal year ended September 30, 2023 of $1,298 million was decreased by dividend equivalents of $38 million, or $0.67 per share, resulting in net income applicable to TD Group common stockholders of $1,260 million. Business Segments Segment Net Sales .
Net income attributable to TD Group for the fiscal year ended September 30, 2025 of $2,074 million was decreased by dividend equivalents of $208 million, or $3.58 per share, resulting in net income applicable to TD Group common stockholders of $1,866 million.
DOD budgets have trended upwards as geopolitical challenges such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and military modernization efforts are driving demand. 25 Table of Contents Results of Operations The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in millions, except per share data): Fiscal Years Ended September 30, 2024 % of Net Sales 2023 % of Net Sales Net sales $ 7,940 100.0 % $ 6,585 100.0 % Cost of sales 3,268 41.2 % 2,743 41.7 % Selling and administrative expenses 980 12.3 % 780 11.8 % Amortization of intangible assets 161 2.0 % 139 2.1 % Income from operations 3,531 44.5 % 2,923 44.4 % Interest expense-net 1,286 16.2 % 1,164 17.7 % Refinancing costs 58 0.7 % 56 0.9 % Other income (28) (0.4) % (13) (0.2) % Income tax provision 500 6.3 % 417 6.3 % Income from continuing operations 1,715 21.6 % 1,299 19.7 % Less: Net income attributable to noncontrolling interests (1) % (1) % Net income attributable to TD Group $ 1,714 21.6 % $ 1,298 19.7 % Net income applicable to TD Group common stockholders $ 1,481 (1) 18.7 % $ 1,260 (1) 19.1 % Earnings per share attributable to TD Group common stockholders: Basic and diluted $ 25.62 (2) $ 22.03 (2) Cash dividends declared per common share $ 110.00 $ Weighted-average shares outstanding—basic and diluted 57.8 57.2 Other Data: EBITDA $ 3,813 (3) $ 3,148 (3) EBITDA As Defined $ 4,173 (3) 52.6 % $ 3,395 (3) 51.6 % (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 $233 million and $38 million for the fiscal years ended September 30, 2024 and 2023, respectively.
However, 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. 18 Table of Contents Results of Operations The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in millions, except per share data): Fiscal Years Ended September 30, 2025 % of Net Sales 2024 % of Net Sales Net sales $ 8,831 100.0 % $ 7,940 100.0 % Cost of sales 3,520 39.9 % 3,268 41.2 % Selling and administrative expenses 945 10.7 % 980 12.3 % Amortization of intangible assets 201 2.3 % 161 2.0 % Income from operations 4,165 47.2 % 3,531 44.5 % Interest expense-net 1,572 17.8 % 1,286 16.2 % Refinancing costs 11 0.1 % 58 0.7 % Other income (47) (0.5) % (28) (0.4) % Income tax provision 555 6.3 % 500 6.3 % Income from continuing operations 2,074 23.5 % 1,715 21.6 % Less: Net income attributable to noncontrolling interests % (1) % Net income attributable to TD Group $ 2,074 23.5 % $ 1,714 21.6 % Net income applicable to TD Group common stockholders $ 1,866 (1) 21.1 % $ 1,481 (1) 18.7 % Earnings per share attributable to TD Group common stockholders: Basic and diluted $ 32.08 (2) $ 25.62 (2) Cash dividends declared per common share $ 90.00 $ 110.00 Weighted-average shares outstanding—basic and diluted 58.2 57.8 Other Data: EBITDA $ 4,568 (3) $ 3,813 (3) EBITDA As Defined $ 4,760 (3) 53.9 % $ 4,173 (3) 52.6 % (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 $208 million and $233 million for the fiscal years ended September 30, 2025 and 2024, respectively.
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 November 2027 (fiscal 2028). The Company estimates its capital expenditures in fiscal year 2025 to be approximately 2.5% to 3.5% of net sales.
There is no maturity on any tranche of term loans or notes until August 2028 (fiscal 2028). The Company estimates its capital expenditures in fiscal year 2026 to be approximately 2.50% to 3.25% of net sales.
