Item 8. AND ITEM 15(a) (1)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

			Page
Financial Statements:
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of September 30, 2021 and 2020			F-3
Consolidated Statements of Income for Fiscal Years Ended September 30, 2021, 2020 and 2019			F-4
Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, 2021, 2020 and 2019			F-5
Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, 2021, 2020 and 2019			F-6
Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, 2021, 2020 and 2019			F-7
Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, 2021, 2020 and 2019			F-8 to F-45
Supplementary Data:
Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, 2021, 2020 and 2019			F-46

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

TransDigm Group Incorporated

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the Company) as of September 30, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three years in the period ended September 30, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 16, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

						Valuation of goodwill and indefinite-lived intangible assets
Description of the Matter						At September 30, 2021, the Company had goodwill and indefinite-lived intangible assets of $8.6 billion and $983 million, respectively. As discussed in Note 3 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are tested for impairment annually as of the first day of the fourth quarter or more frequently if indicators of impairment exist. The Company’s goodwill is initially assigned to its reporting units as of the acquisition date. The Company’s indefinite-lived intangible assets consist of acquired trademarks and trade names. Management performs an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount. If management concludes the qualitative assessment is not sufficient to conclude on whether it is more likely than not that the fair value is less than the carrying amount, a quantitative impairment test is performed. Management performed a quantitative assessment on the goodwill and indefinite-lived intangible assets at 16 of its reporting units. As part of the quantitative assessment, the Company determines the fair value of the reporting units and indefinite-lived intangible assets through the use of a discounted cash flow valuation model. Auditing management’s quantitative impairment assessment was complex and judgmental for certain of the 16 reporting units and their indefinite-lived intangible assets due to the significant estimation required to determine fair value. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the discount rate, revenue growth rates and EBITDA margins, which are affected by expectations about future market or economic conditions.

F-1

How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment process, including controls over management’s review of the valuation model and the significant assumptions underlying the fair value determination, as described above. To test the fair values of the Company’s reporting units and indefinite-lived intangible assets, our audit procedures included, among others, assessing the use of the discounted cash flow valuation model and testing the significant assumptions discussed above and underlying data used by the Company in its analyses for certain of the 16 reporting units and their indefinite-lived intangible assets evaluated using the quantitative assessment. We utilized internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of certain assumptions selected by management in the determination of the fair values of certain of the 16 reporting units and their indefinite-lived intangible assets. We compared the significant assumptions used by management to current industry and economic trends, recent historical performance, and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in fair values that would result from changes in the assumptions.
						Valuation of intangible assets and loss contract reserves in the Acquisition of Cobham Aero Connectivity
Description of the Matter						As discussed in Note 2 to the consolidated financial statements, during the second quarter of fiscal 2021, the Company completed the acquisition of the Cobham Aero Connectivity business (“CAC”) for a total purchase price of $945 million. The acquisition was accounted for using the acquisition method of accounting. The Company made an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities resulting in the recognition of customer relationships and technology intangible assets of $101 million and $178 million, respectively, and loss contract reserves of $80.6 million for acquired ongoing long-term contracts with customers that were incurring losses. Auditing management’s accounting for its acquisition of CAC was complex because the customer relationships and technology intangible assets and loss contract reserves recognized were material to the consolidated financial statements and the estimates of fair value involved subjectivity. The subjectivity was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business. The Company used discounted cash flow models to measure the intangible assets and loss contract reserves. The significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates and EBITDA margins). The significant assumptions used to estimate the fair value of the loss contract reserves included discount rates and forecasted costs to be incurred under the long-term contracts and at-market bid prices for respective contracts. These significant assumptions are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for the acquisition of CAC, including recognition and measurement of the intangible assets acquired and loss contract reserves assumed. For example, we tested controls over the recognition and measurement of customer relationships, technology, and loss contract reserves, including management’s review of the methods and significant assumptions used to develop such fair value estimates. To test the estimated fair values of the customer relationships and technology intangible assets and the loss contract reserves, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company’s valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We also performed sensitivity analyses to evaluate the changes in the fair value of such intangible assets and loss contract reserves that would result from changes in the significant assumptions. We involved valuation and contract specialists to assist with our evaluation of the methodology used by the Company and certain significant assumptions included in the fair value estimates. For example, when evaluating the assumptions related to the revenue growth rates and EBITDA margins, we compared the assumptions to the past performance of CAC and current industry trends. When evaluating the assumptions used to determine the fair value of the loss contract reserves, we evaluated at-market bid prices, historical costs incurred under the long-term contract and forecasted costs to be incurred. Furthermore, we evaluated the Company’s disclosures in the consolidated financial statements in relation to the CAC acquisition.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2004.

Cleveland, Ohio

November 16, 2021

F-2

TRANSDIGM GROUP INCORPORATED

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2021 AND 2020

(Amounts in millions, except share amounts)

			2021						2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	4,787					$	4,717
Trade accounts receivable—Net			791						720
Inventories—Net			1,185						1,283
Prepaid expenses and other			267						240
Total current assets			7,030						6,960
PROPERTY, PLANT AND EQUIPMENT—NET			770						752
GOODWILL			8,568						7,889
OTHER INTANGIBLE ASSETS—NET			2,791						2,610
DEFERRED INCOME TAXES			—						17
OTHER			156						167
TOTAL ASSETS			$	19,315					$	18,395
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt			$	277					$	276
Short-term borrowings—trade receivable securitization facility			349						349
Accounts payable			227						218
Accrued and other current liabilities			810						773
Total current liabilities			1,663						1,616
LONG-TERM DEBT			19,372						19,384
DEFERRED INCOME TAXES			485						430
OTHER NON-CURRENT LIABILITIES			705						933
Total liabilities			22,225						22,363
TD GROUP STOCKHOLDERS’ DEFICIT:
Common stock - $.01 par value; authorized 224,400,000 shares; issued 59,403,100 and 58,612,028 at September 30, 2021 and September 30, 2020, respectively			1						1
Additional paid-in capital			1,830						1,581
Accumulated deficit			(3,705)						(4,359)
Accumulated other comprehensive loss			(248)						(401)
Treasury stock, at cost; 4,198,226 shares at September 30, 2021 and September 30, 2020, respectively			(794)						(794)
Total TD Group stockholders’ deficit			(2,916)						(3,972)
NONCONTROLLING INTERESTS			6						4
Total stockholders’ deficit			(2,910)						(3,968)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	19,315					$	18,395

See notes to consolidated financial statements

F-3

TRANSDIGM GROUP INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions, except per share amounts)

			Fiscal Years Ended September 30,
			2021						2020						2019
NET SALES			$	4,798					$	5,103					$	5,223
COST OF SALES			2,285						2,456						2,414
GROSS PROFIT			2,513						2,647						2,809
SELLING AND ADMINISTRATIVE EXPENSES			685						727						748
AMORTIZATION OF INTANGIBLE ASSETS			137						169						135
INCOME FROM OPERATIONS			1,691						1,751						1,926
INTEREST EXPENSE—NET			1,059						1,029						859
REFINANCING COSTS			37						28						3
OTHER (INCOME) EXPENSE			(51)						(46)						1
GAIN ON SALE OF BUSINESSES—NET			(69)						—						—
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			715						740						1,063
INCOME TAX PROVISION			34						87						222
INCOME FROM CONTINUING OPERATIONS			681						653						841
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX			—						47						51
NET INCOME			681						700						892
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS			(1)						(1)						(2)
NET INCOME ATTRIBUTABLE TO TD GROUP			$	680					$	699					$	890
NET INCOME APPLICABLE TO TD GROUP COMMON STOCKHOLDERS			$	607					$	514					$	779
Earnings per share attributable to TD Group common stockholders:
Earnings per share from continuing operations—basic and diluted			$	10.41					$	8.14					$	12.94
Earnings per share from discontinued operations—basic and diluted			—						0.82						0.90
Earnings per share			$	10.41					$	8.96					$	13.84
Cash dividends paid per common share			$	—					$	32.50					$	30.00
Weighted-average shares outstanding:
Basic and diluted			58.4						57.3						56.3

See notes to consolidated financial statements

F-4

TRANSDIGM GROUP INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

			Fiscal Years Ended September 30,
			2021						2020						2019
Net income			$	681					700						892
Less: Net income attributable to noncontrolling interests			(1)						(1)						(2)
Net income attributable to TD Group			680						699						890
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			90						76						(115)
Unrealized gain (loss) on derivatives			73						(130)						(239)
Pensions and other postretirement benefits			(10)						32						(29)
Other comprehensive income (loss), net of tax, attributable to TD Group			153						(22)						(383)
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO TD GROUP			$	833					$	677					$	507

See notes to consolidated financial statements

F-5

TRANSDIGM GROUP INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Amounts in millions, except share and per share amounts)

			TD Group Stockholders
			Common Stock												Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Treasury Stock
			Number of Shares						Common Stock						Number of Shares						Value						Non-controlling Interests						Total
BALANCE—September 30, 2018			56,895,686						$	1					$	1,209					$	(2,247)					$	4					(4,161,326)						$	(775)					—						$	(1,808)
Cumulative effect of ASC 606, adopted October 1, 2018			—						—						—						3						—						—						—						—						3
Cumulative effect of ASU 2018-02, adopted October 1, 2018			—						—						—						2						(2)						—						—						—						—
Changes in noncontrolling interest of consolidated subsidiaries, net			—						—						—						—						—						—						—						8						8
Special dividends and vested dividend equivalents declared			—						—						—						(1,688)						—						—						—						—						(1,688)
Accrued unvested dividend equivalents and other			—						—						—						(80)						—						—						—						—						(80)
Compensation expense recognized for employee stock options			—						—						88						—						—						—						—						—						88
Exercise of employee stock options			726,750						—						82						—						—						—						—						—						82
Common stock issued			875						—						—						—						—						—						—						—						—
Net income attributable to TD Group			—						—						—						890						—						—						—						2						892
Foreign currency translation adjustments, net of tax			—						—						—						—						(115)						—						—						—						(115)
Unrealized loss on derivatives, net of tax			—						—						—						—						(237)						—						—						—						(237)
Pensions and other postretirement benefits adjustments, net of tax			—						—						—						—						(29)						—						—						—						(29)
BALANCE—September 30, 2019			57,623,311						$	1					$	1,379					$	(3,120)					$	(379)					(4,161,326)						$	(775)					$	10					$	(2,884)
Changes in noncontrolling interest of consolidated subsidiaries, net			—						—						—						—						—						—						—						(6)						(6)
Special dividends and vested dividend equivalents declared			—						—						—						(1,864)						—						—						—						—						(1,864)
Accrued unvested dividend equivalents and other			—						—						—						(74)						—						—						—						—						(74)
Compensation expense recognized for employee stock options			—						—						86						—						—						—						—						—						86
Exercise of employee stock options			988,717						—						116						—						—						—						—						—						116
Treasury stock purchased			—						—						—						—						—						(36,900)						(19)						—						(19)
Net income attributable to TD Group			—						—						—						699						—						—						—						—						699
Foreign currency translation adjustments, net of tax			—						—						—						—						76						—						—						—						76
Unrealized loss on derivatives, net of tax			—						—						—						—						(130)						—						—						—						(130)
Pensions and other postretirement benefits adjustments, net of tax			—						—						—						—						32						—						—						—						32
BALANCE—September 30, 2020			58,612,028						$	1					$	1,581					$	(4,359)					$	(401)					(4,198,226)						$	(794)					$	4					$	(3,968)
Changes in noncontrolling interest of consolidated subsidiaries, net			—						—						—						—						—						—						—						2						2
Accrued unvested dividend equivalents and other			—						—						—						(26)						—						—						—						—						(26)
Compensation expense recognized for employee stock options			—						—						121						—						—						—						—						—						121
Exercise of employee stock options			791,072						—						128						—						—						—						—						—						128
Net income attributable to TD Group			—						—						—						680						—						—						—						—						680
Foreign currency translation adjustments, net of tax			—						—						—						—						90						—						—						—						90
Unrealized gain on derivatives, net of tax			—						—						—						—						73						—						—						—						73
Pensions and other postretirement benefits adjustments, net of tax			—						—						—						—						(10)						—						—						—						(10)
BALANCE—September 30, 2021			59,403,100						$	1					$	1,830					$	(3,705)					$	(248)					(4,198,226)						$	(794)					$	6					$	(2,910)

See notes to consolidated financial statements

F-6

TRANSDIGM GROUP INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

			Fiscal Years Ended September 30,
			2021						2020						2019
OPERATING ACTIVITIES:
Net income			$	681					$	700					$	892
Income from discontinued operations, net of tax			—						(47)						(51)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			115						114						91
Amortization of intangible assets and product certification costs			138						169						135
Amortization of debt issuance costs, original issue discount and premium			34						33						28
Amortization of inventory step-up			6						—						77
Amortization of loss contract reserves			(55)						(36)						(38)
Refinancing costs			37						28						3
Gain on sale of businesses, net			(69)						—						—
Non-cash stock compensation expense			129						93						93
Deferred income taxes			34						24						—
Foreign currency exchange loss (gain)			11						22						(5)
Gain on insurance proceeds from fire			(24)						—						—
Changes in assets/liabilities, net of effects from acquisitions and sales of businesses:
Trade accounts receivable			(78)						352						(82)
Inventories			79						(62)						(36)
Income taxes receivable			(63)						(144)						(3)
Other assets			(33)						(16)						(27)
Accounts payable			3						(62)						(1)
Accrued interest			14						85						(4)
Accrued and other liabilities			(46)						(40)						(57)
Net cash provided by operating activities			913						1,213						1,015
INVESTING ACTIVITIES:
Capital expenditures			(105)						(105)						(102)
Acquisition of businesses, net of cash acquired			(963)						—						(3,976)
Net proceeds from sale of businesses			259						904						189
Insurance proceeds for fixed assets damaged from fire			24						—						—
Net cash (used in) provided by investing activities			(785)						799						(3,889)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options			128						116						82
Dividends and dividend equivalent payments			(73)						(1,928)						(1,712)
Treasury stock purchases			—						(19)						—
Proceeds from issuances of senior secured and subordinated notes, net			1,932						4,114						4,480
Repayments of senior subordinated notes, net			(1,982)						(1,167)						(550)
Proceeds from revolving credit facility			200						200						—
Repayment on revolving credit facility			(200)						—						—
Proceeds from trade receivable securitization facility, net			—						—						49
Repayment on term loans			(75)						(75)						(77)
Financing costs and other, net			—						(11)						(1)
Net cash (used in) provided by financing activities			(70)						1,230						2,271
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			12						8						(3)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			70						3,250						(606)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			4,717						1,467						2,073
CASH AND CASH EQUIVALENTS, END OF PERIOD			$	4,787					$	4,717					$	1,467
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest			$	1,008					$	923					$	878
Cash paid during the period for income taxes, net of refunds			$	83					$	223					$	215

See notes to consolidated financial statements

F-7

TRANSDIGM GROUP INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FISCAL YEARS ENDED SEPTEMBER 30, 2021, 2020 AND 2019

1. DESCRIPTION OF THE BUSINESS AND IMPACT OF COVID-19 PANDEMIC

Description of the Business – TD Group, through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly every commercial and military aircraft in service today. TransDigm Inc., along with TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the “Company” or “TransDigm”), offers a broad range of proprietary aerospace products. TD Group has no significant assets or operations other than its 100% ownership of TransDigm Inc. TD Group’s common stock is listed on the New York Stock Exchange, or the NYSE, under the trading symbol “TDG.”