Cost of sales and the related percentage of net sales for the fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions): Fiscal Years Ended September 30, 2024 September 30, 2023 Change % Change Cost of sales - excluding costs below $ 3,241 $ 2,744 $ 497 18.1 % % of net sales 40.8 % 41.7 % Non-cash stock and deferred compensation expense 21 17 4 23.5 % % of net sales 0.3 % 0.3 % Inventory step-up amortization 21 2 19 950.0 % % of net sales 0.3 % % Foreign currency losses 20 14 6 42.9 % % of net sales 0.3 % 0.2 % Loss contract amortization (35) (34) (1) (2.9) % % of net sales (0.4) % (0.5) % Total cost of sales $ 3,268 $ 2,743 $ 525 19.1 % % of net sales 41.2 % 41.7 % Gross profit (Net sales less Total cost of sales) $ 4,672 $ 3,842 $ 830 21.6 % Gross profit percentage (Gross profit / Net sales) 58.8 % 58.3 % 27 Table of Contents Cost of sales during the fiscal year ended September 30, 2024 decreased as a percentage of net sales despite increased inflationary pressures through most of fiscal 2024.
Cost of sales and the related percentage of net sales for the fiscal years ended September 30, 2025 and 2024 were as follows (amounts in millions): Fiscal Years Ended September 30, 2025 September 30, 2024 Change % Change Cost of sales - excluding costs below $ 3,536 $ 3,241 $ 295 9.1 % % of net sales 40.0 % 40.8 % Non-cash stock and deferred compensation expense 15 21 (6) (28.6) % % of net sales 0.2 % 0.3 % Inventory step-up amortization 10 21 (11) (52.4) % % of net sales 0.1 % 0.3 % Foreign currency losses 10 20 (10) (50.0) % % of net sales 0.1 % 0.3 % Loss contract amortization (51) (35) (16) (45.7) % % of net sales (0.6) % (0.4) % Total cost of sales $ 3,520 $ 3,268 $ 252 7.7 % % of net sales 39.9 % 41.2 % Gross profit (Net sales less Total cost of sales) $ 5,311 $ 4,672 $ 639 13.7 % Gross profit percentage (Gross profit / Net sales) 60.1 % 58.8 % Cost of sales during the fiscal year ended September 30, 2025 decreased as a percentage of net sales.
The Company may issue additional debt if prevailing market conditions are favorable to doing so. In addition, the Company may increase its borrowings in connection with acquisitions, if cash flow from operating activities becomes insufficient to fund current operations or for other short-term cash needs or for common stock repurchases or special dividends.
In addition, the Company may increase its borrowings in connection with acquisitions, if cash flow from operating activities becomes insufficient to fund current operations or for other short-term cash needs or for common stock repurchases or dividends. Our future leverage will also be impacted by the then current conditions of the credit markets. Operating Activities .
The Company continues to actively manage its accounts receivable, the related agings and collection efforts. The change in inventories during fiscal 2024 was a use of cash of $104 million compared to a use of cash of $261 million in fiscal 2023.
The Company actively manages its accounts receivable, the related agings and collection efforts. The change in inventories during fiscal 2025 was a use of cash of $156 million compared to a use of cash of $104 million in fiscal 2024. The increase is due to an increase in raw materials to support the fiscal 2026 sales demand.
Our military business fluctuates from year-to-year, and is dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of Defense (“DOD”) procurement policy and the extent of global conflicts, such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas.
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 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.
EBITDA As Defined by segment for the fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions): Fiscal Years Ended September 30, 2024 % of Segment Net Sales 2023 % of Segment Net Sales Change % Change Power & Control $ 2,236 56.7 % $ 1,866 56.3 % $ 370 19.8 % Airframe 1,962 51.5 % 1,547 50.0 % 415 26.8 % Non-aviation 81 42.6 % 71 40.6 % 10 14.1 % Total segment EBITDA As Defined 4,279 53.9 % 3,484 52.9 % 795 22.8 % Less: Unallocated corporate EBITDA As Defined 106 1.3 % (1) 89 1.3 % (1) 17 19.1 % Total Company EBITDA As Defined $ 4,173 52.6 % (1) $ 3,395 51.6 % (1) $ 778 22.9 % (1) Calculated as a percentage of consolidated net sales.
EBITDA As Defined by segment for the fiscal years ended September 30, 2025 and 2024 were as follows (amounts in millions): Fiscal Years Ended September 30, 2025 % of Segment Net Sales 2024 % of Segment Net Sales Change % Change Power & Control $ 2,595 56.9 % $ 2,251 56.8 % $ 344 15.3 % Airframe 2,210 53.7 % 1,962 51.5 % 248 12.6 % Non-aviation 67 41.9 % 66 40.0 % 1 1.5 % Total segment EBITDA As Defined 4,872 55.2 % 4,279 53.9 % 593 13.9 % Less: Unallocated corporate EBITDA As Defined 112 1.3 % (1) 106 1.3 % (1) 6 5.7 % Total Company EBITDA As Defined $ 4,760 53.9 % (1) $ 4,173 52.6 % (1) $ 587 14.1 % (1) Calculated as a percentage of consolidated net sales.
If the Company has excess cash, it generally prioritizes allocating the excess cash in the following manner: (1) capital spending at existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt.
In November 2025, the Board of Directors authorized an additional $5,000 million in share repurchases of common stock permissible under the Company’s existing stock repurchase program, subject to any restrictions specified in the Credit Agreement and indentures governing the existing Subordinated and Secured Notes. * * * * * If the Company has excess cash, it generally prioritizes allocating the excess cash in the following manner: (1) capital spending at existing businesses, (2) acquisitions of businesses, (3) payment of a special dividend and/or repurchases of our common stock and (4) prepayment of indebtedness or repurchase of debt.
Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions): Fiscal Years Ended % Change Net Sales September 30, 2024 September 30, 2023 Change Organic sales $ 7,629 $ 6,562 $ 1,067 16.2 % Acquisition sales 311 23 288 4.4 % Net sales $ 7,940 $ 6,585 $ 1,355 20.6 % Organic sales represent net sales from existing businesses owned by the Company, excluding sales from acquisitions.
Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, 2025 and 2024 were as follows (amounts in millions): Fiscal Years Ended % Change Net Sales September 30, 2025 September 30, 2024 Change Organic sales $ 8,510 $ 7,895 $ 615 7.7 % Acquisition sales 321 45 276 3.5 % Net sales $ 8,831 $ 7,940 $ 891 11.2 % Organic sales represent net sales from existing businesses owned by the Company, excluding sales from acquisitions.
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.
(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. 19 Table of Contents Changes in Results of Operations Fiscal year ended September 30, 2025 compared with fiscal year ended September 30, 2024 Total Company Net Sales .
The Subordinated 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 table set forth in Exhibit 22.1 filed with this Form 10-K details the primary obligors and guarantors.
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 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 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.
The increase in organic sales of $1,067 million for the fiscal year ended September 30, 2024 compared to the fiscal year ended September 30, 2023 is primarily related to increases in defense sales ($486 million, an increase of 18.9%), commercial OEM sales ($294 million, an increase of 20.4%) and commercial aftermarket sales ($253 million, an increase of 12.0%).
The increase in organic sales of $615 million for the fiscal year ended September 30, 2025 compared to the fiscal year ended September 30, 2024 is primarily related to increases in defense and commercial aftermarket. Cost of Sales and Gross Profit .
Dividend and Dividend Equivalent Payments During the first and fourth quarters of fiscal 2024, TD Group's Board of Directors authorized and declared special cash dividends of $35.00 and $75.00, respectively, on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.
On August 20, 2025, the Company's Board of Directors authorized and declared a special cash dividend of $90.00 per outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.
(2) Refer to the Description of Senior Secured Term Loans and Indentures section for information on the maturity date of each tranche of term loans. The Term Loans Facility requires quarterly aggregate principal payments of $22 million.
(2) Refer to Note 10, “Debt,” in the notes to the consolidated financial statements included herein for information on the maturity date of each tranche of term loans. The Term Loans Facility requires quarterly aggregate principal payments of approximately $28 million.
The change in trade accounts receivable during fiscal 2024 was a use of cash of $84 million compared to a use of cash of $212 million in fiscal 2023.
The Company generated $2,038 million of net cash from operating activities during fiscal 2025 compared to $2,045 million during fiscal 2024. The change in trade accounts receivable during fiscal 2025 was a use of cash of $212 million compared to a use of cash of $84 million in fiscal 2024. The increase is primarily attributable to increased revenue.
Consistent with prior years, our fiscal 2025 shipments will be a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus. In fiscal 2024, we experienced improved sales in the commercial OEM sector primarily due to increased aircraft production by Boeing and Airbus.
Consistent with prior years, our fiscal 2025 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 are working to increase aircraft production.