TransDigm's major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, databus and power controls, cockpit security components and systems, specialized and advanced cockpit displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety restraints, engineered and customized interior surfaces and related components, advanced sensor products, switches and relay panels, thermal protection and insulation, lighting and control technology, parachutes, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.

COVID-19 Pandemic Restructuring Costs – The commercial aerospace industry continues to be significantly disrupted, both domestically and internationally, by the COVID-19 pandemic resulting in ongoing business challenges. While global vaccination efforts are underway and commercial air travel demand has shown slight signs of recovery in recent months, the continued impact of COVID-19, including any increases in infection rates, new variants, vaccination efficacy and renewed governmental action to slow the spread of COVID-19 cannot be estimated. Material actions to reduce costs in response to the impact that the pandemic has had on operating results include: (1) reducing the Company's workforce to align operations with customer demand through a reduction in force or through a realignment of certain business units; (2) implementing unpaid furloughs and salary reductions; (3) delaying non-essential capital projects and (4) minimizing discretionary spending.

For the fiscal year ended September 30, 2021, COVID-19 restructuring costs of approximately $36 million were incurred, of which $26 million was recorded in cost of sales and $10 million was recorded in selling and administrative expenses on the consolidated statements of income. For the fiscal year ended September 30, 2020, COVID-19 restructuring costs of approximately $46 million were incurred, of which $37 million was recorded in cost of sales and $9 million was recorded in selling and administrative expenses in the consolidated statements of income. These costs are primarily related to the Company's actions to reduce its workforce and consolidate certain facilities to align with customer demand.

Additionally, for the fiscal years ended September 30, 2021 and September 30, 2020, the Company incurred approximately $4 million and $5 million, respectively, in incremental costs related to the pandemic that are not expected to recur once the pandemic has subsided and are clearly separable from normal operations (e.g., additional cleaning and disinfecting of facilities by contractors above and beyond normal requirements, personal protective equipment).

As of September 30, 2021 and September 30, 2020, the restructuring accrual associated with the costs incurred in response to the COVID-19 pandemic was approximately $19 million and $13 million, respectively. This accrual is recorded as a component of accrued and other current liabilities on the consolidated balance sheets and payment is expected within the next twelve months. The increase in the accrual is primarily driven by costs to reduce its workforce that have been incurred but not paid; partially offset by payments against the accrual. The Company may incur additional restructuring and incremental costs related to the COVID-19 pandemic though at a reduced level in comparison to fiscal 2021 and 2020.

F-8

2. ACQUISITIONS AND DIVESTITURES

Acquisitions

Cobham Aero Connectivity – On November 24, 2020, the Company entered into a definitive agreement to acquire all the outstanding stock of Chelton Limited, Chelton Avionics Holdings, Inc. and Mastsystem Int'l Oy, collectively, Cobham Aero Connectivity (“CAC”), for a total purchase price of $945 million. The acquisition was substantially completed on January 5, 2021 and financed through existing cash on hand. The Company completed the remainder of the acquisition of CAC on February 12, 2021, also through existing cash on hand. CAC operates from two primary facilities (Marlow, United Kingdom and Prescott, Arizona) and is a leading provider of highly engineered antennas and radios for the aerospace end market. The products are primarily proprietary with significant aftermarket content and have a strong presence across major defense platforms as well as select commercial applications. CAC's operating results are included in TransDigm's Airframe segment.

The acquisition strengthens and expands the Company’s position to design, produce and supply highly engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategies (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers). The purchase price paid for the acquisition reflects the current earnings before interest, taxes, depreciation and amortization ("EBITDA") and cash flows, as well as the future EBITDA and cash flows expected to be generated by the business, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 25 to 30 years.

The Company accounted for the CAC acquisition using the acquisition method and included the results of operations of the acquisition in its consolidated financial statements from the effective dates of the acquisition. The Company made an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. As of September 30, 2021, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed related to the CAC acquisition are subject to adjustment until the end of the measurement period. The allocation of the purchase price is preliminary and will likely change in future periods, perhaps materially, as fair value estimates of the assets acquired and liabilities assumed are finalized during the allowable one year measurement period. The Company is in the process of finalizing a third-party valuation of certain intangible assets, tangible assets and liabilities of CAC. The fair values of acquired intangibles and certain liabilities, such as loss contract reserves, are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions used to determine the fair values of acquired intangible assets include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including revenue growth rates, EBITDA margins, royalty rates and technology obsolescence rates. Significant assumptions used to determine the fair value of the loss contract reserves using the discounted cash flow model include discount rates and forecasted costs to be incurred under the long-term contracts and at-market bid prices for respective contracts. These assumptions are forward looking and could be affected by future economic and market conditions. Pro forma net sales and results of operations for the acquisition had it occurred at the beginning of the applicable the fiscal years ended September 30, 2021 or September 30, 2020 are not material and, accordingly, are not provided.

F-9

The preliminary allocation of the estimated fair value of assets acquired and liabilities assumed in the CAC acquisition as of the acquisition date, as well as measurement period adjustments recorded as of September 30, 2021, are summarized in the table below (in millions):

						Preliminary						Measurement Period						Adjusted Preliminary
						Allocation						Adjustments						Allocation
Assets acquired (excluding cash):
Trade accounts receivable						$	31					$	1					$	32
Inventories						27						2						29
Prepaid expenses and other						10						(3)						7
Property, plant and equipment						18						3						21
Goodwill						636						58						694			(1)
Other intangible assets						309						16						325			(1)
Other						34						(2)						32
Total assets acquired (excluding cash)						1,065						75						1,140
Liabilities assumed:
Accounts payable						15						3						18
Accrued and other current liabilities						38						5			(2)			43
Deferred income taxes						38						(7)						31
Other non-current liabilities						29						74			(2)			103
Total liabilities assumed						120						75						195
Net assets acquired						$	945					$	—					$	945

(1)The Company expects that of the approximately $694 million of goodwill recognized for the acquisition, approximately $57 million will be deductible for tax purposes. The Company also expects that of the approximately $325 million of other intangible assets recognized for the acquisition, approximately $108 million will be deductible for tax purposes. The goodwill and intangible assets will be deductible over 15 years.

(2)Primarily relates to the recording of loss contract reserves associated with acquired ongoing long-term contracts with customers that were incurring negative gross margins as of the date of acquisition. Based on our review of these contracts, we concluded that the terms of certain contracts were unfavorable when compared to market terms as of the acquisition date. The loss contract reserves are preliminarily estimated to be $80.6 million and will be released over a three to five year period.

Esterline Technologies Corporation – On March 14, 2019, TransDigm completed the acquisition of all the outstanding stock of Esterline Technologies Corporation (“Esterline”) for $122.50 per share in cash, plus the repayment of Esterline debt. The purchase price, net of cash acquired of approximately $398.2 million, totaled approximately $3,923.9 million. Of the $3,923.9 million purchase price, $3,536.3 million was paid at closing and the remaining $387.6 million was classified as restricted cash for the redemption of Esterline’s senior notes outstanding due 2023 (the "2023 Notes"). The 2023 Notes were redeemed on April 15, 2019. Esterline, through its subsidiaries, was an industry leader in specialized manufacturing for the aerospace and defense industry primarily within three core disciplines: advanced materials, avionics and controls and sensors and systems. The acquisition of Esterline expands TransDigm's platform of proprietary and sole source content for the aerospace and defense industry. TransDigm evaluated the strategic fit and description of each Esterline reporting unit to determine the appropriate business segment for the reporting unit. Each Esterline reporting unit is included in one of TransDigm's segments: Power and Control, Airframe, or Non-aviation.

The total purchase price of Esterline was allocated to the underlying assets acquired and liabilities assumed based upon the respective fair value at the date of acquisition. To the extent the purchase price exceeded the fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. Allocations were based on the acquisition method of accounting and third-party valuation appraisals.

F-10

The allocation of the fair value of the assets acquired and liabilities assumed in the Esterline acquisition as of the acquisition date of March 14, 2019 is summarized in the table below (in millions):

			Adjusted Final
			Allocation
Assets acquired (excluding cash):
Trade accounts receivable			$	384
Inventories			583
Prepaid expenses and other			423
Property, plant and equipment			469
Goodwill			2,256
Other intangible assets			1,301
Other			20
Total assets acquired (excluding cash)			5,436
Liabilities assumed:
Accounts payable			146
Accrued and other current liabilities			751
Deferred income taxes			181
Other non-current liabilities			434
Total liabilities assumed			1,512
Net assets acquired			$	3,924

Of the approximately $2.3 billion of goodwill recognized for the acquisition, approximately $25.6 million is deductible for tax purposes. Also, of the approximately $1.3 billion of other intangible assets recognized for the acquisition, approximately $48.9 million is deductible for tax purposes.

In connection with the Esterline acquisition, we acquired existing long-term contracts with customers that were incurring negative gross margins as of the date of acquisition. Based on our review of these contracts, we concluded that the terms of certain of these loss-making contracts were unfavorable when compared to market terms as of the acquisition date. As a result, we recognized loss contract reserves of $267.9 million as of the acquisition date based on the present value of the difference between the contractual cash flows of the existing long-term contracts and the estimated cash flows had the contracts been executed at market terms as of the acquisition date. These adjustments applied only to contracts generating a negative margin as of the date of acquisition. Significant assumptions used to determine the fair value of the loss contract reserves using the discounted cash flow model include discount rates, forecasted quantities of products to be sold under the long-term contracts and market prices for respective products. These were forward looking assumptions and could be affected by future economic and market conditions. Loss contract reserves are amortized and recorded as an offset to cost of sales over the life of the contracts as actual sales occur under the long-term contracts. The remaining loss contract reserves related to the Esterline acquisition were $160.1 million and $201.3 million at September 30, 2021 and 2020, respectively, of which $14.5 million and $31.9 million was classified in accrued and other current liabilities and $145.6 million and $169.4 million was classified in other non-current liabilities in the consolidated balance sheets at September 30, 2021 and 2020, respectively.

Loss contract reserves of approximately $41.8 million, $29.5 million and $27.3 million were amortized and recorded as an offset to cost of sales in the consolidated statements of income for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Esterline acquisition costs were expensed as incurred and totaled $26.9 million and $85.1 million for the fiscal years ended September 30, 2020 and 2019, respectively.

Divestitures

Third Quarter Fiscal 2021

ScioTeq and TREALITY Simulation Visual Systems – On June 30, 2021, TransDigm completed the divestiture of its ScioTeq and TREALITY Simulation Visual Systems businesses (“ScioTeq and TREALITY”) to OpenGate Capital for approximately $200 million in cash. ScioTeq and TREALITY were acquired by TransDigm as part of its acquisition of Esterline in March 2019 and were included in TransDigm’s Airframe segment.

Technical Airborne Components – On April 27, 2021, TransDigm completed the divestiture of the Technical Airborne Components business (“TAC”) to Searchlight Capital Partners for approximately $40 million in cash. TAC was included in TransDigm’s Airframe segment.

F-11

The net gain on sale recognized in fiscal 2021 as a result of the ScioTeq and TREALITY and TAC divestitures was approximately $68 million, which is classified as a component of gain on sale of businesses-net within the consolidated statements of income.

Second Quarter Fiscal 2021

Racal Acoustics – On January 29, 2021, TransDigm completed the divestiture of the Racal Acoustics business (“Racal”) to Invisio Communications AB ("Invisio") for approximately $20 million in cash. The gain on sale recognized as a result of the divestiture was immaterial and classified as a component of gain on sale of businesses-net within the consolidated statements of income. Racal was acquired by TransDigm as part of its acquisition of Esterline in March 2019 and was included in TransDigm's Non-aviation segment.

First Quarter Fiscal 2021

Avista Inc. – On November 17, 2020, TransDigm completed the divestiture of the Avista, Inc. business ("Avista") to Belcan, LLC ("Belcan") for approximately $8 million in cash. Avista was acquired by TransDigm as part of its acquisition of Esterline in March 2019 and was included in TransDigm's Airframe segment. The gain on sale recognized as a result of the divestiture was immaterial and classified as a component of gain on sale of businesses-net within the consolidated statements of income. During the fourth quarter of fiscal 2020, the Company determined Avista met the criteria to be classified as held for sale. Therefore, the assets and liabilities of Avista, which were not material, have been presented as held for sale in other assets, accrued and other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets as of September 30, 2020.

Fiscal 2020

Souriau-Sunbank Connection Technologies – On December 20, 2019, TransDigm completed the divestiture of the Souriau-Sunbank Connection Technologies business (“Souriau-Sunbank”) to Eaton Corporation plc (“Eaton”) for approximately $920 million. Souriau-Sunbank was acquired by TransDigm as part of its acquisition of Esterline in March 2019 and was included in TransDigm's Non-aviation segment. The results of operations of Souriau-Sunbank are presented in discontinued operations in the accompanying consolidated financial statements for all periods presented since the date acquired. Refer to Note 23, “Discontinued Operations” for additional information.

Fiscal 2019

Esterline Interface Technology Group – On September 20, 2019, TransDigm completed the divestiture of its EIT group of businesses to an affiliate of KPS Capital Partners, LP for approximately $190 million. EIT was acquired by TransDigm as part of its acquisition of Esterline in March 2019. The results of operations of EIT are presented in discontinued operations in the accompanying consolidated financial statements for all periods presented since the date acquired. Refer to Note 23, “Discontinued Operations” for additional information.

Each divestiture was executed with unrelated third parties.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation—The accompanying consolidated financial statements were prepared in conformity with U.S. GAAP and include the accounts of TD Group and subsidiaries. All significant intercompany balances and transactions have been eliminated. Certain reclassifications have been made to the prior year amounts to conform to the current year presentation, none of which are material.

Revenue Recognition—Revenue is recognized from the sale of products when control transfers to the customer, which is demonstrated by our right to payment, a transfer of title, a transfer of the risk and rewards of ownership, or the customer acceptance, but most frequently upon shipment where the customer obtains physical possession of the goods. The majority of the Company's revenue is recorded at a point in time. Sales recognized over time are generally accounted for using an input measure to determine progress completed at the end of the period. Sales for service contracts generally are recognized as the services are provided. Refer to Note 5, “Revenue Recognition,” for further details.

Shipping and Handling Costs—Shipping and handling costs are included in cost of sales in the consolidated statements of income.

Research and Development Costs—The Company expenses research and development costs as incurred and classifies such amounts in selling and administrative expenses. The expense recognized for research and development costs for the fiscal years ended September 30, 2021, 2020 and 2019 was approximately $105.6 million, $130.9 million, and $116.8 million, respectively.

Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

F-12

Allowance for Credit Losses—The Company's allowance for credit losses is the allowance for uncollectible accounts. The allowance for uncollectible accounts reduces the trade accounts receivable balance to the estimated net realizable value equal to the amount that is expected to be collected. The Company’s method for developing its allowance for credit losses is based on historical write-off experience, the aging of receivables, an assessment of the creditworthiness of customers, economic conditions and other external market information. The allowance also incorporates a provision for the estimated impact of disputes with customers. All provisions for allowances for uncollectible accounts are included in selling and administrative expenses. The determination of the amount of the allowance for uncollectible accounts is subject to judgment and estimation by management. If circumstances change or economic conditions deteriorate or improve, the allowance for uncollectible accounts could increase or decrease. Refer to Note 7, “Trade Accounts Receivable,” for further details.