The increase in interest expense-net was primarily due to an increase in the base rate, Term Secured Overnight Financing Rate (“Term SOFR”), to the portion of our variable rate debt that is not hedged (refer to Note 19, “Derivatives and Hedging Activities” in the notes to the consolidated financial statements for information on our hedges), as well as an increase in outstanding borrowings (refer to Note 10, “Debt” in the notes to the consolidated financial statements for information on our debt).
The increase in interest expense-net was primarily due to an increase in outstanding borrowings (refer to Note 10, “Debt” in the notes to the consolidated financial statements for information on our debt) and a decrease in interest income.
Total cash payments, funded by a combination of $3,000 million in new senior secured debt (as previously noted) and existing cash on hand, related to the special dividend and dividend equivalents were approximately $4,348 million. These payments were made in October 2024.
The total cash payment in October 2024 (fiscal 2025) of special dividend and dividend equivalents from this declaration, which was funded by a combination of (i) $3,000 million in new senior secured debt issued on September 19, 2024; and (ii) existing cash on hand, was approximately $4,216 million in special dividends and $132 million in cash dividend equivalent payments.
The revolving commitments consist of two tranches which include up to $139 million of multicurrency revolving commitments. At September 30, 2024, the Company had $67 million in letters of credit outstanding and $843 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%.
At September 30, 2025, the Company had $53 million in letters of credit outstanding and $857 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.
Indentures The following table represents the senior subordinated and secured notes outstanding as of September 30, 2024: Description Aggregate Principal Maturity Date Interest Rate 5.50% 2027 Notes $2,650 million November 15, 2027 5.50% 2028 Secured Notes $2,100 million August 15, 2028 6.75% 4.625% 2029 Notes $1,200 million January 15, 2029 4.625% 2029 Secured Notes $2,750 million March 1, 2029 6.375% 4.875% 2029 Notes $750 million May 1, 2029 4.875% 2030 Secured Notes $1,450 million December 15, 2030 6.875% 2031 Secured Notes $1,000 million December 1, 2031 7.125% 2032 Secured Notes $2,200 million March 1, 2032 6.625% 2033 Secured Notes $1,500 million January 15, 2033 6.00% The 5.50% 2027 Notes, the 4.625% 2029 Notes and the 4.875% 2029 Notes (collectively, the “Subordinated Notes”) were issued at a price of 100.00% of the principal amount.
Refer to Note 18, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein for information about how our interest rate swaps, cap and collar agreements are used to hedge and offset, respectively, the variable interest rate portion of our debt. 25 Table of Contents Indentures The following table represents the senior subordinated and secured notes outstanding as of September 30, 2025: Description Aggregate Principal Maturity Date Interest Rate 2028 Secured Notes (2) $2,100 million August 15, 2028 6.750% 4.625% 2029 Notes (1) $1,200 million January 15, 2029 4.625% 2029 Secured Notes (2) $2,750 million March 1, 2029 6.375% 4.875% 2029 Notes (1) $750 million May 1, 2029 4.875% 2030 Secured Notes (2) $1,450 million December 15, 2030 6.875% 2031 Secured Notes (2) $1,000 million December 1, 2031 7.125% 2032 Secured Notes (2) $2,200 million March 1, 2032 6.625% 2033 Secured Notes (2) $1,500 million January 15, 2033 6.000% 6.375% 2033 Notes (1) $2,650 million May 31, 2033 6.375% 2034 Secured Notes (2) $500 million January 31, 2034 6.250% 6.750% 2034 Notes (1) $2,000 million January 31, 2034 6.750% (1) Collectively, referred to as the “Subordinated Notes” herein.
As of September 30, 2024, the Company was in compliance with all of its debt covenants and expects to remain in compliance with its debt covenants in subsequent periods. Trade Receivable Securitization Facility During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization Facility”).
As of September 30, 2025, the Company was in compliance with all of its debt covenants and expects to remain in compliance with its debt covenants in subsequent periods. 27 Table of Contents Trade Receivable 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.
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, which contributed to the gross profit as a percentage of net sales increasing by 0.5 percentage points to 58.8% for the fiscal year ended September 30, 2024 from 58.3% for the fiscal year ended September 30, 2023.
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 higher production volume. Foreign exchange rates continue to fluctuate; the loss is primarily attributable to the continued weakening of the U.S. dollar.