Inventories—Inventories are stated at the lower of cost or net realizable value. Cost of inventories is generally determined by the average cost and the first-in, first-out (“FIFO”) methods and includes material, labor and overhead related to the manufacturing process. Provision for potentially obsolete or slow-moving inventory is made based on management’s analysis of inventory levels and future sales forecasts. Refer to Note 8, “Inventories,” for further details.

Property, Plant and Equipment—Property, plant and equipment are stated at cost and include improvements which significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation is computed using the straight-line method over the following estimated useful lives: land improvements from 10 to 20 years, buildings and improvements from 5 to 30 years, machinery and equipment from 2 to 10 years and furniture and fixtures from 3 to 10 years. Net gains or losses related to asset dispositions are recognized in earnings in the period in which dispositions occur. Routine maintenance, repairs and replacements are expensed as incurred. Amortization expense of assets accounted for as finance leases is included within depreciation expense.

Property, plant and equipment is assessed for potential impairment whenever indicators of impairment are present by determining whether the carrying value of the property can be recovered through projected, undiscounted cash flows from future operations over the property’s remaining estimated useful life. Any impairment recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. Refer to Note 9, “Property, Plant and Equipment,” for further details.

Debt Issuance Costs, Premiums and Discounts—The cost of obtaining financing as well as premiums and discounts are amortized using the effective interest method over the terms of the respective obligations as a component of interest expense within the consolidated statements of income. Debt issuance costs are presented in the consolidated balance sheets as a direct reduction from the carrying amount of the related debt liabilities. Refer to Note 12, “Debt,” for further details.

Financial Instruments—Interest rate swap and cap agreements are used to manage interest rate risk associated with floating-rate borrowings under our credit facility. The interest rate swap and cap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s variable rate debt to a fixed rate basis through the expiration date of the interest rate swap and cap agreements, thereby reducing the impact of interest rate volatility on future interest expense. These agreements involve the receipt of variable rate amounts in exchange for fixed rate interest payments over the term of the agreements without an exchange of the underlying principal amount. These derivative instruments qualify as effective cash flow hedges under U.S. GAAP.

The Company transacts business in various foreign currencies, which subjects the Company’s cash flows and results of operations to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies.

For the interest rate swap and cap agreements and the foreign currency forward contracts designated as cash flow hedges, the effective portion of the gain or loss from the financial instruments is reported as a component of accumulated other comprehensive loss in stockholders’ deficit and subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during which the hedged item affected earnings. As the interest rate swap and cap agreements are used to manage interest rate risk, any gains or losses from the derivative instruments that are reclassified into earnings are recognized in interest expense - net in the consolidated statements of income. As the foreign currency forward exchange contracts are used to manage foreign currency exposure primarily arising from purchases or sales from third parties, any gains or losses from the derivative instruments that are reclassified into earnings are recognized in cost of sales or net sales in the consolidated statements of income. Refer to Note 21, “Derivatives and Hedging Activities,” for further details.

F-13

Goodwill and Other Intangible Assets—In accordance with ASC 805, “Business Combinations,” the Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed were recognized as goodwill. The valuations of the acquired assets and liabilities assumed will impact the determination of future operating results. 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. We determine the fair values of intangible assets acquired generally in consultation with third-party valuation advisors. Fair value adjustments to the Company’s assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the merger or acquisition. Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged, regardless of the Company’s intent to do so.

Goodwill is the excess of the purchase price paid over the estimated fair value of the net assets of a business acquired. Other intangible assets consist of identifiable intangibles acquired or recognized in accounting for the acquisitions (trademarks, trade names, technology, customer relationships, order backlog and other intangible assets). Goodwill and intangible assets that have indefinite useful lives (i.e., trademarks and trade names) are subject to annual impairment testing. Management determines fair value using a discounted future cash flow analysis or other accepted valuation techniques. The Company performs an annual impairment test for goodwill and other intangible assets as of the first day of the fourth fiscal quarter of each year, or more frequently, if an event occurs or circumstances change that would more likely than not reduce fair value below carrying value.

At the time of goodwill impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, and whether it is therefore necessary to perform the quantitative goodwill impairment test. If, after considering all events and circumstances that support a qualitative evaluation the Company determines that it is not more-likely-than-not that the goodwill and/or indefinite-lived intangible assets are impaired, then performing the single-step quantitative analysis to determine if there is impairment would be unnecessary. Conversely, if it is more-likely-than-not that the goodwill and/or indefinite-lived intangible assets are impaired, then the Company would proceed with the single-step quantitative analysis to determine if there is a goodwill and/or indefinite-lived intangible asset impairment loss. In this application, the definition of “more-likely-than-not” is interpreted as a likelihood of more than 50%.

U.S. GAAP requires that the annual, and any interim, impairment assessment be performed at the reporting unit level. The reporting unit level is one level below an operating segment. Substantially all goodwill was determined and recognized for each reporting unit pursuant to the accounting for the merger or acquisition as of the date of each transaction. With respect to acquisitions integrated into an existing reporting unit, any acquired goodwill is combined with the goodwill of the reporting unit.

The impairment test for indefinite lived intangible assets consists of a comparison between their fair values and carrying values. If the carrying amounts of intangible assets that have indefinite useful lives exceed their fair values, an impairment loss will be recognized in an amount equal to the sum of any such excesses.

The Company had 46 reporting units with goodwill and 43 reporting units with indefinite-lived intangible assets as of the first day of the fourth quarter of fiscal 2021, the date of the annual impairment test. Based on its initial qualitative assessment over each of the reporting units, the Company identified 16 reporting units to test for impairment using a quantitative test for both goodwill and indefinite-lived intangible assets. In addition to the key assumptions reviewed summarized above, a key assumption used in response to the COVID-19 pandemic was the estimated length of time for the commercial aerospace sector to rebound to pre-pandemic levels. The estimated fair value of each of these reporting units was in excess of its respective carrying value, and therefore, no impairment was recorded on goodwill or indefinite-lived intangible assets. The Company performed a sensitivity analysis on the discount rate, which is a significant assumption in the calculation of fair values. With a one percentage point increase in the discount rate, all of the reporting units would continue to have fair values in excess of their respective carrying values. As a result of the impairment testing performed as of the first day of the fourth quarter, no indefinite-lived intangible assets or goodwill was determined to be impaired. As economic and market conditions have not changed significantly since the first day of the fourth quarter, this conclusion remains appropriate as of September 30, 2021.

F-14

The Company assesses the recoverability of its amortizable intangible assets only when indicators of impairment are present by determining whether the amortization over their remaining lives can be recovered through projected, undiscounted cash flows from future operations. Amortization of amortizable intangible assets is computed using the straight-line method over the following estimated useful lives: technology from 20 to 22 years, order backlog from 1 to 1.5 years, customer relationships over 20 years and other intangible assets over 20 years. No indicators of impairment on the amortizable intangible assets were identified in fiscal 2021.

Stock-Based Compensation—The Company records stock-based compensation expense using the Black-Scholes pricing model based on certain valuation assumptions. Compensation expense is recorded over the vesting periods of the stock options, adjusted for expected forfeitures. The Company has classified stock-based compensation primarily within selling and administrative expenses to correspond with the classification of employees that receive stock option grants. The Company also evaluates any subsequent changes to the respective option holders terms under the modification rules of ASC 718. If determined to be a modification, the Black-Scholes pricing model is updated as of the date of the modification resulting in a cumulative catch up to expense, if necessary. Refer to Note 18, “Stock-Based Compensation,” for further details.

Income Taxes—The provision for income taxes is calculated using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in our estimation, it is more likely than not that a tax benefit will not be realized. We recognize uncertain tax positions when we have determined it is more likely than not that a tax position will be sustained upon examination. However, new information may become available, or applicable laws or regulations may change, thereby resulting in a favorable or unfavorable adjustment to amounts recorded. Refer to Note 14, “Income Taxes,” for further details.

Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Income (Loss)—The term “comprehensive income (loss)” represents the change in stockholders’ equity (deficit) from transactions and other events and circumstances resulting from non-stockholder sources. The Company’s accumulated other comprehensive income or loss, consisting principally of fair value adjustments to its interest rate swap and cap agreements (net of tax), cumulative foreign currency translation adjustments and pension liability adjustments (net of tax), is reported separately in the accompanying consolidated statements of comprehensive income.

Foreign Currency Translation and Transactions—The assets and liabilities of subsidiaries located outside the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Revenue and expense items are translated at the average monthly exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are recognized currently in income, and those resulting from translation of financial statements are accumulated as a separate component of other comprehensive income (loss) for the period. Foreign currency gains or losses recognized currently in income from changes in exchange rates were immaterial to our results of operations.

Earnings per Share—Earnings per share information is determined using the two-class method, which includes the weighted-average number of common shares outstanding during the period and other securities that participate in dividends (“participating securities”). Our vested stock options are considered “participating securities” because they include non-forfeitable rights to dividends. In applying the two-class method, earnings are allocated to both common stock shares and participating securities based on their respective weighted-average shares outstanding for the period. Diluted earnings per share information may include the additional effect of other securities, if dilutive, in which case the dilutive effect of such securities is calculated using the treasury stock method. Contingently issuable shares are not included in earnings per share until the period in which the contingency is satisfied. Refer to Note 6, “Earnings Per Share,” for further details.

Pension Benefits—The Company accounts for net periodic pension benefit cost using the end of the fiscal year as our measurement date. Management selects appropriate assumptions including the discount rate, rate of increase in future compensation levels and assumed long-term rate of return on plan assets. The assumptions are based upon historical results, the current economic environment and reasonable expectations of future events. Actual results which vary from our assumptions are accumulated and amortized over future periods, and accordingly, are recognized in expense in these periods. Significant differences between the assumptions and actual experience or significant changes in assumptions could impact the pension costs and the pension obligation. Refer to Note 13, “Retirement Plans,” for further details.

F-15

4. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)," which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which generally results in earlier recognition of allowances for losses. The Company adopted ASU 2016-13 on October 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures. Refer to Note 5, “Revenue Recognition,” for additional disclosures.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” to eliminate Step 2 from the goodwill impairment test in order to simplify the subsequent measurement of goodwill. The Company adopted ASU 2017-04 on October 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements and disclosures.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (ASC 740) - Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and disclosures. We will adopt as required on October 1, 2021.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform." Certain amendments were provided for in ASU 2021-01, "Reference Rate Reform (ASC 848): Scope," which was issued in January 2021. This ASU provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate ("LIBOR"). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in this ASU are effective through December 31, 2022. The Company is currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures.

5. REVENUE RECOGNITION

TransDigm's sales are concentrated in the aerospace and defense industry. The Company’s customers include: distributors of aerospace components, commercial airlines, large commercial transport and regional and business aircraft OEMs, various armed forces of the United States and friendly foreign governments, defense OEMs, system suppliers, and various other industrial customers.

The majority of the Company's revenue is recorded at a point in time. Revenue is recognized from the sale of products when control transfers to the customer, which is demonstrated by our right to payment, a transfer of title, a transfer of the risk and rewards of ownership, or the customer acceptance, but most frequently upon shipment where the customer obtains physical possession of the goods.

In some contracts, control transfers to the customer over time, primarily in contracts where the customer is required to pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit relative to the work performed for products that were customized for the customer. Therefore, we recognize revenue over time for those agreements that have a right to margin and where the products being produced have no alternative use.

Based on our production cycle, it is generally expected that goods related to the revenue will be shipped and billed within the current year. For revenue recognized over time, we estimate the amount of revenue attributable to a contract earned at a given point during the production cycle based on certain costs, such as materials and labor incurred to date, plus the expected profit, which is a cost-to-cost input method.

We consider the contractual consideration payable by the customer and assess variable consideration that may affect the total transaction price. Variable consideration is included in the estimated transaction price when there is a basis to reasonably estimate the amount, including whether the estimate should be constrained in order to avoid a significant reversal of revenue in a future period. These estimates are based on historical experience, anticipated performance under the terms of the contract and our best judgment at the time.

F-16

When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification to an existing contract on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation, which are recognized prospectively.

The Company’s payment terms vary by the type and location of the customer and the products or services offered. The Company does not offer any payment terms that would meet the requirements for consideration as a significant financing component.

Shipping and handling fees and costs incurred in connection with products sold are recorded in cost of sales in the consolidated statements of income, and are not considered a performance obligation to our customers.

The Company pays sales commissions that relate to contracts for products or services that are satisfied at a point in time or over a period of one year or less and are expensed as incurred. These costs are reported as a component of selling and administrative expenses in the consolidated statements of income.

In fiscal 2021 and 2020, no customer individually accounted for 10% or more of the Company’s net sales. In fiscal 2019, one customer accounted for approximately 11% of the Company’s net sales, which were split approximately 60% and 40% between the Airframe and Power & Control segments, respectively.

Net sales to foreign customers, primarily in Western Europe, Canada and Asia, were $1.7 billion during the fiscal years ended 2021 and 2020, respectively, and $1.8 billion during the fiscal year ended 2019.

Contract Assets and Liabilities - Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing or reimbursable costs related to a specific contract. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. We receive payments from customers based on the terms established in our contracts. The following table summarizes our contract assets and liabilities balances (in millions):

			September 30, 2021						September 30, 2020						Change
Contract assets, current (1)			$	70					$	36					$	34
Contract assets, non-current (2)			2						6						(4)
Total contract assets			72						42						30
Contract liabilities, current (3)			25						18						7
Contract liabilities, non-current (4)			5						9						(4)
Total contract liabilities			30						27						3
Net contract assets			$	42					$	15					$	27

(1)Included in prepaid expenses and other on the consolidated balance sheets.

(2)Included in other non-current assets on the consolidated balance sheets.

(3)Included in accrued and other current liabilities on the consolidated balance sheets.

(4)Included in other non-current liabilities on the consolidated balance sheets.

For the fiscal year ended September 30, 2021, the revenue recognized that was previously included in contract liabilities was not material.

Refer to Note 17, “Segments,” for disclosures related to the disaggregation of revenue.

F-17

6. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data) using the two-class method:

			Fiscal Years Ended September 30,
			2021						2020						2019
Numerator for earnings per share:
Income from continuing operations			$	681					$	653					$	841
Less: Net income attributable to noncontrolling interests			(1)						(1)						(2)
Net income from continuing operations attributable to TD Group			680						652						839
Less: Special dividends declared or paid on participating securities, including dividend equivalent payments			(73)						(185)						(111)
Income from discontinued operations, net of tax			—						47						51
Net income applicable to TD Group common stockholders - basic and diluted			$	607					$	514					$	779
Denominator for basic and diluted earnings per share under the two-class method:
Weighted-average common shares outstanding			54.8						53.9						53.1
Vested options deemed participating securities			3.6						3.4						3.2
Total shares for basic and diluted earnings per share			58.4						57.3						56.3
Earnings per share from continuing operations—basic and diluted			$	10.41					$	8.14					$	12.94
Earnings per share from discontinued operations—basic and diluted			—						0.82						0.90
Earnings per share			$	10.41					$	8.96					$	13.84

7. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable consist of the following (in millions):

			September 30, 2021						September 30, 2020
Trade accounts receivable—gross			$	821					$	757
Allowance for uncollectible accounts			(30)						(37)
Trade accounts receivable—Net			$	791					$	720

At September 30, 2021, one customer individually accounted for approximately 10% of the Company’s trade accounts receivable-gross. In addition, approximately 38% of the Company’s trade accounts receivable-gross was due from entities that operate principally outside of the United States. Credit is extended based on an evaluation of each customer’s financial condition and collateral is generally not required.

The decrease in the allowance for uncollectible accounts for the fiscal year ended September 30, 2021 is primarily driven by a decrease in estimated losses from certain commercial aerospace customers that were more adversely affected by the COVID-19 pandemic. The allowance for uncollectible accounts is assessed individually at each operating unit by the operating unit’s management team.

Refer to Note 3, “Summary of Significant Accounting Policies,” for additional information regarding the Company’s allowance for uncollectible accounts.

8. INVENTORIES

Inventories consist of the following (in millions):

			September 30, 2021						September 30, 2020
Raw materials and purchased component parts			$	850					$	881
Work-in-progress			322						358
Finished goods			207						222
Total			1,379						1,461
Reserves for excess and obsolete inventory			(194)						(178)
Inventories—Net			$	1,185					$	1,283

F-18

9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in millions):

			September 30, 2021						September 30, 2020
Land and improvements			$	103					$	103
Buildings and improvements			409						350
Machinery, equipment and other			832						782
Construction-in-progress			61						57
Total			1,405						1,292
Accumulated depreciation			(635)						(540)
Property, plant and equipment—Net			$	770					$	752

10. INTANGIBLE ASSETS

Other intangible assets - net in the consolidated balance sheets consist of the following at September 30 (in millions):

			2021																		2020
			Gross Carrying Amount						Accumulated Amortization						Net						Gross Carrying Amount						Accumulated Amortization						Net
Trademarks & trade names			$	983					$	—					$	983					$	958					$	—					$	958
Technology			2,009						679						1,330						1,842						589						1,253
Order backlog (1)			16						11						5						93						93						—
Customer relationships			545						78						467						443						52						391
Other			18						12						6						18						10						8
Total			$	3,571					$	780					$	2,791					$	3,354					$	744					$	2,610

(1)Fully amortized order backlog associated with the Esterline acquisition was written down from the gross carrying amount and accumulated amortization in the second quarter of fiscal 2021 due to being fully amortized. There was no impact on the net balance.

As disclosed in Note 2, "Acquisitions and Divestitures," the estimated fair value of the net identifiable tangible and intangible assets acquired is based on the acquisition method of accounting and is subject to adjustment upon completion of the third-party valuation. Material adjustments may occur. The fair value of the net identifiable tangible and intangible assets acquired will be finalized within the measurement period (not to exceed one year). Intangible assets acquired during the fiscal year ended September 30, 2021 are summarized in the table below (in millions), principally all relate to the CAC acquisition:

			Gross Amount						Amortization Period
Intangible assets not subject to amortization:
Goodwill			$	703
Trademarks and trade names			35
			738
Intangible assets subject to amortization:
Technology			178						20 years
Order backlog			16						1 year
Customer relationships			101						20 years
			295
Total			$	1,033

F-19

Information regarding the amortization expense of amortizable intangible assets is detailed below (in millions):

Annual Amortization Expense:

Fiscal years ended September 30,
2021			$	137
2020			169
2019			135

Estimated Amortization Expense:

Fiscal years ending September 30,
2022			$	143
2023			143
2024			143
2025			143
2026			143

The following is a summary of changes in the carrying value of goodwill by segment for the fiscal years ended September 30, 2020 and 2021 were as follows (in millions):

			Power & Control						Airframe						Non- aviation						Total
Balance at September 30, 2019			$	4,121					$	3,598					$	101					$	7,820
Purchase price allocation adjustments (1)			(1)						39						—						38
Currency translation adjustments			21						10						—						31
Balance at September 30, 2020			4,141						3,647						101						7,889
Goodwill acquired during the period			9						694						—						703
Goodwill divested during the period			(4)						(32)						(8)						(44)
Currency translation adjustments			3						17						—						20
Balance at September 30, 2021			$	4,149					$	4,326					$	93					$	8,568

(1)Primarily relates to opening balance sheet adjustments recorded by the reporting units acquired from Esterline up to the expiration of the one year measurement period in March 2020.

11. ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following (in millions):

			September 30, 2021						September 30, 2020
Interest			$	191					$	178
Compensation and related benefits			167						173
Interest rate swap agreements (Note 21)			100						56
Dividend equivalent payments—current (Note 18)			46						72
Loss contract reserves			46						42
Product warranties			29						32
Contract liabilities, current (Note 5)			25						18
Current operating lease liabilities (Note 19)			20						22
Environmental and other litigation reserves			14						15
Other			172						165
Accrued and other current liabilities			$	810					$	773

F-20

12. DEBT

The Company’s debt consists of the following (in millions):

						September 30, 2021
						Gross Amount						Debt Issuance Costs						Original Issue Discount or Premium						Net Amount
Short-term borrowings—trade receivable securitization facility						$	350					$	(1)					$	—					$	349
Term loans						$	7,374					$	(39)					$	(17)					$	7,318
Revolving credit facility						200						—						—						200
8.00% senior secured notes due 2025 (“2025 Secured Notes”)						1,100						(7)						—						1,093
6.375% senior subordinated notes due 2026 (“6.375% 2026 Notes”)						950						(5)						—						945
6.875% senior subordinated notes due 2026 (“6.875% 2026 Notes”)						500						(4)						(2)						494
6.25% secured notes due 2026 (“2026 Secured Notes”)						4,400						(45)						4						4,359
7.50% senior subordinated notes due 2027 (“7.50% 2027 Notes”)						550						(4)						—						546
5.50% senior subordinated notes due 2027 (“5.50% 2027 Notes”)						2,650						(18)						—						2,632
4.625% senior subordinated notes due 2029 (“4.625% 2029 Notes”)						1,200						(10)						—						1,190
4.875% senior subordinated notes due 2029 (“4.875% 2029 Notes”)						750						(7)						—						743
Government refundable advances						29						—						—						29
Finance lease obligations						100						—						—						100
						19,803						(139)						(15)						19,649
Less: current portion						278						(1)						—						277
Long-term debt						$	19,525					$	(138)					$	(15)					$	19,372

						September 30, 2020
						Gross Amount						Debt Issuance Costs						Original Issue Discount or Premium						Net Amount
Short-term borrowings—trade receivable securitization facility						$	350					$	(1)					$	—					$	349
Term loans						$	7,449					$	(48)					$	(23)					$	7,378
Revolving credit facility						200						—						—						200
6.50% senior subordinated notes due 2024 (“2024 Notes”)						1,200						(5)						—						1,195
6.50% senior subordinated notes due 2025 (“2025 Notes”)						750						(3)						3						750
2025 Secured Notes						1,100						(9)						—						1,091
6.375% 2026 Notes						950						(6)						—						944
6.875% 2026 Notes						500						(4)						(3)						493
2026 Secured Notes						4,400						(55)						5						4,350
7.50% 2027 Notes						550						(5)						—						545
5.50% 2027 Notes						2,650						(21)						—						2,629
Government refundable advances						28						—						—						28
Finance lease obligations						57						—						—						57
						19,834						(156)						(18)						19,660
Less: current portion						277						(1)						—						276
Long-term debt						$	19,557					$	(155)					$	(18)					$	19,384

F-21

Fiscal 2021 Activity

Issuance of 4.625% Senior Subordinated Notes due 2029 – On January 14, 2021, the Company entered into a purchase agreement in connection with a private offering of $1,200 million of 4.625% Senior Subordinated Notes due 2029 at an issue price of 100% of the principal amount. The 4.625% 2029 Notes were issued pursuant to an indenture, dated January 20, 2021, among TransDigm Inc., as issuer, TransDigm Group, TransDigm UK and the other subsidiaries of TransDigm Inc. named therein, as guarantors.

The 4.625% 2029 Notes bear interest at the rate of 4.625% per annum, which accrues from January 14, 2021 and is payable in arrears on January 15th and July 15th of each year, commencing on July 15, 2021. The 4.625% 2029 Notes mature on January 15, 2029, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the indenture.

The Company capitalized $11.3 million and expensed $0.1 million representing debt issuance costs associated with the 4.625% 2029 Notes during the fiscal year ended September 30, 2021.

Repurchase of 6.50% Senior Subordinated Notes due 2024 – On January 14, 2021, the Company announced a cash tender offer for any and all of its outstanding 6.50% Senior Subordinated Notes due 2024. On February 16, 2021, the Company redeemed the principal amount of $1,200 million, plus accrued interest of approximately $6.3 million and early redemption premium of $19.5 million.

The Company expensed refinancing costs of $23.6 million, consisting of the $19.5 million early redemption premium and the write off of $4.1 million in unamortized debt issuance costs during the fiscal year ended September 30, 2021 in conjunction with the redemption of the 2024 Notes.

Issuance of 4.875% Senior Subordinated Notes due 2029 – On April 12, 2021, the Company entered into a purchase agreement in connection with a private offering of $750 million in 4.875% Senior Subordinated Notes due 2029 at an issue price of 100% of the principal amount. The 4.875% 2029 Notes were issued pursuant to an indenture, dated April 21, 2021, among TransDigm Inc., as issuer, TransDigm Group, TransDigm UK and the other subsidiaries of TransDigm Inc. named therein, as guarantors.

The 4.875% 2029 Notes bear interest at a rate of 4.875% per annum, which accrues from April 12, 2021 and is payable in arrears on May 1st and November 1st of each year, commencing on November 1, 2021. The 4.875% 2029 Notes mature on May 1, 2029, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the indenture.

The Company capitalized $7.1 million representing debt issuance costs associated with the 4.875% 2029 Notes during the fiscal year ended September 30, 2021.

Repurchase of 6.50% Senior Subordinated Notes due 2025 – On April 12, 2021, the Company announced a cash tender offer for any and all of its outstanding 6.50% Senior Subordinated Notes due 2025. On May 14, 2021, the Company redeemed the principal amount of $750 million, plus accrued interest of approximately $24.4 million and an early redemption premium of $12.2 million.

The Company expensed refinancing costs of $12.1 million, consisting of the $12.2 million early redemption premium and the write off of $2.1 million in unamortized debt issuance costs, offset by the write off of $2.2 million in unamortized premiums during the fiscal year ended September 30, 2021 in conjunction with the redemption of the 2025 Notes.

Amendment No. 8 and Loan Modification Agreement – On May 24, 2021, the Company entered into Amendment No. 8 and Loan Modification Agreement (herein, "Amendment No. 8") to the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the "Credit Agreement").

Amendment No. 8, among other things, (i) extends the maturity date of the revolving credit commitments and revolving loans under its existing Credit Agreement to May 24, 2026, and (ii) the LIBOR interest rate per annum applicable to the revolving loans under its existing Credit Agreement is 2.50%, a decrease from the 3.00% rate that applied previously to the amendment. The other terms and conditions that apply to the revolving loans are substantially the same as the terms and conditions that applied to the revolving loans immediately prior to Amendment No. 8.

The Company expensed $0.7 million in refinancing costs associated with Amendment No. 8 during the fiscal year ended September 30, 2021.

Revolving Credit Facility

The revolving credit facility bears interest at a rate of 2.50% plus LIBOR. At September 30, 2021, the applicable interest rate was 2.58%. As of September 30, 2021, the Company had $31.1 million in letters of credit outstanding and $528.9 million of borrowings available under the revolving credit facility. On October 6, 2021, the Company repaid $200 million of the revolving credit facility, in addition to $0.1 million of accrued interest, increasing the borrowings available under the revolving commitments to $728.9 million.

F-22

Trade Receivable Securitization Facility

During fiscal 2014, the Company established a trade receivable securitization facility (the “Securitization Facility”). The Securitization Facility effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the Company to exercise annual one year extensions as long as there have been no termination events as defined by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs.

On July 27, 2021, the Company amended the Securitization Facility to extend the maturity date to July 26, 2022. As of September 30, 2021, the Company has borrowed $350 million under the Securitization Facility, which bears interest at a rate of 1.20% plus LIBOR. At September 30, 2021, the applicable interest rate was 1.33%. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.

Government Refundable Advances

Government refundable advances consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The requirement to repay this advance is based on year-over-year commercial aviation revenue growth for certain product lines at CMC Electronics, which is a wholly-owned subsidiary of TransDigm. As of September 30, 2021 and 2020, the outstanding balance of these advances were $28.9 million and $28.4 million, respectively.

Obligations under Finance Leases

The Company leases certain buildings and equipment under finance leases. The present value of the minimum finance lease payments, net of the current portion, represents a balance of $100.4 million and $56.8 million at September 30, 2021 and 2020, respectively. Refer to Note 19, “Leases,” for further disclosure of the Company’s lease obligations.

Term Loans

As of September 30, 2021 and 2020, TransDigm had $7,374 million and $7,449 million in fully drawn term loans and $760 million in revolving commitments, of which $529 million and $521 million was available to the Company as of September 30, 2021 and 2020, respectively. The term loans consist of three tranches as follows (in millions):

Term Loan Facility						Maturity Date						Interest Rate						Aggregate Principal as of September 30,
									2021						2020
Tranche E						May 30, 2025						LIBOR + 2.25%						$	2,177					$	2,199
Tranche F						December 9, 2025						LIBOR + 2.25%						$	3,454					$	3,489
Tranche G						August 22, 2024						LIBOR + 2.25%						$	1,743					$	1,761

The interest rates per annum applicable to all of the existing tranches of term loans are, at TransDigm’s option, equal to either an alternate base rate or an adjusted LIBOR for one, two, three or six-month (or to the extent agreed to by each relevant lender, nine or twelve-month) interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted LIBOR is not subject to a floor. At September 30, 2021 and 2020, the applicable interest rates for all existing tranches were 2.33% and 2.41%, respectively.

Refinancing Costs

During the fiscal year ended September 30, 2021, the Company expensed refinancing costs of $37 million, primarily representing the early redemption premium paid in connection with the repurchase of the $1,200 million 6.50% 2024 Notes and $750 million 6.50% 2025 Notes, and also the execution of Amendment No. 8 and Loan Modification Agreement. During the fiscal year ended September 30, 2020, the Company expensed refinancing costs of $28 million primarily representing the early redemption premium paid in connection with the repurchase of the $1,150 million 6.00% 2022 Notes, and also the execution of Amendment No. 7 and the Refinancing Facility Agreement. During the fiscal year ended September 30, 2019, the Company expensed refinancing costs of $3 million representing the early redemption premium paid in connection with the repurchase of the $550 million 2020 Senior Subordinated Notes and issuance of the $4.0 billion 2026 Senior Secured Notes.

Interest Rate Swap and Cap Agreements

Refer to Note 21, “Derivatives and Hedging Activities,” for information about how our interest rate swap and cap agreements are used to manage interest rate risk associated with floating-rate borrowings under our credit facilities.

F-23

Secured Notes

TransDigm Inc.’s 2025 Secured Notes and 2026 Secured Notes jointly and severally guaranteed, on a senior basis, by TD Group, TransDigm UK and all of TransDigm Inc.'s Domestic Restricted Subsidiaries, as defined in the applicable Indentures. The Secured Notes contain many of the restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all the covenants contained in the notes.