This was partially offset by a $52 million increase in interest income. The weighted average interest rate for cash interest payments on total borrowings outstanding for the fiscal year ended September 30, 2024 was 6.3% compared to 6.2% for the fiscal year ended September 30, 2023. Refinancing Costs.
The weighted average interest rate for cash interest payments on total borrowings outstanding was 6.3% for the fiscal years ended September 30, 2025 and September 30, 2024. Income Tax Provision.
Income tax expense as a percentage of income before income taxes was approximately 22.6% for the fiscal year ended September 30, 2024 compared to 24.3% for the fiscal year ended September 30, 2023.
Income tax expense as a percentage of income before income taxes was approximately 21.1% for the fiscal year ended September 30, 2025 compared to 22.6% for the fiscal year ended September 30, 2024. Refer to Note 12, “Income Taxes”, in the notes to the consolidated financial statements included herein for additional information. Earnings per Share .
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.
The maturity date of the revolving credit facility is February 27, 2029.
Contractual Obligations and Commitments The following table summarizes the Company’s cash requirements from all significant contractual obligations as of September 30, 2024 (in millions): Total Payment Due by Period Contractual Less than Between Between Over Obligations 1 Year 1-3 Years 3-5 Years 5 Years Senior Subordinated and Secured Notes (1) $ 15,600 $ $ $ 9,450 $ 6,150 Term Loans Facility (2) 8,702 88 176 1,951 6,487 Scheduled interest payments (3) 8,071 1,524 2,916 2,194 1,437 Pension funding minimums (4) 128 12 24 26 66 Securitization Facility (5) 487 487 Finance leases 541 20 43 46 432 Operating leases 75 22 28 12 13 Total contractual cash obligations $ 33,604 $ 2,153 $ 3,187 $ 13,679 $ 14,585 (1) Represents principal maturities which excludes interest, debt issuance costs and original issue discount.
Contractual Obligations and Commitments The following table summarizes the Company’s cash requirements from all significant contractual obligations as of September 30, 2025 (in millions): Total Payment Due by Period Contractual Less than Between Between Over Obligations 1 Year 1-3 Years 3-5 Years 5 Years Senior Subordinated and Secured Notes (1) $ 18,100 $ $ 2,100 $ 4,700 $ 11,300 Term Loans Facility (2) 11,124 112 224 3,590 7,198 Scheduled interest payments (3) 10,144 1,865 3,531 2,761 1,987 Securitization Facility 725 725 Finance leases 562 22 51 52 437 Operating leases 81 19 28 14 20 Total contractual cash obligations $ 40,736 $ 2,743 $ 5,934 $ 11,117 $ 20,942 (1) Represents principal maturities which excludes interest, debt issuance costs and original issue discount.
Corporate EBITDA as Defined is consistent as a percentage of net sales in fiscal 2024 compared to fiscal 2023. 30 Table of Contents Fiscal year ended September 30, 2023 compared with fiscal year ended September 30, 2022 For our results of operations for fiscal 2023 compared with fiscal 2022, refer to the discussion in Item 7.
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. Fiscal year ended September 30, 2024 compared with fiscal year ended September 30, 2023 For our results of operations for fiscal 2024 compared with fiscal 2023, refer to the discussion in Item 7.
Net sales by segment for the fiscal years ended September 30, 2024 and 2023 were as follows (amounts in millions): Fiscal Years Ended September 30, 2024 % of Net Sales 2023 % of Net Sales Change % Change Power & Control $ 3,941 49.6 % $ 3,316 50.3 % $ 625 18.8 % Airframe 3,809 48.0 % 3,094 47.0 % 715 23.1 % Non-aviation 190 2.4 % 175 2.7 % 15 8.6 % Net sales $ 7,940 100.0 % $ 6,585 100.0 % $ 1,355 20.6 % 29 Table of Contents Net sales for the Power & Control segment increased $625 million, an increase of 18.8%, for the fiscal year ended September 30, 2024 compared to the fiscal year ended September 30, 2023.
Net sales by segment for the fiscal years ended September 30, 2025 and 2024 were as follows (amounts in millions): Fiscal Years Ended September 30, 2025 % of Net Sales 2024 % of Net Sales Change % Change Power & Control $ 4,559 51.6 % $ 3,966 49.9 % $ 593 15.0 % Airframe 4,112 46.6 % 3,809 48.0 % 303 8.0 % Non-aviation 160 1.8 % 165 2.1 % (5) (3.0) % Net sales $ 8,831 100.0 % $ 7,940 100.0 % $ 891 11.2 % Net sales for the Power & Control segment increased $593 million primarily from increases in organic sales in defense, commercial aftermarket and commercial OEM.