Subordinated Notes

TransDigm Inc.'s 6.375% 2026 Notes, 7.50% 2027 Notes, 5.50% 2027 Notes, 4.625% 2029 Notes, and 4.875% 2029 Notes are jointly and severally guaranteed, on a senior subordinated basis, by TD Group, TransDigm UK and all of TransDigm Inc.'s Domestic Restricted Subsidiaries, as defined in the applicable Indenture. TransDigm UK's 6.875% 2026 Notes are jointly and severally guaranteed, on a senior subordinated basis, by TD Group, TransDigm Inc. and all of TransDigm Inc.'s Domestic Restricted Subsidiaries, as defined in the applicable Indenture. The Notes contain many of the restrictive covenants included in the Credit Agreement. TransDigm is in compliance with all the covenants contained in the notes.

Debt Repayment Schedule

At September 30, 2021, future maturities of long-term debt (includes finance leases) are as follows (in millions):

Fiscal years ending September 30,
2022			$	277
2023			80
2024			1,770
2025			2,151
2026			10,268
Thereafter			5,257
Total			$	19,803

13. RETIREMENT PLANS

The Company maintains certain non-contributory defined benefit pension plans (collectively, referred to as the “pension plans”). The pension plans provide benefits of stated amounts for each year of service. The Company’s funding policy is to contribute actuarially determined amounts allowable under tax and statutory regulations for the qualified plans. The Company uses a September 30th measurement date for its defined benefit pension plans. In addition, the Company makes actuarially computed contributions to these plans as necessary to adequately fund benefits. The Company’s funding policy is consistent with the minimum funding requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The Company sponsors a number of U.S. defined benefit pension plans (collectively, referred to as the “U.S. plans”), with the largest plan being the Esterline Technologies Retirement Plan (the “ERP”). The ERP’s pension benefits are primarily earned under a cash balance formula with annual pay credits ranging from 2% to 6%. During the first quarter of fiscal 2021, the Company announced of its intent to freeze the ERP effective December 31, 2020, and amended the plan to, among other things, close participation by new or rehired employees and freeze all future benefit accruals as of the effective date. On March 30, 2021, the Company approved an amendment of its intent to terminate the ERP effective June 30, 2021. The weighted-average interest crediting rate decreased from 5.50% in fiscal year 2020 to a fixed rate of 4.71% as of the Plan’s effective termination date, in accordance with IRS regulations. The Company anticipates the termination process to be completed within the next 12 months, with the ERP expected to be fully liquidated by the end of fiscal year 2022.

As of September 30, 2021, the ERP’s pension obligation decreased by lump-sum settlement payments of $7.9 million that were distributed to participants from pension plan assets. As a result of the settlement, we were required to remeasure the ERP’s pension obligation. In connection with the remeasurement, we updated the effective discount rate assumption for the ERP’s pension obligation from 2.47% to 2.56% as of September 30, 2021. The increase in unrecognized actuarial losses from the remeasurement due to settlement payments that occurred during fiscal year 2021 was offset by increases to unrecognized actuarial gains from the freezing of all future benefit accruals of the ERP. During fiscal year 2021, the net amount of unrecognized actuarial losses recorded in accumulated other comprehensive loss on the Company’s consolidated balance sheets reclassified to other (income) expense on the consolidated statements of income related to the remeasurement was immaterial.

F-24

The Company also sponsors a number of non-U.S. defined benefit pension plans (collectively, referred to as the “non-U.S. plans”), primarily in Canada, France, Germany and the United Kingdom. These defined benefit plans generally provide benefits to employees based on formulas recognizing length of service and earnings. The Company also sponsors other retirement benefit plans for its employees in Canada. Other retirement benefit plans are non-contributory health care and life insurance plans.

The accumulated benefit obligation and projected benefit obligation for the U.S. plans are $350.6 million and $350.9 million, respectively, with plan assets of $341.1 million as of September 30, 2021. The underfunded status for the Company’s U.S. plans is $9.8 million at September 30, 2021. As of September 30, 2021, a $7.9 million decrease to the projected benefit obligation resulted from settlements that occurred in fiscal 2021. Contributions to the Company’s qualified U.S. plans totaled $1.4 million in fiscal 2021. No contributions were made to non-qualified U.S. plans in fiscal 2021. Contributions to the Company’s qualified and non-qualified U.S. plans totaled $1.7 million and $19.8 million, respectively, in fiscal 2020. There is an expected funding requirement of $0.6 million in fiscal 2022 for the qualified U.S. pension plans maintained by the Company.

The accumulated benefit obligation and projected benefit obligation for the non-U.S. plans are $217.2 million and $224.1 million, respectively, with plan assets of $205.9 million as of September 30, 2021. The underfunded status for these non-U.S. plans is $18.2 million at September 30, 2021. As of September 30, 2021, a $20.4 million decrease to the projected benefit obligation is due to divestitures that occurred in fiscal 2021. Contributions to the non-U.S. plans totaled $8.6 million and $8.3 million in fiscal 2021 and 2020, respectively. The expected funding requirement for fiscal 2022 for the non-U.S. plans is $2.3 million.

			U.S. Defined Benefit Pension Plans												Non-U.S. Defined Benefit Pension Plans
Principal assumptions as of year end			2021						2020						2021						2020
Discount rate			2.56%						2.47%						2.40%						1.90%
Rate of increase in future compensation levels			N/A (1)						4.45%						3.06%						2.90%
Assumed long-term rate of return on plan assets			5.74%						5.99%						3.20%						3.69%

(1)As a result of the plan freeze to the ERP for all future benefit accruals and participation by new or rehired employees on or after January 1, 2021, the assumed rate of increase in future compensation levels is not applicable as of September 30, 2021, as pay increases are not valued once a defined benefit pension plan is frozen.

			U.S. Post-Retirement Pension Plans												Non-U.S. Post-Retirement Pension Plans
Principal assumptions as of year end			2021						2020						2021						2020
Discount rate			2.36%						1.99%						2.87%						2.28%
Initial weighted average health care trend rate			7.30%						7.27%						5.70%						5.50%
Ultimate weighted average health care trend rate			6.00%						6.00%						4.20%						4.10%

The Company uses discount rates developed from a yield curve established from high-quality corporate bonds and matched to plan-specific projected benefit payments. Although future changes to the discount rate are unknown, had the discount rate increased or decreased by 25 basis points, pension liabilities in total would have decreased $8.4 million or increased $9.0 million, respectively. Had the discount rate increased or decreased by 25 basis points, fiscal 2021 net periodic benefit income for the pension plans would have decreased $0.4 million or increased $0.6 million, respectively. In determining the expected long-term rate of return on the defined benefit pension plans’ assets, the Company considers the historical rates of return, the nature of investments, the asset allocation, and expectations of future investment strategies. Had the expected return on assets increased or decreased by 25 basis points, fiscal 2021 net periodic benefit income would have increased $1.3 million or decreased $1.4 million, respectively. Other than the expected settlement of the ERP in fiscal 2022, management is not aware of any legislative or other initiatives or circumstances that will significantly impact the Company’s pension obligations in fiscal 2022.

Plan assets are invested in a diversified portfolio of equity and debt securities consisting primarily of common stocks, bonds and government securities. The objective of these investments is to maintain sufficient liquidity to fund current benefit payments and achieve targeted risk-adjusted returns. Management periodically reviews allocations of plan assets by investment type and evaluates external sources of information regarding the long-term historical returns and expected future returns for each investment type.

F-25

Due to the freeze and subsequent termination of the ERP that occurred during fiscal 2021, management approved changes to the Plan’s investment policy to align our pension plan assets with our projected benefit obligation to reduce volatility by targeting an investment strategy of approximately 85 to 95% in fixed-income securities and up to approximately 20% in return-seeking assets, consisting of primarily equity securities and real estate.

Allocations by investment type are as follows**:**

												Actual
Plan assets allocation as of fiscal year end:						Target						2021						2020
Return-seeking assets (e.g., equity securities and real estate)						0%-20%						20.7%						39.1%
Fixed-income securities (e.g., debt securities)						85%- 95%						78.3%						57.0%
Cash						—%						1.0%						3.9%
Total												100.0%						100.0%

The following table presents the fair value of the Company’s pension plan assets as of September 30, 2021, by asset category segregated by level within the fair value hierarchy, as described in Note 20, “Fair Value Measurements” (in millions):

						Fair Value Hierarchy
						Level 1						Level 2						Total
Investments measured at fair value by category: (5)
Return-seeking assets: (1)
U.S. equity securities						$	6					$	—					$	6
Non-U.S. equity securities						34						—						34
Fixed-income securities: (2)
Non-U.S. foreign commercial and government bonds						—						53						53
Cash and cash equivalents (3)						5						—						5
						$	45					$	53					$	98
Investments measured at net asset value by category: (4)
Return-seeking assets: (1)
Commingled trust funds - Non-U.S. securities																		65
Non-U.S. equity securities																		9
Fixed-income securities: (2)
U.S. government bonds and securities																		91
U.S corporate bonds																		223
Non-U.S. corporate bonds																		20
Non-U.S. foreign commercial and government bonds																		41
Total																		$	547

F-26

The following table presents the fair value of the Company’s pension plan assets as of September 30, 2020, by asset category segregated by level within the fair value hierarchy, as described in Note 20, “Fair Value Measurements” (in millions):

						Fair Value Hierarchy
						Level 1						Level 2						Total
Investments measured at fair value by category: (5)
Return-seeking assets: (1)
U.S. equity securities						$	4					$	—					$	4
Non-U.S. equity securities						48						—						48
Fixed-income securities: (2)
Non-U.S. foreign commercial and government bonds						—						58						58
Cash and cash equivalents (3)						22						—						22
						$	74					$	58					$	132
Investments measured at net asset value by category: (4)
Return-seeking assets: (1)
Commingled trust funds - Non-U.S. securities																		153
Non-U.S. equity securities																		9
Fixed-income securities: (2)
U.S. government bonds and securities																		80
U.S corporate bonds																		123
Non-U.S. corporate bonds																		18
Non-U.S. foreign commercial and government bonds																		31
Total																		$	546

(1) Level 1 return-seeking assets, which are primarily equity securities and real estate, are actively traded on U.S. and non-U.S. exchanges and are either valued using the market approach at quoted market prices on the measurement date or at the net asset value of the shares held by the plan on the measurement date based on quoted market prices.

(2) Level 2 fixed-income securities, which are primarily debt securities, are primarily valued using the market approach at either quoted market prices, pricing models that use observable market data, or bids provided by independent investment brokerage firms.

(3) Cash and cash equivalents include cash which is used to pay benefits and cash invested in a short-term investment fund that holds securities with values based on quoted market prices, but for which the funds are not valued on quoted market basis.

(4) These investments are valued at the net asset value (“NAV”) of units held. The NAV is used to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liability.

(5) No investments measured using Level 3 inputs.

Net periodic pension benefit (income) cost for the Company’s U.S. and non-U.S. defined benefit pension plans at the end of each fiscal year consisted of the following (in millions):

						Defined Benefit Pension Plans
						2021												2020												2019
						U.S. Pension Plans						Non-U.S. Pension Plans						U.S. Pension Plans						Non-U.S. Pension Plans						U.S. Pension Plans						Non-U.S. Pension Plans
Service cost						$	2					$	5					$	9					$	6					$	5					$	3
Interest cost						6						5						10						5						7						5
Expected return on plan assets						(19)						(7)						(19)						(8)						(10)						(6)
Amortization of net loss						1						2						1						1						—						—
Curtailment/settlements (gain) loss						—						(2)						(1)						(1)						—						—
Net periodic pension benefit (income) cost						$	(10)					$	3					$	—					$	3					$	2					$	2

F-27

Net periodic pension benefit cost for the Company’s U.S. and non-U.S. post-retirement pension plans was less than $1 million for each of the fiscal years ended 2021, 2020 and 2019. The components of net periodic pension benefit cost other than service cost are included in other (income) expense in the consolidated statements of income.

The funded status of the defined benefit pension and post-retirement plans at the end of fiscal 2021 and 2020 were as follows (in millions):

			Defined Benefit Pension Plans																								Post-Retirement Pension Plans
			September 30, 2021												September 30, 2020												September 30, 2021												September 30, 2020
			U.S. Pension Plans						Non-U.S. Pension Plans						U.S. Pension Plans						Non-U.S. Pension Plans						U.S. Pension Plans						Non-U.S. Pension Plans						U.S. Pension Plans						Non-U.S. Pension Plans
Benefit Obligations
Beginning balance			$	366					$	248					$	379					$	270					$	1					$	14					$	1					$	14
Currency translation adjustment			—						10						—						5						—						1						—						—
Service cost			2						5						9						6						—						1						—						—
Interest cost			6						5						10						5						—						—						—						—
Plan participant contributions			—						1						—						1						—						—						—						—
Actuarial (gain) loss			—						(11)						10						13						—						(3)						—						1
Curtailments			—						(4)						—						(2)						—						—						—						—
Settlements			(8)						(1)						(20)						(40)						—						—						—						—
Divestitures			—						(20)						—						—						—						—						—						—
Other adjustments			1						—						—						—						1						—						—						—
Benefits paid			(16)						(9)						(22)						(10)						—						(1)						—						(1)
Ending balance			$	351					$	224					$	366					$	248					$	2					$	12					$	1					$	14
Plan Assets - Fair Value
Beginning balance			$	342					$	204					$	318					$	234					$	—					$	—					$	—					$	—
Currency translation adjustment			—						9						—						3						—						—						—						—
Realized and unrealized gain on plan assets			22						14						44						8						—						—						—						—
Plan participant contributions			—						1						—						1						—						—						—						—
Company contributions			—						8						21						8						—						1						—						1
Settlements			(8)						(1)						(19)						(40)						—						—						—						—
Divestitures			—						(20)						—						—						—						—						—						—
Other adjustments			1						—						—						—						—						—						—						—
Benefits paid			(16)						(9)						(22)						(10)						—						(1)						—						(1)
Ending balance			$	341					$	206					$	342					$	204					$	—					$	—					$	—					$	—
Funded Status
Fair value of plan assets			$	341					$	206					$	342					$	204					$	—					$	—					$	—					$	—
Benefit obligations			(351)						(224)						(366)						(248)						(2)						(12)						(1)						(14)
Net amount recognized			$	(10)					$	(18)					$	(24)					$	(44)					$	(2)					$	(12)					$	(1)					$	(14)
Amount Recognized on Consolidated Balance Sheet
Other (non-current assets)			$	—					$	6					$	—					$	4					$	—					$	—					$	—					$	—
Accrued liabilities (current)			(3)						—						(1)						(1)						—						(1)						—						(1)
Other non-current liabilities			(7)						(24)						(23)						(47)						(2)						(11)						(1)						(13)
Net amount recognized			$	(10)					$	(18)					$	(24)					$	(44)					$	(2)					$	(12)					$	(1)					$	(14)
Amounts Recognized in Accumulated Other Comprehensive Income
Net actuarial loss (gain)			$	10					$	14					$	12					$	35					$	(1)					$	(2)					$	—					$	2
Prior service cost			1						1						1						1						1						—						—						—
Ending balance			$	11					$	15					$	13					$	36					$	—					$	(2)					$	—					$	2

The accumulated benefit obligation for all pension plans was $567.8 million and $595.3 million as of September 30, 2021 and September 30, 2020, respectively.

F-28

Estimated future benefit payments expected to be paid from the pension and post-retirement benefit plans or from the Company’s assets are as follows (in millions):

Fiscal years ending September 30,
2022 (1)						$	350
2023						12
2024						12
2025						12
2026						13
2027 - 2031						65

(1) Expected benefit payments in fiscal year 2022 primarily relates to the expected liquidation of the ERP.