As of September 30, 2024, the Company had $67 million in letters of credit outstanding. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which often requires the judgment of management in the selection and application of certain accounting principles and methods.
Letters of credit are subject to limits based on amounts outstanding under the Company’s revolving credit facility. As of September 30, 2025, the Company had $53 million in letters of credit outstanding. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S.
In addition, interest payments include the impact of the existing interest rate swap, cap and collar agreements described in Note 19, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. (4) Represents future benefit payments expected to be paid from the pension and post-retirement benefit plans or from the Company’s assets.
In addition, interest payments include the impact of the existing interest rate swap and collar agreements described in Note 18, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. Off-Balance Sheet Arrangements The Company utilizes letters of credit to back certain payment and performance obligations.
The increase in commercial aftermarket sales is primarily attributable to the continued recovery in commercial air travel demand and the resulting higher flight hours and utilization of aircraft in fiscal 2024 compared to fiscal 2023, particularly internationally.
In fiscal 2025, demand for air travel remained strong both domestically and internationally. Commercial aftermarket sales increased in fiscal 2025 compared to fiscal 2024 primarily due to the overall 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBecause our consolidated financial statements are presented in U.S. dollars, increases or decreases in the value of the U.S. dollar relative to other currencies in which we transact business could materially adversely affect our net sales, net income and the carrying values of our assets located outside the U.S. Global economic uncertainty continues to exist.
Biggest changeBecause our consolidated financial statements are presented in U.S. dollars, increases or decreases in the value of the U.S. dollar relative to other currencies in which we transact business could materially adversely affect our net sales, net income and the carrying values of our assets located outside the U.S.
Interest rate swaps, caps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note 19, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. We do not hold or issue derivative instruments for speculative purposes.
Interest rate swaps, caps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note 18, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. We do not hold or issue derivative instruments for speculative purposes.
Our Securitization Facility bears interest at a rate of three-month Term SOFR plus 1.45%. Accordingly, the Company’s cash flows and earnings will be exposed to the market risk of interest rate changes resulting from variable rate borrowings under our term loans.
Our Securitization Facility bears interest at a rate of three-month Term SOFR plus 1.35%. Accordingly, the Company’s cash flows and earnings will be exposed to the market risk of interest rate changes resulting from variable rate borrowings under our term loans.
For information about the fair value of the aggregate principal amount of borrowings under our term loans and the fair value of the senior secured and subordinated notes, refer to Note 18, “Fair Value Measurements,” in the notes to the consolidated financial statements included herein.
For information about the fair value of the aggregate principal amount of borrowings under our term loans and the fair value of the senior secured and subordinated notes, refer to Note 11, “Fair Value Measurements,” in the notes to the consolidated financial statements included herein.
The foreign currency forward exchange contracts entered into by the Company are described in Note 19, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, 2024.
The foreign currency forward exchange contracts entered into by the Company are described in Note 18, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein. A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, 2025.
As of September 30, 2024, approximately 77% of our gross debt was fixed rate. The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our Term Loans Facility and Securitization Facility by approximately $30 million based on the amount of outstanding borrowings at September 30, 2024.
As of September 30, 2025, approximately 75% of our gross debt was fixed rate. The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our Term Loans Facility and Securitization Facility by approximately $57 million based on the amount of outstanding borrowings at September 30, 2025.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk At September 30, 2024, we had borrowings under our Term Loans Facility, which consists of four tranches of term loans of approximately $8,702 million, as well as $487 million from the Securitization Facility, that are subject to interest rate risk, particularly movements in Term SOFR.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk At September 30, 2025, we had borrowings under our Term Loans Facility, which consists of four tranches of term loans of approximately $11,124 million, as well as $725 million from the Securitization Facility, that are subject to interest rate risk, particularly movements in Term SOFR.
The weighted average interest rate on the $8,702 million of term loans and the $487 million drawn on the Securitization Facility at September 30, 2024 was 6.5%.
The weighted average interest rate on the $11,124 million of the term loans and the $725 million drawn on the Securitization Facility at September 30, 2025 was approximately 6.3%.

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