Defined Contribution Plans

The Company sponsors certain defined contribution employee savings plans that cover substantially all of the Company’s U.S. employees. Under certain plans, the Company contributes a percentage of employee compensation and matches a portion of employee contributions. The cost recognized for such contributions for the fiscal years ended September 30, 2021, 2020 and 2019 was approximately $28.3 million, $25.3 million and $24.5 million, respectively.

14. INCOME TAXES

The Company’s income from continuing operations before income taxes includes the following components for the periods shown below (in millions):

			Fiscal Years Ended September 30,
			2021						2020						2019
United States			$	516					$	635					$	878
Foreign			199						105						185
			$	715					$	740					$	1,063

The Company’s income tax provision (benefit) on income from continuing operations consists of the following for the periods shown below (in millions):

			Fiscal Years Ended September 30,
			2021						2020						2019
Current
Federal			$	(21)					$	26					$	154
State			14						3						15
Foreign			7						34						54
			—						63						223
Deferred
Federal			7						29						15
State			(2)						3						2
Foreign			29						(8)						(18)
			34						24						(1)
			$	34					$	87					$	222

F-29

A reconciliation of the federal statutory income tax rate to the effective income tax rate for the periods shown below is as follows:

			Fiscal Years Ended September 30,
			2021						2020						2019
Federal statutory income tax rate			21.0		%				21.0		%				21.0		%
Provision to return adjustments			2.2		%				(0.4)		%				(0.3)		%
Remeasurement of deferred tax assets and liabilities related to enacted statutory rate changes			2.1		%				0.4		%				(0.5)		%
Gain on sale of businesses			1.4		%				—		%				—		%
Global intangible low-taxed income			1.3		%				0.4		%				1.0		%
Foreign tax credits			(1.2)		%				(0.6)		%				(1.7)		%
Research and development credits			(1.2)		%				(0.6)		%				(0.6)		%
Foreign-derived intangible income			(1.5)		%				(2.8)		%				(1.5)		%
Resolution and settlements to uncertain tax positions			(3.2)		%				(0.3)		%				(0.3)		%
Changes in valuation allowances impacting results (1)			(8.2)		%				4.2		%				6.2		%
Stock compensation			(8.7)		%				(10.7)		%				(5.4)		%
Other—net			0.7		%				1.1		%				3.0		%
Effective income tax rate			4.7		%				11.7		%				20.9		%

(1) Primarily relates to the Company’s business interest expense limitation pursuant to IRC §163(j) as modified by the Tax Cuts and Jobs Act. Such provision, as modified, was effective for the Company beginning in fiscal 2019. In general, the deduction for interest expense is limited to 30% (50% as modified by the CARES Act for the Company’s fiscal 2020 and 2021) of the sum of the Company’s adjusted taxable income (“ATI”) and its business interest income. Interest expense disallowed by such limitation, in a taxable year, may be carried forward indefinitely. Based upon available evidence, a valuation allowance was recorded for the resulting carryforward to reflect the Company’s belief that it is more likely than not that such deferred tax assets will not be realized. In fiscal 2021, the Company made a tax election on its most recently filed U.S. federal income tax return allowing for the utilization of its net interest limitation carryforward. The Company recognized approximately $69.0 million of benefit from the release of the valuation allowance, applicable to such carryforward, for the fiscal year ended September 30, 2021.

The components of the deferred taxes consist of the following (in millions):

			September 30, 2021						September 30, 2020
Deferred tax assets (liabilities):
Intangible assets			$	(814)					$	(730)
Property, plant and equipment			(32)						(59)
Employee benefits			107						110
Interest rate swaps and caps			69						92
Net operating losses			58						54
Loss contract reserves			51						55
Inventories			45						41
U.S. income tax credits			31						17
Interest expense limitation			28						87
Non-U.S. income tax credits			20						21
Environmental reserves			11						12
Product warranty reserves			7						10
Other			8						9
Total			(411)						(281)
Add: Valuation allowance			(74)						(132)
Total net deferred tax assets (liabilities)			$	(485)					$	(413)

F-30

At September 30, 2021, the Company has state net operating loss carryforwards of approximately $1,491.8 million, German net operating loss carryforwards of $41.2 million and United Kingdom net operating loss carryforwards of approximately $39.6 million that expire in various tax years from 2021 to 2039. The Company has U.S. and non-U.S. tax credit carryforwards of $50.7 million that expire beginning in 2025.

The deferred tax assets for the interest expense limitation, net operating losses, and tax credit carryforwards are reduced by a valuation allowance for the amount of such assets that the Company believes will not be realized.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations for years before fiscal 2017. The Company is currently under examination for its federal income taxes in Canada for fiscal years 2013 through 2019, in France for fiscal years 2018 through 2019 and in Germany for fiscal years 2014 through 2017. The Company expects the examinations in France to be completed during fiscal 2022. In addition, the Company is subject to state income tax examinations for fiscal years 2015 and later.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

			2021						2020
Balance at October 1			$	41					$	37
Additions based on tax positions related to the prior year			—						7
Additions based on tax positions related to the current year			2						2
Reductions based on tax positions related to the prior year			(18)						(1)
Settlement with tax authorities			(4)						(2)
Lapse in statute of limitations			(2)						(2)
Balance at September 30			$	19					$	41

Unrecognized tax benefits at September 30, 2021 and 2020, the recognition of which would have an effect on the effective tax rate for each fiscal year, amounted to $19.1 million and $40.9 million, respectively. The Company classifies all income tax-related interest and penalties as income tax expense, which were not significant for the years ended September 30, 2021 and 2020. As of September 30, 2021 and 2020, the Company accrued $4.9 million and $8.7 million, respectively, for the potential payment of interest and penalties. Within the next 12 months, it is reasonably possible that unrecognized tax benefits could be reduced by approximately $3.0 million resulting from the resolution or closure of tax examinations. Any increase in the amount of unrecognized tax benefits within the next 12 months is not expected to be material.

F-31

15. COMMITMENTS AND CONTINGENCIES

During the ordinary course of business, the Company is from time to time threatened with, or may become a party to, legal actions and other proceedings. 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.

Litigation Claims – We, as a nominal defendant, and certain of our current or former directors, are defendants in a shareholder derivative action captioned Sciabacucchi v Howley, et al. (Del. Chancery Court). The case was filed on November 1, 2021. The plaintiff alleges that the defendants breached their fiduciary duties, that the directors engaged in corporate waste and that the directors and our former Executive Chair and Chief Executive Officer were unjustly enriched in connection with the compensation paid to them. The plaintiff seeks attorney fees and equitable remedies such as rescission of compensation and changes in corporate policies, as well as unspecified monetary damages. Although we are only a nominal defendant in the derivative action, we could have indemnification obligations and/or be required to advance the costs and expenses of the officer and director defendants in the action. We do not expect this matter to have a material adverse impact on our financial condition or results of operations.

Environmental Liabilities – Our operations and facilities are subject to a number of federal, state, local and foreign environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water, the generation, handling, storage and disposal of hazardous materials and wastes, the remediation of contamination and the health and safety of our employees. Environmental laws and regulations may require that the Company investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations. Certain facilities and third-party sites utilized by the Company have been identified as potentially responsible parties under the federal superfund laws and comparable state laws. 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. Estimates of the Company’s environmental liabilities are further subject to uncertainties regarding the nature and extent of site contamination, the range of remediation alternatives available, evolving remediation standards, imprecise engineering evaluations and cost estimates, the extent of corrective actions that may be required and the number and financial condition of other potentially responsible parties, as well as the extent of their responsibility for the remediation.

Accordingly, as investigation and remediation proceed, it is likely that adjustments in the Company’s accruals will be necessary to reflect new information. The amounts of any such adjustments could have a material adverse effect on the Company’s results of operations or cash flows in a given period. Based on currently available information, however, the Company does not believe that future environmental costs in excess of those accrued with respect to sites for which the Company has been identified as a potentially responsible party are likely to have a material adverse effect on the Company’s financial condition or results of operations.

Environmental liabilities are recorded when the liability is probable and the costs are reasonably estimable, which generally is not later than at completion of a feasibility study or when the Company has recommended a remedy or has committed to an appropriate plan of action. The Company also takes into consideration the estimated period of time in which payments will be required. The liabilities are reviewed periodically and, as investigation and remediation proceed, adjustments are made as necessary. Liabilities for losses from environmental remediation obligations do not consider the effects of inflation and anticipated expenditures are not discounted to their present value. The liabilities are not offset by possible recoveries from insurance carriers or other third parties, but do reflect anticipated allocations among potentially responsible parties at federal superfund sites or similar state-managed sites, third party indemnity obligations, and an assessment of the likelihood that such parties will fulfill their obligations at such sites.

The Company’s consolidated balance sheets includes current environmental remediation obligations at September 30, 2021 and 2020 of $8.2 million and $7.9 million classified as a component of accrued and other current liabilities, respectively, and non-current environmental remediation obligations at September 30, 2021 and 2020 of $40.7 million and $43.1 million classified as a component of other non-current liabilities, respectively.

Leach International Europe (Facility Fire) – On August 8, 2019, a fire caused significant damage to the Niort, France operating facility of the Leach International Europe subsidiary, which is reported within the Company’s Power & Control segment. The facility as well as certain machinery, equipment and inventory sustained damage. The Company suspended operations at the Niort facility as a result of the fire; however, had transferred certain operations to temporary facilities until operations were fully restored at the rebuilt facility. The new facility was completed in December 2020 and was fully operational as of March 2021.

F-32

The Company’s insurance covers damage to the facility, equipment, inventory, and other assets, at replacement cost, as well as business interruption losses and other incremental costs resulting from the disruption of operations caused by the fire, subject to a $1 million deductible and certain sub-limits based on the nature of the covered item. Anticipated insurance recoveries related to losses and incremental costs incurred were recognized when receipt was probable. Anticipated insurance recoveries in excess of net book value of the damaged property and inventory were recorded once all contingencies relating to the claim had been resolved.

During fiscal 2021, the insurance claim, inclusive of property, business interruption and incremental costs of working, was settled for $88 million, net of the $1 million deductible. A gain of $24 million was recorded to other income during fiscal 2021, of which $19 million represents the insurance proceeds received in excess of the carrying value of the damaged fixed assets and inventory and $5 million represents the insurance proceeds received in excess of previously recorded receivables for business interruption and incremental costs of working.

Of the approximately $58 million in cash proceeds received in fiscal 2021 relating to the insurance claim and final settlement of the claim, $24 million was included in net cash used in investing activities and $34 million was included in net cash provided by operating activities within the consolidated statements of cash flows based on the nature of the insurance reimbursements. In fiscal 2020, approximately $28 million in cash proceeds was received as an initial advance under the property insurance claim. All of the proceeds received in fiscal 2020 were included in net cash provided by operating activities within the consolidated statements of cash flows based on the nature of the insurance reimbursements.

16. CAPITAL STOCK

TD Group consists of 224,400,000 shares of $.01 par value common stock and 149,600,000 shares of $.01 par value preferred stock. The total number of shares of common stock issued at September 30, 2021 and 2020 was 59,403,100 and 58,612,028, respectively. The total number of shares held in treasury was 4,198,226 at September 30, 2021 and 2020. There were no shares of preferred stock outstanding at September 30, 2021 and 2020. The terms of the preferred stock have not been established.

On November 8, 2017, our Board of Directors, authorized a stock repurchase program permitting repurchases of our outstanding shares not to exceed $650 million in the aggregate, subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes. During March 2020, the Company repurchased 36,900 shares of its common stock at a gross cost of $18.9 million at the weighted average cost of $512.67 under the program. No repurchases were made under the program during the fiscal year ended September 30, 2021. As of September 30, 2021, the remaining amount of repurchases allowable under the program was $631.1 million subject to any restrictions specified in the Credit Agreement and/or Indentures governing the existing Notes.

17. SEGMENTS

The Company’s businesses are organized and managed in three reporting segments: Power & Control, Airframe and Non-aviation.

The Power & Control segment includes operations that primarily develop, produce and market systems and components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. Major product offerings include mechanical/electro-mechanical actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, databus and power controls, advanced sensor products, switches and relay panels, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems. Primary customers of this segment are engine and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Airframe segment includes operations that primarily develop, produce and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. Major product offerings include engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, cockpit security components and systems, specialized and advanced cockpit displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety restraints, engineered and customized interior surfaces and related components, thermal protection and insulation, lighting and control technology and parachutes. Primary customers of this segment are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

F-33

The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets. Major product offerings include seat belts and safety restraints for ground transportation applications, mechanical/electro-mechanical actuators and controls for space applications, hydraulic/electromechanical actuators and fuel valves for land based gas turbines, and refueling systems for heavy equipment used in mining, construction and other industries and turbine controls for the energy and oil and gas markets. 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.

The primary measurement used by management to review and assess the operating performance of each segment is EBITDA As Defined. 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 plans, restructuring costs related to the Company's cost reduction measures in response to the COVID-19 pandemic, foreign currency gains and losses, acquisition-integration costs, acquisition and divestiture transaction-related expenses, and refinancing costs. COVID-19 restructuring costs represent actions taken by the Company to reduce its workforce to align with customer demand, as well as incremental costs related to the pandemic that are not expected to recur once the pandemic has subsided and are clearly separable from normal operations (e.g., additional cleaning and disinfecting of facilities by contractors above and beyond normal requirements, personal protective equipment). Acquisition and divestiture-related costs represent accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold; costs incurred to integrate acquired businesses and product lines into the Company’s operations, facility relocation costs and other acquisition-related costs; transaction-related costs for both acquisitions and divestitures comprising deal fees; legal, financial and tax diligence expenses and valuation costs that are required to be expensed as incurred and other acquisition accounting adjustments.

EBITDA As Defined is not a measurement of financial performance under U.S. GAAP. Although the Company uses EBITDA As Defined to assess the performance of its business and for various other purposes, the use of this non-GAAP financial measure as an analytical tool has limitations, and it should not be considered in isolation or as a substitute for analysis of the Company’s results of operations as reported in accordance with U.S. GAAP.

The Company’s segments are reported on the same basis used internally for evaluating performance and for allocating resources. The accounting policies for each segment are the same as those described in the summary of significant accounting policies in the Company’s consolidated financial statements. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers that is eliminated in consolidation. Intersegment sales were immaterial for the periods presented below. Corporate consists of our corporate offices. Corporate office expenses consist primarily of compensation, benefits, professional services and other administrative costs incurred by the corporate offices. Corporate assets consist primarily of cash and cash equivalents. Corporate expenses and assets reconcile reportable segment data to the consolidated totals. An immaterial amount of corporate expenses are allocated to the operating segments.

F-34

The following table presents net sales by reportable segment (in millions):

			Fiscal Years Ended September 30,
			2021						2020						2019
Net sales to external customers
Power & Control
Commercial and non-aerospace OEM			$	527					$	623					$	686
Commercial and non-aerospace aftermarket			576						673						769
Defense			1,447						1,399						1,281
Total Power & Control			2,550						2,695						2,736
Airframe
Commercial and non-aerospace OEM			591						783						836
Commercial and non-aerospace aftermarket			550						689						865
Defense			942						781						628
Total Airframe			2,083						2,253						2,329
Total Non-aviation			165						155						158
Net sales			$	4,798					$	5,103					$	5,223

The following table reconciles EBITDA As Defined by segment to consolidated income from continuing operations before income taxes (in millions):

			Fiscal Years Ended September 30,
			2021						2020						2019
EBITDA As Defined
Power & Control			$	1,319					$	1,345					$	1,395
Airframe			878						955						1,063
Non-aviation			62						54						51
Total segment EBITDA As Defined			2,259						2,354						2,509
Less: Unallocated corporate expenses			70						76						90
Total Company EBITDA As Defined			2,189						2,278						2,419
Depreciation and amortization expense			253						283						225
Interest expense, net			1,059						1,029						859
Acquisition and divestiture-related costs			35						31						169
Non-cash stock compensation expense			129						93						93
Refinancing costs			37						28						3
COVID-19 pandemic restructuring costs			40						54						—
Gain on sale of businesses, net			(69)						—						—
Other, net			(10)						20						7
Income from continuing operations before income taxes			$	715					$	740					$	1,063

F-35

The following table presents capital expenditures and depreciation and amortization by segment (in millions):

			Fiscal Years Ended September 30,
			2021						2020						2019
Capital expenditures
Power & Control			$	65					$	89					$	50
Airframe			37						10						48
Non-aviation			2						4						3
Corporate			1						2						1
			$	105					$	105					$	102
Depreciation and amortization
Power & Control			$	107					$	117					$	99
Airframe			139						157						119
Non-aviation			6						7						6
Corporate			1						2						2
			$	253					$	283					$	226

The following table presents total assets by segment (in millions):

			September 30, 2021						September 30, 2020
Total assets
Power & Control			$	6,980					$	7,005
Airframe			7,472						6,575
Non-aviation			229						251
Corporate			4,634						4,564
			$	19,315					$	18,395

Geographic Area Information

Net sales are measured based on the geographic destination of sales. Long-lived assets consist of property, plant and equipment - net and operating lease right-of-use assets. Net sales and long-lived assets of individual countries outside of the United States are not material.

The following table presents net sales by geographic area (in millions):

			September 30, 2021						September 30, 2020
Net sales
United States			$	3,096					$	3,407
Foreign Countries			1,702						1,696
			$	4,798					$	5,103

The following table presents long-lived assets by geographic area (in millions):

			September 30, 2021						September 30, 2020
Long-lived assets
United States			$	608					$	600
Foreign Countries			256						255
			$	864					$	855

F-36

18. STOCK-BASED COMPENSATION

The Company’s equity compensation plans are designed to assist the Company in attracting, retaining, motivating and rewarding key employees, directors or consultants, and promoting the creation of long-term value for stockholders by closely aligning the interests of these individuals with those of the Company’s stockholders. The Company’s equity compensation plans provide for the granting of stock options.

Non-cash stock compensation expense recognized by the Company during the fiscal years ended September 30, 2021, 2020 and 2019 was $128.9 million, $92.7 million and $93.4 million, respectively.

The weighted-average grant date fair value of options granted during the fiscal years ended September 30, 2021, 2020 and 2019 was $193.47, $157.41 and $114.43, respectively.

Compensation expense is recognized based upon probability assessments of awards that are expected to vest in future periods, adjusted for expected forfeitures. Such probability assessments are subject to revision and, therefore, unrecognized compensation expense is subject to future changes in estimate. As of September 30, 2021, there was approximately $55.0 million of total unrecognized compensation expense related to non-vested awards expected to vest, which is expected to be recognized over a weighted-average period of 1.3 years.

On September 25, 2020, the Compensation Committee of the Board of Directors determined to allow the portion of options granted in fiscal 2020 with a scheduled vesting date in 2020 to vest, effective September 30, 2020, notwithstanding that performance criteria for such options would not be met. This action impacted options granted to approximately 85 individuals, including all of the independent directors and certain executive officers. This action was treated as a modification for accounting purposes under ASC 718. An additional $2.5 million of stock compensation expense for fiscal 2020 resulted from this modification.

On November 10, 2020, the Compensation Committee of the Board of Directors approved the Company’s established performance criteria required to be achieved for the options granted in fiscal 2020 and in fiscal 2021 with a scheduled vesting date of September 30, 2021. This action resulted in a modification for accounting purposes under ASC 718 for the options granted in fiscal 2020, consisting of 64 individuals, including all of the independent directors and certain executive officers. An additional $8.5 million of stock compensation expense for fiscal 2021 resulted from this modification.

The fair value of the Company’s employee stock options was estimated at the date of grant or modification using a Black-Scholes option-pricing model with the following weighted average assumptions for all options granted during the fiscal years ended:

			Fiscal Years Ended September 30,
			2021						2020						2019
Risk-free interest rate			0.42% to 0.86%						0.26% to 1.65%						2.33% to 3.03%
Expected life of options			5.5 years						5 to 5.5 years						5.5 years
Expected dividend yield of stock			—						—						—
Expected volatility of stock			36%						25% to 39%						25%

The risk-free interest rate is based upon the U.S. Treasury bond rates as of the grant or modification date. The average expected life of stock-based awards is based on the Company’s actual historical exercise experience. Expected volatility of stock was calculated using a rate based upon the historical volatility of TransDigm’s common stock up to the date of grant or date of modification. The Company estimates stock option forfeitures based on historical data. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Notwithstanding the special cash dividends declared and paid from time to time, the Company historically has not declared and paid regular cash dividends and does not anticipate declaring and paying regular cash dividends in future periods; thus, no dividend rate assumption is used.

The total fair value of options vested during fiscal years ended September 30, 2021, 2020 and 2019 was $92.0 million, $97.2 million and $37.7 million, respectively. The significant increase in the total fair value of options vested during fiscal years 2021 and 2020 compared to fiscal year 2019 resulted from substantially more options vesting and increase in the grant date fair value, particularly between fiscal 2019 and fiscal 2020.

2019 Stock Option Plan

In August 2019, the Board of Directors of TD Group adopted a new stock option plan, which was subsequently approved by stockholders on October 3, 2019. The 2019 stock option plan permits TD Group to award stock options to our key employees, directors or consultants. The total number shares of TD Group common stock reserved for issuance or delivery under the 2019 stock option plan is 4,000,000, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event. No grants have been made from TD Group’s 2019 stock option plan as of September 30, 2021.

F-37

2014 Stock Option Plan

In July 2014, the Board of Directors of TD Group adopted the 2014 stock option plan, which was subsequently approved by stockholders on October 2, 2014. The 2014 stock option plan permits TD Group to award our key employees, directors or consultants stock options. The total number of shares of TD Group common stock reserved for issuance or delivery under the 2014 stock option plan is 5,000,000, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event.

Performance Vested Stock Options—Generally all of the options granted through September 30, 2021 under the 2014 stock option plan have been pursuant to an equity incentive program adopted by the Company in 2008. Under the 2008 equity incentive program, generally all of the options granted will vest based on the Company’s achievement of established operating performance goals. As of September 30, 2021, the operating performance goals have not been determined on the portion of options granted in fiscal 2021 and 2020 with a scheduled vesting date of September 30, 2022 and beyond due to the uncertainty on the Company’s financial results from the COVID-19 pandemic. The following table summarizes the activity, pricing and other information for the Company’s performance vested stock-based award activity during the fiscal year ended September 30, 2021:

			Number of Options						Weighted-Average Exercise Price Per Option						Weighted-Average Remaining Contractual Term						Aggregate Intrinsic Value
Outstanding at September 30, 2020			3,613,857						$	364.79
Granted			811,308						573.65
Exercised			(101,638)						328.42
Forfeited			(120,604)						464.43
Expired			—						—
Outstanding at September 30, 2021			4,202,923						$	403.12					7.1 years						$	930,737,298
Expected to vest			725,302						$	351.88					6.9 years						$	197,784,390
Exercisable at September 30, 2021			2,458,305						$	352.13					6.5 years						$	669,740,614

At September 30, 2021, there were 626,294 remaining shares available for award under TD Group’s 2014 stock option plan.

2006 Stock Incentive Plan

In conjunction with the consummation of the Company’s initial public offering, a 2006 stock incentive plan was adopted by TD Group. In July 2008 and March 2011, the plan was amended to increase the number of shares available for issuance thereunder. TD Group reserved 8,119,668 shares of its common stock for issuance to key employees, directors or consultants under the plan. Awards under the plan were in the form of options, restricted stock or other stock-based awards. Options granted under the plan expire no later than the tenth anniversary of the applicable date of grant of the options, and have an exercise price of not less than the fair market value of our common stock on the date of grant. Restricted stock granted under the plan vested over three years. No restricted stock units remained outstanding as of September 30, 2018.

Performance Vested Stock Options—All of the options granted under the 2006 stock incentive plan have been pursuant to an equity incentive program adopted by the Company in 2008. Under the 2008 equity incentive program, all of the options granted vest based on the Company’s achievement of established operating performance goals. The following table summarizes the activity, pricing and other information for the Company’s performance vested stock-based award activity during the fiscal year ended September 30, 2021:

			Number of Options						Weighted-Average Exercise Price Per Option						Weighted-Average Remaining Contractual Term						Aggregate Intrinsic Value
Outstanding at September 30, 2020			2,235,680						$	170.97
Granted			—						—
Exercised			(687,075)						137.75
Forfeited			—						—
Expired			—						—
Outstanding at September 30, 2021			1,548,605						$	185.71					2.9 years						$	679,627,029
Exercisable at September 30, 2021			1,548,605						$	185.71					2.9 years						$	679,627,029

The 2006 stock incentive plan expired on March 14, 2016 and no further shares were granted under the plan thereafter.

F-38

2003 Stock Option Plan

Certain executives and key employees of the Company were granted stock options under TD Group’s 2003 stock option plan. All shares had been issued as of September 30, 2013. As of September 30, 2020, 829 options were outstanding and exercisable at a weighted average price per option of $130.09. As of September 30, 2021, no shares were outstanding or exercisable under our 2003 stock incentive plan.

The total intrinsic value of performance options exercised during the fiscal years ended September 30, 2021, 2020 and 2019 was $355.3 million, $394.2 million and $240.2 million, respectively.

Dividend Equivalent Plans

Pursuant to the Third Amended and Restated TransDigm Group Incorporated 2003 Stock Option Plan Dividend Equivalent Plan, the Second Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan and the 2014 Stock Option Plan Dividend Equivalent Plan, all of the options granted under the existing stock option plans are entitled to certain dividend equivalent payments in the event of the declaration of a dividend by the Company.

Dividend equivalent payments on vested options were $72.5 million, $184.9 million and $111.0 million during the fiscal years ended September 30, 2021, 2020 and 2019, respectively. At September 30, 2021, there was $45.9 million recorded in accrued and other current liabilities and $30.9 million accrued in other non-current liabilities on the consolidated balance sheets related to future dividend equivalent payments.

19. LEASES

The Company leases certain manufacturing facilities, offices, land, equipment and vehicles. Such leases, some of which are noncancellable and, in many cases, include renewals, expire at various dates. Such options to renew are included in the lease term when it is reasonably certain that the option will be exercised. The Company’s lease agreements typically do not contain any significant residual value guarantees or restrictive covenants, and payments within certain lease agreements are adjusted periodically for changes in an index or rate.

The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The discount rate implicit within our leases is generally not determinable and therefore we determine the discount rate based on our incremental borrowing rate. The incremental borrowing rate for our leases is determined based on the lease term and the currency in which lease payments are made. The length of a lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company made an accounting policy election to not recognize lease assets or liabilities for leases with a term of 12 months or less. Additionally, when accounting for leases, the Company combines payments for leased assets, related services and other components of a lease.

The components of lease expense for the fiscal years ended September 30, 2021 and 2020 are as follows (in millions):

									Fiscal Years Ended September 30,
			Classification						2021						2020
Operating lease cost			Cost of Sales or Selling and Administrative Expenses						$	29					$	29
Finance lease cost
Amortization of leased assets			Cost of Sales						4						3
Interest on lease liabilities			Interest Expense - Net						6						4
Total lease cost									$	39					$	36

F-39

Supplemental cash flow information related to leases for the fiscal years ended September 30, 2021 and 2020 is as follows (in millions):

						Fiscal Years Ended September 30,
						2021						2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases						$	29					$	29
Operating cash outflows from finance leases						6						4
Financing cash outflows from finance leases						2						2
Lease assets obtained in exchange for new lease obligations:
Operating leases						$	41					$	32
Financing leases						25						—

Supplemental balance sheet information related to leases is as follows (in millions):

			Classification						September 30, 2021						September 30, 2020
Operating Leases
Operating lease right-of-use assets			Other assets						$	94					$	103
Current operating lease liabilities			Accrued and other current liabilities						20						22
Long-term operating lease liabilities			Other non-current liabilities						79						87
Total operating lease liabilities									$	99					$	109
Finance Leases
Finance lease right-of-use assets, net			Property, plant and equipment - net						$	104					$	67
Current finance lease liabilities			Accrued and other current liabilities						2						2
Long-term finance lease liabilities			Other non-current liabilities						98						55
Total finance lease liabilities									$	100					$	57

As of September 30, 2021, the Company has the following remaining lease term and weighted average discount rates:

Weighted-average remaining lease term
Operating leases			8.1 years
Finance leases			21.7 years
Weighted-average discount rate
Operating leases			6.0%
Finance leases			7.2%

Maturities of lease liabilities at September 30, 2021 are as follows (in millions):

			Operating Leases						Finance Leases
2022			$	24					$	8
2023			19						9
2024			16						9
2025			13						9
2026			10						9
Thereafter			45						171
Total future minimum lease payments			127						215
Less: imputed interest			28						115
Present value of lease liabilities reported			$	99					$	100

F-40

20. FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following summarizes the carrying amounts and fair values of financial instruments (in millions):

									September 30, 2021												September 30, 2020
			Level						Carrying Amount						Fair Value						Carrying Amount						Fair Value
Assets:
Cash and cash equivalents			1						$	4,787					$	4,787					$	4,717					$	4,717
Interest rate cap agreements (1)			2						8						8						—						—
Liabilities:
Interest rate swap agreements (2)			2						100						100						56						56
Interest rate swap agreements (3)			2						180						180						328						328
Foreign currency forward exchange contracts (2)			2						4						4						1						1
Short-term borrowings - trade receivable securitization facility (4)			2						349						349						349						349
Long-term debt, including current portion:
Term loans (4)			2						7,318						7,268						7,378						7,004
Revolving credit facility (4)			2						200						200						200						200
2024 Notes (4)			1						—						—						1,195						1,194
2025 Notes (4)			1						—						—						750						743
2025 Secured Notes (4)			1						1,093						1,170						1,091						1,194
6.375% 2026 Notes (4)			1						945						981						944						948
6.875% 2026 Notes (4)			1						494						527						493						500
2026 Secured Notes (4)			1						4,359						4,593						4,350						4,604
7.50% 2027 Notes (4)			1						546						578						545						569
5.50% 2027 Notes (4)			1						2,632						2,730						2,629						2,554
4.625% 2029 Notes (4)			1						1,190						1,196						—						—
4.875% 2029 Notes (4)			1						743						751						—						—
Government refundable advances			2						29						29						28						28
Finance lease obligations			2						100						100						57						57

(1)Included in other assets on the consolidated balance sheets.

(2)Included in accrued and other current liabilities on the consolidated balance sheets.

(3)Included in other non-current liabilities on the consolidated balance sheets.

(4)The carrying amount of the debt instrument is presented net of the debt issuance costs, premium and discount. Refer to Note 12, “Debt,” for gross carrying amounts.

The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were recognized or disclosed using unobservable inputs (i.e., Level 3).

Interest rate swaps were measured at fair value using quoted market prices for the swap interest rate indexes over the term of the swap discounted to present value versus the fixed rate of the contract. The interest rate caps were measured at fair value using implied volatility rates of each individual caplet and the yield curve for the related periods.

F-41

The Company’s derivative contracts consist of foreign currency exchange contracts and interest rate swap and cap agreements. These derivative contracts are over-the-counter, and their fair value is determined using modeling techniques that include market inputs such as interest rates, yield curves, and currency exchange rates. These contracts are categorized as Level 2 in the fair value hierarchy.

The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s senior secured credit facility. The estimated fair values of the Company’s notes were based upon quoted market prices. There has not been any impact to the fair value of derivative liabilities due to the Company's own credit risk. Similarly, there has not been any significant impact to the fair value of derivative assets based on the Company's evaluation of counterparties' credit risks.

The fair value of cash and cash equivalents, trade accounts receivable-net and accounts payable approximated carrying value due to the short-term nature of these instruments at September 30, 2021 and 2020.

21. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to, among other things, the impact of changes in foreign currency exchange rates and interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks and does not enter into such transactions for trading purposes. The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. These derivative financial instruments do not subject the Company to undue risk, as gains and losses on these instruments generally offset gains and losses on the underlying assets, liabilities, or anticipated transactions that are being hedged. The Company has agreements with each of its swap and cap counterparties that contain a provision whereby if the Company defaults on the credit facility the Company could also be declared in default on its swaps and caps, resulting in an acceleration of payment under the swaps and caps.

All derivative financial instruments are recorded at fair value in the consolidated balance sheets. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or liability is recognized immediately through earnings. For a derivative designated as an accounting hedge of an anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the consolidated balance sheets in accumulated other comprehensive loss to the extent the derivative is effective in mitigating the exposure related to the anticipated transaction. The change in the fair value related to the ineffective portion of the hedge, if any, is immediately recognized in earnings. The amount recorded within accumulated other comprehensive loss is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings.

Interest Rate Swap and Cap Agreements – Interest rate swap and cap agreements are used to manage interest rate risk associated with floating-rate borrowings under our credit facility. The interest rate swap and cap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate basis through the expiration date of the interest rate swap and cap agreements, thereby reducing the impact of interest rate changes on future interest expense. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the term of the agreements without an exchange of the underlying principal amount. These derivative instruments qualify as effective cash flow hedges under U.S. GAAP. For these cash flow hedges, the effective portion of the gain or loss from the financial instruments was initially reported as a component of accumulated other comprehensive loss in stockholders’ deficit and subsequently reclassified into earnings in the same line as the hedged item in the same period or periods during which the hedged item affected earnings. As the interest rate swap and cap agreements are used to manage interest rate risk, any gains or losses from the derivative instruments that are reclassified into earnings are recognized in interest expense-net in the consolidated statements of income.

F-42

The following table summarizes the Company’s interest rate swap agreements:

Aggregate Notional Amount (in millions)						Start Date						End Date						Related Term Loans						Conversion of Related Variable Rate Debt to Fixed Rate of:
$500						6/29/2018						3/31/2025						Tranche E						5.25% (3.0% plus the 2.25% margin percentage)
$750						6/30/2020						6/30/2022						Tranche E						4.75% (2.5% plus the 2.25% margin percentage)
$1,500						6/30/2022						3/31/2025						Tranche E						5.35% (3.1% plus the 2.25% margin percentage)
$700						3/31/2023						9/30/2025						Tranche F						3.55% (1.3% plus the 2.25% margin percentage)
$1,400						6/30/2021						3/31/2023						Tranche F						5.25% (3.0% plus the 2.25% margin percentage)
$500						12/30/2016						12/31/2021						Tranche G						4.15% (1.9% plus the 2.25% margin percentage)
$400						9/30/2017						9/30/2022						Tranche G						4.15% (1.9% plus the 2.25% margin percentage)
$900						12/31/2021						6/28/2024						Tranche G						5.35% (3.1% plus the 2.25% margin percentage)
$400						9/30/2022						6/28/2024						Tranche G						5.25% (3.0% plus the 2.25% margin percentage)

The following table summarizes the Company’s interest rate cap agreements:

Aggregate Notional Amount (in millions)						Start Date						End Date						Related Debt						Offsets Variable Rate Debt Attributable to Fluctuations Above:
$750						6/30/2020						6/30/2022						Tranche E						Three month LIBOR rate of 2.50%
$700						3/31/2023						9/30/2025						Tranche F						Three month LIBOR rate of 1.25%
$400						12/30/2016						12/31/2021						Tranche G						Three month LIBOR rate of 2.50%

Certain derivative asset and liability balances are offset where master netting agreements provide for the legal right of setoff. For classification purposes, we record the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net non-current asset or liability. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the consolidated balance sheets and the net amounts of assets and liabilities presented therein (in millions):

						September 30, 2021												September 30, 2020
						Asset						Liability						Asset						Liability
Interest rate cap agreements						$	8					$	—					$	—					$	—
Interest rate swap agreements						—						(280)						—						(384)
Net derivatives as classified in the consolidated balance sheet (1)						$	8					$	(280)					$	—					$	(384)

(1)Refer to Note 20, "Fair Value Measurements," for the consolidated balance sheets classification of our interest rate swap agreements.

Based on the fair value amounts of the interest rate swap and cap agreements determined as of September 30, 2021, the estimated net amount of existing gains and losses and caplet amortization expected to be reclassified into interest expense-net within the next 12 months is approximately $101.8 million.

On June 18, 2021, the Company entered into two interest rate cap agreements and one interest rate swap agreement. The agreements each have an effective date of March 31, 2023 and mature on September 30, 2025. The two interest rate cap agreements will offset the variable interest rates on the Company's floating rate debt exposures based on an aggregate notional amount of $700 million. The two interest rate caps offset the variability in expected future cash flows on the Company's variable rate debt attributable to fluctuations above the three month LIBOR of 1.25%. The interest rate swap agreement hedges the variable interest rates on the Company's floating rate debt exposures for a fixed rate based on a notional amount of $700 million. The interest rate swap agreement converts the variable interest rate on the aggregate notional amount of the Company's floating rate debt to a fixed rate of 3.55% (1.3% plus the 2.25% margin percentage) over the term of the interest rate swap agreement.

F-43

Foreign Currency Forward Exchange Contracts – The Company transacts business in various foreign currencies, which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. At September 30, 2021, the Company had outstanding foreign currency forward exchange contracts to sell U.S. dollars with notional amounts of $125.7 million. The maximum duration of the Company’s foreign currency cash flow hedge contracts at September 30, 2021 is 12 months. These notional values consist of contracts for the Canadian dollar and the European euro and are stated in U.S. dollar equivalents at spot exchange rates at the respective trade dates. Amounts related to foreign currency forward exchange contracts included in accumulated other comprehensive loss in stockholders' deficit are reclassified into net sales when the hedged transaction settles.

During the fiscal year ended September 30, 2021, the gains reclassified on settlements of foreign currency forward exchange contracts designated as cash flow hedges into net sales in the consolidated statements of income was $3.6 million. The gains were previously recorded as a component of accumulated other comprehensive loss in stockholders' deficit. During the fiscal year ended September 30, 2021, the gains recorded as a component of other (income) expense related to the ineffective portion of the foreign currency forward exchange contracts designated as cash flow hedges were immaterial.

As of September 30, 2021, the Company expects to record a net loss of approximately $3.6 million on foreign currency forward exchange contracts designated as cash flow hedges to net sales over the next 12 months.

22. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the components of accumulated other comprehensive loss, net of taxes, for the fiscal years ended September 30, 2021, 2020 and 2019 (in millions):

			Unrealized (losses) gains on derivatives designated and qualifying as cash flow hedges (1)						Defined benefit pension plan activity (2)						Currency translation adjustment						Total
Balance at September 30, 2019			$	(172)					$	(40)					$	(167)					$	(379)
Current-period other comprehensive (loss) gain			(130)						32						76						(22)
Balance at September 30, 2020			(302)						(8)						(91)						(401)
Current-period other comprehensive gain (loss) before reclassification			68						(10)						90						148
Amounts reclassified from AOCI related to derivative instruments			5						—						—						5
Net current-period other comprehensive gain (loss)			73						(10)						90						153
Balance at September 30, 2021			$	(229)					$	(18)					$	(1)					$	(248)

(1)Represents unrealized (losses) gains on derivatives designated and qualifying as cash flow hedges, net of tax (benefit) expense of $(23) million, $36 million and $70 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively.

(2)Defined benefit pension plan and other post-retirement plan activity represents pension liability adjustments, net of tax (benefit) expense of $(8) million, $(1) million and $9 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Amounts reclassified from AOCI related to defined benefit pension plan and other post-retirement plan activity were immaterial for the fiscal year ended September 30, 2021.

A summary of reclassifications out of accumulated other comprehensive loss for the fiscal year ended September 30, 2021 is provided below (in millions):

Description of reclassifications out of accumulated other comprehensive loss						Amount Reclassified
Amortization from redesignated interest rate swap and cap agreements (1)						$	2
Gains from settlement of foreign currency forward exchange contracts (2)						4
Deferred tax expense on reclassifications out of accumulated other comprehensive loss						(1)
Amounts reclassified into earnings, net of tax						$	5

(1)This component of accumulated other comprehensive loss is included in interest expense-net. Refer to Note 21, “Derivatives and Hedging Activities,” for additional information.

(2)This component of accumulated other comprehensive loss is included in net sales. Refer to Note 21, “Derivatives and Hedging Activities,” for additional information.

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23. DISCONTINUED OPERATIONS

The table below summarizes income from discontinued operations, net of tax, for the fiscal years ended September 30, 2020 and 2019 (in millions):

						Fiscal Years Ended September 30,
						2020						2019
Net sales						$	79					$	294
Income from discontinued operations, before income taxes						11						—
Income tax provision (benefit)						4						(13)
Income from discontinued operations, net of tax						7						13
Gain from sale of discontinued operations, net of tax						40						38
Income from discontinued operations, net of tax (1)						$	47					$	51

(1)No divestitures occurring in the fiscal year ended September 30, 2021 met the criteria to qualify as discontinued operations under U.S. GAAP as none represented a strategic shift that has or will have a major affect on TransDigm's operations and financial results. Refer to Note 2, "Acquisitions and Divestitures," for additional disclosures on the Company's fiscal 2021 divestitures.

Fiscal Year 2020 Divestitures & Discontinued Operations – On December 20, 2019, TransDigm completed the divestiture of Souriau-Sunbank to Eaton for approximately $920 million. Souriau-Sunbank was acquired by TransDigm as part of its acquisition of Esterline in March 2019 and was included in TransDigm’s Non-aviation segment. The divestiture represented a strategic shift in TransDigm’s business and, in accordance with U.S. GAAP, qualified as discontinued operations. Therefore, the results of operations of Souriau-Sunbank are presented in discontinued operations in the accompanying consolidated financial statements for all periods presented since the date acquired.

Income from discontinued operations, net of tax, for the fiscal year ended September 30, 2020 was $47 million and included $7 million from the results of operations of Souriau-Sunbank and a gain on the sale of Souriau-Sunbank, net of tax, of $40 million.

Fiscal Year 2019 Divestitures & Discontinued Operations – On September 20, 2019, TransDigm completed the divestiture of its EIT group of businesses to an affiliate of KPS Capital Partners, LP for approximately $190 million. EIT was acquired by TransDigm as part of its acquisition of Esterline Technologies Corporation in March 2019 and was included in TransDigm’s Non-aviation segment. The divestiture represented a strategic shift in TransDigm’s business and, in accordance with U.S. GAAP, qualified as discontinued operations. Therefore, the results of operations of EIT were presented in discontinued operations in the accompanying consolidated financial statements for all periods presented since the date acquired.

Income from discontinued operations, net of tax, for the fiscal year ended September 30, 2019 was $51 million and included $13 million from the results of operations of Souriau-Sunbank and the EIT group of businesses and a gain on the sale of the EIT group of businesses, net of tax, of $38 million.

Souriau-Sunbank’s net sales, (loss) from discontinued operations, before income taxes, and income tax (benefit) were $199 million, $(17) million and $(14) million, respectively, for the fiscal year ended September 30, 2019. The EIT group of businesses net sales, income from discontinued operations, before income taxes, and income tax expense were $95 million, $17 million and $1 million, respectively, for the fiscal year ended September 30, 2019.

Cash related to discontinued operations, which was excluded from the consolidated statement of cash flows, included net cash provided by operating activities of $35 million and net cash used in investing activities of $11 million.

F-45

TRANSDIGM GROUP INCORPORATED

VALUATION AND QUALIFYING ACCOUNTS

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2021, 2020, AND 2019

(Amounts in millions)

Column A						Column B						Column C												Column D						Column E
						Balance at Beginning of Period						Additions												Divestitures & Deductions from Reserve (1)						Balance at End of Period
Description						Charged to Costs and Expenses						Acquisitions & Purchase Price Adjustments
Year Ended September 30, 2021
Allowance for uncollectible accounts						$	37					$	—					$	—					$	(7)					$	30
Inventory valuation reserves						178						42						10						(36)						194
Valuation allowance for deferred tax assets						132						(58)						—						—						74
Year Ended September 30, 2020
Allowance for uncollectible accounts						$	17					$	21					$	3					$	(4)					$	37
Inventory valuation reserves						124						34						37						(17)						178
Valuation allowance for deferred tax assets						118						15						(1)						—						132
Year Ended September 30, 2019
Allowance for uncollectible accounts						$	5					$	5					$	9					$	(2)					$	17
Inventory valuation reserves						99						17						17						(9)						124
Valuation allowance for deferred tax assets						47						40						31						—						118

(1)The amounts in this column represent the impact from divestitures, charge-offs net of recoveries and the impact of foreign currency translation adjustments.

F-46

EXHIBIT INDEX

TO FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2021

EXHIBIT NO.						DESCRIPTION
3.121						Certificate of Formation, filed September 30, 2021, of North Hills Signal Processing Overseas LLC
3.122						Limited Liability Company Agreement of North Hills Signal Processing Overseas LLC
10.4						Amendment to Employment Agreement, dated November 15, 2021, between TransDigm Group Incorporated and Michael Lisman*
10.10						Amendment to Employment Agreement, dated November 16, 2021, between TransDigm Group Incorporated and Jorge Valladares*
10.11						Employment Agreement, dated November 10, 2018, between TransDigm Group Incorporated and Sarah Wynne*
10.12						Amendment to Employment Agreement, dated November 15, 2021, between TransDigm Group Incorporated and Sarah Wynne*
10.27						Form of Stock Option Agreement for options awarded in fiscal 2021*
10.54						Thirteenth Amendment to the Receivables Purchase Agreement dated as of July 26, 2021, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as Purchaser Agent for its Purchaser Group and as Administrator, and Fifth Third Bank, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group**
21.1						Subsidiaries of TransDigm Group Incorporated
22.1						Listing of Subsidiary Guarantors
23.1						Consent of Independent Registered Public Accounting Firm
31.1						Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certification by Principal Executive Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification by Principal Financial Officer of TransDigm Group Incorporated pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH						Inline XBRL Taxonomy Extension Schema
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase
104						Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101

*			Indicates management contract or compensatory plan contract or arrangement.
**			Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish on a supplemental basis a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission.