TransDigm Group (TDG) 10-K risk factor changes: FY2022 vs FY2021

This is due to the numerous uncertainties that have risen from the pandemic, including the [removed: severity of the disease, the duration of the outbreak, the] likelihood of resurgences [removed: of the outbreak, including due to] [added: and] the emergence and spread of variants, actions that may be taken by governmental authorities in response to the disease, the [removed: timing, distribution,] [added: continued] efficacy and public acceptance of vaccines, and unintended consequences of the foregoing.

[removed: Longer-term, because] [added: Because] the duration of the pandemic is unclear, it is difficult to forecast a precise impact on the Company’s future results.

The COVID-19 pandemic has [added: also] disrupted the global supply chain [removed: to a certain extent] and availability of raw materials, particularly electronic parts.

[removed: Because we strive to limit the volume of raw materials and component parts on hand, our] [added: Our] business [added: has been adversely affected and] could [added: continue to] be adversely affected [removed: if we were unable] [added: by disruptions in our ability] to [added: timely] obtain [removed: these] raw materials and components from our suppliers in the quantities we require or on favorable terms.

Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive [removed: FAA] [added: aviation authority] and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part.

During a prolonged period of significant market disruption in the aerospace and defense industry, such as the adverse impact that the COVID-19 pandemic has had and is expected to continue to have on the commercial aerospace market, [added: and other macroeconomic factors such as when recessions occur,] our business may be disproportionately impacted compared to peer companies that are more diversified in the industries they serve.

[removed: In which case, a] [added: A] more diversified company [added: with significant sales and earnings derived from outside the aerospace and defense sector] may be able to recover more quickly from significant market disruptions such as the COVID-19 pandemic.

In fiscal year [removed: 2021,] [added: 2022,] no customer individually accounted for 10% or more of the Company’s net sales; however, our top ten customers for fiscal year [removed: 2021] [added: 2022] accounted for approximately [removed: 42%] [added: 41%] of our net sales.

The successful integration of new businesses, with the most significant recent acquisition being the [removed: Cobham Aero Connectivity (“CAC”)] [added: DART Aerospace] acquisition in the [removed: second] [added: third] quarter of fiscal [removed: 2021,] [added: 2022,] depends on our ability to manage these new businesses and cut excess costs.

As of September 30, [removed: 2021,] [added: 2022,] our total indebtedness, excluding approximately $31 million [removed: of] [added: in] letters of credit outstanding, was approximately $20 billion, which was [removed: 117.1%] [added: 123.5%] of our total book capitalization.

As of September 30, [removed: 2021,] [added: 2022,] we had approximately [removed: $529] [added: $779] million of unused commitments under our revolving credit facility.

All of our debt under the senior secured credit facility, which includes [removed: $7.4] [added: $7.3] billion in term loans and a revolving credit facility of [removed: $760] [added: $810] million, bears interest at variable rates primarily based on the London interbank offered rate (“LIBOR”) for deposits of U.S. dollars.

In order to mitigate the interest rate risk of these variable rate borrowings, we entered into interest rate swap and cap agreements that [removed: covers] [added: cover] a significant portion of the existing variable rate debt.

As of September 30, [removed: 2021,] [added: 2022,] approximately [removed: 86%] [added: 85%] of our total debt was fixed [removed: rate debt.][added: rate.]

In February 2020, in connection with Amendment No. 7 [added: and the Refinancing Facility Agreement (herein, “Amendment No. 7”)] to the [added: Second Amended and Restated] Credit [removed: Agreement,] [added: Agreement dated as of June 4, 2014 (the “Credit Agreement”),] we amended our Credit Agreement to include a provision for the determination of an alternative reference interest rate.

We cannot assure that our business will generate sufficient cash flow from operations, [removed: that currently anticipated cost savings and operating improvements will be realized on schedule,] or [removed: at all, or] that future borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to enable us to service our indebtedness, including the amounts borrowed under the senior secured credit facility, amounts borrowed under our Securitization Facility and the Indentures, or to fund our other liquidity needs.

Reduction in force actions, such as the actions [added: primarily] taken [added: in fiscal 2020 and fiscal 2021] to reduce our workforce to align operations with customer demand as a result of the COVID-19 pandemic, could result in difficulty in rehiring capable employees to refill the positions eliminated as needed once business recovers.

In recent years, [added: such as in fiscal 2021 and the second half of fiscal 2020,] we have [removed: been experiencing] [added: experienced] decreased sales across the commercial OEM sector driven primarily by the decrease in production by Boeing and Airbus related to reduced demand in the commercial aerospace industry from the COVID-19 pandemic, and [removed: also in Boeing’s case, the 737 MAX’s grounding and subsequent production slowdown, and] airlines deferring or cancelling orders.

As a whole, because our manufacturing facilities primarily engage in assembly and light manufacturing and because we do not maintain any transportation infrastructure, [removed: our emissions primarily fall into] [added: we have relatively low] Scope [removed: 2] [added: 1] and Scope [removed: 3] [added: 2] emissions.

Accordingly, we do not anticipate any material adverse impact from increased carbon [removed: regulation.][added: regulation directly on our manufacturing operations.]

[removed: However, given] [added: Given] the political significance and uncertainty around these issues, we cannot predict how legislation, regulation, and increased awareness of these issues will affect our operations and financial condition.

Disruptions could also occur due to health-related outbreaks and crises, [removed: cyber-attacks,] [added: cyber attacks,] computer or equipment malfunction (accidental or intentional), operator error or process failures.

Our net sales to foreign customers were approximately [removed: $1.7] [added: $1.9] billion for the fiscal [removed: years] [added: year] ended September 30, [removed: 2021 and 2020, respectively.][added: 2022.]

A number of risks inherent in international operations could have a material adverse effect on our results of operations, including [added: war, sanctions,] global health crises, [removed: Brexit,] currency fluctuations, difficulties in staffing and managing multinational operations, general economic and political uncertainties and potential for social unrest in countries in which we operate, limitations on our ability to enforce legal rights and remedies, restrictions on the repatriation of funds, change in trade policies, tariff regulation, difficulties in obtaining export and import licenses and the risk of government financed competition.

In the third quarter of fiscal 2019, we voluntarily refunded [removed: $16] [added: $16.0] million to the U.S. Government following an OIG audit, and [added: the DOD has requested refunds of $20.8 million in response to] another OIG audit [removed: is underway.][added: completed in the first quarter of fiscal 2022.]

In addition, our defense-related business has been the subject of an ongoing Congressional inquiry by the House Oversight [removed: Committee] [added: Committee; Congressional inquiries are costly] and [removed: release of] [added: time consuming for our management and could distract from our ability to effectively manage] the [removed: current OIG audit report may prompt further Congressional inquiries.][added: business.]

In addition to the aviation approvals, we are at times required to obtain approval from U.S. Government agencies [added: and similar agencies elsewhere in the world] to export our products.

EAR restricts the export of [added: commercial and] dual-use products and technical data to certain countries, while ITAR restricts the export of defense products, technical data and defense services.

Failure to obtain approval to export or determination by the U.S. Government [added: or similar agencies elsewhere in the world] that we failed to receive required approvals or licenses could eliminate or restrict our ability to sell our products outside the United [removed: States,] [added: States or other country of origin,] and the penalties that could be imposed by the U.S. Government [added: or other applicable government] for failure to comply with these laws could be significant.

The interpretation and application of data protection laws in the [removed: U.S.,] [added: U.S. and] Europe, including but not limited to the General Data Protection Regulation (the “GDPR”) and the California Consumer Privacy Act (the “CCPA”), and elsewhere are uncertain and evolving.

We may be subject to periodic litigation and regulatory proceedings, [removed: including Fair Labor Standards Act and state wage and hour class action lawsuits,] which may adversely affect our business and financial performance.

Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and technology, were approximately $2.8 billion at September 30, [removed: 2021,] [added: 2022,] representing approximately [removed: 14%] [added: 15%] of our total assets.

Goodwill recognized in accounting for the mergers and acquisitions was approximately $8.6 billion at September 30, [removed: 2021,] [added: 2022,] representing approximately [removed: 44%] [added: 48%] of our total assets.

Notwithstanding special cash dividends, of which the most recent declaration by the Company’s Board of Directors [removed: occurred on December 20, 2019] in the [added: fourth quarter of fiscal 2022 in the] amount of [removed: $32.50] [added: $18.50] per outstanding share of common [removed: stock and cash dividend equivalent payments on options granted under its equity compensation plans,] [added: stock,] we do not anticipate declaring regular quarterly or annual cash dividends on our common stock or any other equity security in the foreseeable future.

Some carriers [removed: have also] parked or retired a portion of their fleets and [removed: have] reduced workforces and flights.

If demand for spare parts decreases, there would be a decrease in demand for certain [removed: of our] products.

DOD budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy as a result of the presidential election or otherwise, the U.S. Government’s budget deficits, spending priorities (e.g., [removed: allocating more spending] [added: shifting funds] to [added: efforts to] combat the [removed: effects] [added: impact] of the [removed: COVID-19 pandemic),] [added: pandemic or efforts to assist Ukraine in] the [added: Russia and Ukraine conflict), the] cost of sustaining the U.S. military presence internationally and possible political pressure to reduce U.S. Government military spending, each of which could cause the DOD budget to remain unchanged or to decline.

The disruption in the supply chain has resulted in increased freight costs, raw material costs and labor costs from the ongoing inflationary environment.

We will continue to evaluate the nature and extent to which COVID-19 will impact our business, supply chain, consolidated results of operations, financial condition, and liquidity.

This risk is greater in a high inflationary environment, such as currently.

In July 2017, the U.K. Financial Conduct Authority (the authority that regulates LIBOR) announced that it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

The discontinuation date for submission and publication of rates for the remaining tenors of USD LIBOR (one-month, three-month, six-month and twelve-month) was subsequently extended by the ICE Benchmark Administration (the administrator of LIBOR) until June 30, 2023.

It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2023.

Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become acceptable alternatives to LIBOR, or what effect these changes in views or alternatives may have on financial markets for LIBOR-linked financial instruments.

While the U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, has chosen the secured overnight financing rate (“SOFR”) as the recommended risk-free reference rate for the U.S. (calculated based on repurchase agreements backed by treasury securities), we cannot currently predict the extent to which this index will gain widespread acceptance as a replacement for LIBOR.

It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates.

Additionally, with respect to our derivatives portfolio, we have elected the LIBOR protocols issued by the International Swaps and Derivatives Association, but the discontinuation of LIBOR may also require our derivative agreements to be amended in some way.

We cannot be assured that we can continue to hire, train and retain qualified employees at current wage rates since we operate in a competitive labor market, and there are currently significant inflationary and other pressures on wages.

Regulatory and quality challenges, such as with Boeing’s 737 MAX aircraft and 787 aircraft, also has an adverse impact.

Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive aviation authority and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part.

However, regulation that would have a material adverse impact on air travel could have a material adverse impact on our business.

We have established a science-aligned greenhouse gas emissions reduction target of at least a 50% reduction in our Scope 1 and Scope 2 emissions on an absolute basis by the year 2031.

Fiscal 2019 is the selected baseline year for TransDigm that we will compare against as we make progress towards our emissions reduction goal.

Issues with the global supply chain can also rise due to some of the aforementioned risks, as well as the availability and cost of raw materials to suppliers, merchandise quality or safety issues, shipping and transport availability and cost, increases in wage rates and taxes, transport security, inflation and other factors relating to the suppliers and the countries in which they are located or from which they import.

Such issues are often beyond our control and could adversely affect our operations and profitability.

We are monitoring the ongoing conflict between Russia and Ukraine and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others.

Although the conflict has not resulted in a direct material adverse impact on TransDigm's business to date, the implications of the Russia and Ukraine conflict in the short-term and long-term are difficult to predict at this time.

Factors such as increased energy costs, increased freight costs, the availability of certain raw materials for aircraft manufacturers, embargoes on flights from Russian airlines, sanctions on Russian companies, and the stability of Ukrainian customers could impact the global economy and aviation sector.

Increased cybersecurity threats and more sophisticated and targeted computer crime have posed and could continue to pose a risk to our information technology systems and a disruption to or breach in the security of such systems, if material, could have adverse effects on our result of operations and financial condition.

We rely extensively on information technology systems to manage and operate our business, some of which are managed by third parties.

The security and functionality of these information technology systems, and the processing of data by these systems, are critical to our business operations.

If these systems, or any part of the systems, are damaged, intruded upon, attacked, shutdown or cease to function properly (whether by planned upgrades, force majeure, telecommunications failures, criminal acts, including hardware or software break-ins or extortion attempts, or viruses, or other cybersecurity incidents) and we suffer any resulting interruption in our ability to manage and operate our business or if our products are affected, our results of operations and financial condition could be materially adversely affected.

In fact, we have experienced data security incidents, although these have not had a material impact on our financial results.

Furthermore, the Company has access to classified, sensitive, confidential, or personal data or information that is subject to privacy and security laws, regulations, or other contractually-imposed controls.

Despite our use of reasonable and appropriate technical security controls and monitoring, security breaches, theft, misplaced, lost or corrupted data, programming, or employee errors and/or malfeasance have led and could in the future lead to the compromise or improper use of such sensitive, confidential, or personal data or information.

Such events may result in possible negative consequences, such as fines, ransom demands, penalties, failure to comply with laws governing sensitive data, negative publicity, loss of reputation, loss of intellectual property, loss of competitiveness or customers, increased security and compliance costs or other negative consequences.

Further, the amount of insurance coverage that we maintain may be inadequate to cover claims or liabilities relating to a cybersecurity incident.

Depending on the nature and magnitude of these events, they may have an adverse impact on our results of operations or financial condition.

However, commercial air travel has increasingly shown signs of recovery in recent quarters with increasing air traffic, primarily in certain domestic markets.

The recovery in international commercial air travel has been slower with international travel only slightly recovered from COVID-19 pandemic lows.

The exact pace and timing of the commercial air travel recovery remains uncertain and is expected to continue to be uneven depending on factors such as trends in the number of COVID-19 infections (e.g., impact of new variants of COVID-19 resurfacing), the timing, distribution, efficacy, and public acceptance of vaccines and easing of quarantines and travel restrictions, among other factors.

We currently expect COVID-19 to continue to cause an adverse impact on our net sales, net income and EBITDA as Defined compared to pre-pandemic levels into

fiscal 2022.

Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees.

The ability of our employees to work has been, and may again be significantly impacted by individuals contracting or being exposed to COVID-19.

While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures are not always successful and we have been required to temporarily close facilities or take other measures.

Furthermore, in light of enacted and any additional reductions in our workforce as a result of declines in our business caused by the COVID-19 pandemic, we cannot assure that we will be able to rehire our workforce as our business continues to recover.

We believe the COVID-19 pandemic has had, and may in the future again have, a material and adverse impact on our consolidated financial position, results of operations and cash flows.

In addition, the impact of the COVID-19 pandemic and any future public health crises that arise could exacerbate the other risks we face.

In fiscal year 2020, no customer individually accounted for 10% or more of the Company’s net sales.

In fiscal year 2019, one customer individually accounted for approximately 11% of the Company’s net sales.

On October 6, 2021, the Company repaid $200 million of the revolving credit facility drawn, increasing the borrowings available under the revolving commitments to $729 million.

In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate LIBOR and other interbank offered rates, which have been widely used as reference rates for various securities and financial contracts, including loans, debt and derivatives.

However, for U.S dollar LIBOR, the relevant date has been deferred to at least June 30, 2023 for certain tenors, at which time the LIBOR administrator has indicated that it intends to cease publication of U.S. dollar LIBOR.

Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021.

These actions indicate that the continuation of U.S. dollar LIBOR on the current basis cannot and will not be guaranteed after June 30, 2023.

Moreover, it is possible that U.S. dollar LIBOR will be discontinued or modified prior to June 30, 2023.

The discontinuation of LIBOR will also require our derivative agreements to be amended.

Issues with the global supply chain can also rise due to some of the aforementioned risks as well as global health crises, such as the COVID-19 pandemic.

Pricing reviews and government audits, including the audit underway, and the Congressional inquiries are costly and time consuming for our management and could distract from our ability to effectively manage the business.

Despite our efforts to protect sensitive information and confidential and personal data, comply with applicable laws, rules and regulations and implement data security measures, our facilities, and systems may be vulnerable to security breaches and other data loss, including cyber-attacks and, in fact, we have experienced data security incidents that have not had a material impact on our financial results.

In addition, it is not possible to predict the impact on our business of the future loss, alteration or misappropriation of information in our possession related to us, our employees, former employees, customers, suppliers or others.

This could lead to negative publicity, legal claims, theft, modification or destruction of proprietary information or key information, damage to or inaccessibility of critical systems, manufacture of defective products, production downtimes, operational disruptions and other significant costs, which could adversely affect our reputation, results of operations, financial condition and cash flows.

For fiscal year [removed: 2021,] [added: 2022,] we generated net sales of [removed: $4,798] [added: $5,429] million, gross profit of [removed: $2,513] [added: $3,099] million or [removed: 52.4%] [added: 57.1%] of net sales, and net income attributable to TD Group of [removed: $680] [added: $866] million.

The COVID-19 pandemic has continued to [removed: cause a significant] [added: have an] adverse impact on our net sales, net income and EBITDA As Defined when compared to pre-pandemic levels.

[removed: Historically] [added: Pre-pandemic,] and as our business continues to recover from the pandemic, we believe we have achieved steady, long-term growth in sales and improvements in operating performance [removed: since our formation in 1993] due to our competitive strengths and through execution of our value-driven operating strategy.

More specifically, [added: we believe that] focusing our businesses on our value-driven operating strategy of obtaining profitable new business, carefully controlling the cost structure and pricing our highly engineered value-added products to fairly reflect the value we provide and the resources required to do so has historically resulted in improvements in gross profit and income from operations over the long-term.

Our selective acquisition strategy has also [removed: contributed] [added: been an important contribution] to the growth of our business.

The integration of [removed: certain] acquisitions into our existing businesses combined with implementing our proven operating strategy has historically resulted in improvements in the financial performance of the acquired business.

As of the date of this report, we have successfully acquired approximately [removed: 86] [added: 87] businesses and product lines since our formation in 1993.

In the case of larger acquisitions that [removed: consists] [added: consist] of multiple [removed: business] [added: operating] units (such as the Esterline acquisition), we may pursue opportunities to divest certain acquired [removed: business] [added: operating] units that are not in line with our long-term acquisition strategy.

[removed: Longer-term, because] [added: Because] the duration of the pandemic is unclear, it is difficult to forecast a precise impact on the Company’s future results.

[removed: Additionally,] [added: | | | | (6) | | | | | | Represents restructuring costs related to] the [removed: Company incurred approximately] [added: Company's cost reduction measures in response to the COVID-19 pandemic of $36 million for the fiscal year ended September 30, 2021. These are costs related to the Company's actions to reduce its workforce and consolidate certain facilities to align with customer demand. This also includes] $4 million [removed: in] [added: for the fiscal year ended September 30, 2021 of] 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 [removed: equipment).][added: equipment, etc.). Restructuring costs incurred in response to the COVID-19 pandemic for the fiscal year ended September 30, 2022 were not material. | | |]

The following table sets forth, for the periods indicated, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (amounts in [removed: millions):][added: millions, except per share data):]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2021 %] [added: %] of Net Sales | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2020 %] [added: %] of Net Sales | | |

| Net sales | | | $ | [removed: 4,798] [added: 5,429] | | | | | 100.0 | | % | | | | $ | [removed: 5,103] [added: 4,798] | | | | | 100.0 | | % |

| Cost of sales | | | [removed: 2,285] [added: 2,330] | | | | | | [removed: 47.6] [added: 42.9] | | % | | | | [removed: 2,456] [added: 2,285] | | | | | | [removed: 48.1] [added: 47.6] | | % |

| Selling and administrative expenses | | | [removed: 685] [added: 748] | | | | | | [removed: 14.3] [added: 13.8] | | % | | | | [removed: 727] [added: 685] | | | | | | [removed: 14.2] [added: 14.3] | | % |

| Amortization of intangible assets | | | [removed: 137] [added: 136] | | | | | | [removed: 2.9] [added: 2.5] | | % | | | | [removed: 169] [added: 137] | | | | | | [removed: 3.3] [added: 2.9] | | % |

| Income from operations | | | [removed: 1,691] [added: 2,215] | | | | | | [removed: 35.2] [added: 40.8] | | % | | | | [removed: 1,751] [added: 1,691] | | | | | | [removed: 34.3] [added: 35.2] | | % |

| Interest expense, net | | | [removed: 1,059] [added: 1,076] | | | | | | [removed: 22.1] [added: 19.8] | | % | | | | [removed: 1,029] [added: 1,059] | | | | | | [removed: 20.2] [added: 22.1] | | % |

| Refinancing costs | | | [removed: 37] [added: 1] | | | | | | [removed: 0.8] [added: —] | | % | | | | [removed: 28] [added: 37] | | | | | | [removed: 0.5] [added: 0.8] | | % |

| Other [removed: income] [added: expense (income)] | | | [removed: (51)] [added: 18] | | | | | | [removed: (1.1)] [added: 0.3] | | % | | | | [removed: (46)] [added: (51)] | | | | | | [removed: (0.9)] [added: (1.1)] | | % |

| Gain on sale of businesses, net | | | [removed: (69)] [added: (7)] | | | | | | [removed: (1.4)] [added: (0.1)] | | % | | | | [removed: —] [added: (69)] | | | | | | [removed: —] [added: (1.4)] | | % |

| Income tax provision | | | [removed: 34] [added: 261] | | | | | | [removed: 0.7] [added: 4.8] | | % | | | | [removed: 87] [added: 34] | | | | | | [removed: 1.7] [added: 0.7] | | % |

| Income from continuing operations | | | [removed: 681] [added: 866] | | | | | | [removed: 14.2] [added: 16.0] | | % | | | | [removed: 653] [added: 681] | | | | | | [removed: 12.8] [added: 14.2] | | % |

| Income from continuing operations attributable to TD Group | | | [removed: 680] [added: 865] | | | | | | [removed: 14.2] [added: 15.9] | | % | | | | [removed: 652] [added: 680] | | | | | | [removed: 12.8] [added: 14.2] | | % |

| Income from discontinued operations, net of tax | | | [removed: —] [added: 1] | | | | | | — | | % | | | | [removed: 47] [added: —] | | | | | | [removed: 0.9] [added: —] | | % |

| Net income attributable to TD Group | | | $ | [removed: 680] [added: 866] | | | | | [removed: 14.2] [added: 16.0] | | % | | | | $ | [removed: 699] [added: 680] | | | | | [removed: 13.7] [added: 14.2] | | % |

| Net income applicable to TD Group common stockholders | | | $ | [removed: 607] [added: 780] | | (1) | | | [removed: 12.7] [added: 14.4] | | % | | | | $ | [removed: 514] [added: 607] | | (1) | | | [removed: 10.1] [added: 12.7] | | % |

| [removed: Earnings] [added: Earnings] per [removed: share:] [added: share:] | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings per share from continuing operations—basic and diluted | | | $ | [removed: 10.41] [added: 13.38] | | (2) | | | | | | | | | $ | [removed: 8.14] [added: 10.41] | | (2) | | | | | |

| Earnings per share from discontinued operations—basic and diluted | | | [removed: —] [added: 0.02] | | | (2) | | | | | | | | | [removed: 0.82] [added: —] | | | (2) | | | | | |

| Earnings per share | | | $ | [removed: 10.41] [added: 13.40] | | | | | | | | | | | $ | [removed: 8.96] [added: 10.41] | | | | | | | |

| Cash dividends [removed: paid] [added: declared] per common share | | | $ | [removed: —] [added: 18.50] | | | | | | | | | | | $ | [removed: 32.50] [added: —] | | | | | | | |

| Weighted-average shares outstanding—basic and diluted | | | [removed: 58.4] [added: 58.2] | | | | | | | | | | | | [removed: 57.3] [added: 58.4] | | | | | | | | |

| EBITDA | | | $ | [removed: 2,027] [added: 2,456] | | (3) | | | | | | | | | $ | [removed: 2,052] [added: 2,027] | | (3) | | | | | |

| EBITDA As Defined | | | $ | [removed: 2,189] [added: 2,646] | | (3) | | | [removed: 45.6] [added: 48.7] | | % | | | | $ | [removed: 2,278] [added: 2,189] | | (3) | | | [removed: 44.6] [added: 45.6] | | % |

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends [removed: declared or] paid on participating securities, including dividend equivalent payments of [removed: $73] [added: $86] million and [removed: $185] [added: $73] million for the fiscal years ended September 30, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021, respectively.]

- [removed: Net] [added: Net] Sales. Net organic sales and acquisition and divestiture sales and the related dollar and percentage changes for the fiscal years ended September 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were as follows (amounts in millions):

| | | | Fiscal Years Ended | | | | | | | | | | | | [removed: Change] | | | | | | % Change Net Sales | | |

| | | | September 30, [removed: 2021] [added: 2022] | | | | | | September 30, [removed: 2020 | | | | | | | | | | | |] [added: 2021] | | |

| Acquisition and divestiture sales | | | [removed: 278] [added: 74] | | | | | | [removed: 203] [added: 133] | | | | | | [removed: 75] [added: (59)] | | | | | | [removed: 1.4] [added: (1.2)] | | % |

Our current initiatives include creating new products that are more environmentally friendly, such as radiation-free exciters, and creating new products that will help further improve commercial airlines’ efforts to keep passengers healthy and safe, such as touch-free aircraft lavatory suite products.

Although worldwide air traffic remains significantly lower than pre-pandemic levels, RPMs continued to steadily improve in fiscal 2022 and many aircraft parked by airlines have been returned to service.

Commercial air travel in domestic markets continued to lead the air traffic recovery in fiscal 2022 with certain domestic markets nearing pre-pandemic air traffic levels.

The pace of the international air traffic recovery has been slower than the domestic recovery, but international RPMs made positive strides in fiscal 2022 and are catching up to the domestic air traffic recovery.

The commercial OEM market is continuing to show signs of recovery with airlines returning to the commercial OEMs to place orders; however, the commercial OEM supply chain challenges impacting manufacturers such as Boeing and Airbus are slowing the pace of new aircraft manufacturing.

The exact pace and timing of the commercial air travel recovery remains uncertain and continues to evolve.

The defense aerospace market has been impacted by the COVID-19 pandemic to a lesser extent than the commercial aerospace market with this impact arising primarily from supply chain shortages.

Additionally, within the defense market, the pace of U.S. government defense spending outlays and government funding reprioritization provides for uncertainty.

The COVID-19 pandemic has also disrupted the global supply chain and availability of raw materials.

The disruption in the supply chain has resulted in increased freight costs, raw material costs and labor costs from the ongoing inflationary environment.

Our business has been adversely affected and could continue to be adversely affected by disruptions in our ability to timely obtain raw materials and components from our suppliers in the quantities we require or on favorable terms.

Although we believe in most cases that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive aviation authority and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part.

We will continue to evaluate the nature and extent to which COVID-19 will impact our business, supply chain, consolidated results of operations, financial condition, and liquidity.

We are also monitoring the ongoing conflict between Russia and Ukraine and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others.

Although the conflict has not resulted in a direct material adverse impact on TransDigm's business to date, the implications of the Russia and Ukraine conflict in the short-term and long-term are difficult to predict at this time.

Factors such as increased energy costs, the availability of certain raw materials for aircraft manufacturers, embargoes on flights from Russian airlines, sanctions on Russian companies, and the stability of Ukrainian customers could impact the global economy and aviation sector.

| Organic sales | | | $ | 5,355 | | | | | $ | 4,665 | | | | | $ | 690 | | | | | 14.4 | | % |

| Net sales | | | $ | 5,429 | | | | | $ | 4,798 | | | | | $ | 631 | | | | | 13.2 | | % |

Therefore, beginning in the second quarter of fiscal 2022, Cobham Aero Connectivity’s (“CAC's”) net sales, including the comparable period in the prior year, are included in the organic growth calculation (acquisition date was January 2021).

Beginning in the third quarter of fiscal 2022, DART Aerospace (“DART”) is included in the acquisitions and divestitures classification due to the completion of the acquisition by TransDigm.

Divestiture sales represent net sales from businesses up to the date the respective divestiture was completed.

The increase in commercial aftermarket sales is primarily attributable to the continued recovery in commercial air travel demand, particularly the increase in the utilization of narrow-body aircraft, and air cargo demand and the resulting higher flight hours in fiscal 2022 compared to fiscal 2021.

The increase in OEM sales is primarily attributable to a higher volume of narrow-body aircraft deliveries by aircraft manufacturers to airlines and also production rate increases of narrow-body aircraft compared to fiscal 2021.

Partially offsetting the OEM sales growth are wide-body aircraft production and delivery slowdowns due to the COVID-19 pandemic adversely impacting international travel particularly in the first half of fiscal 2022 and also due to Boeing's ongoing regulatory and quality challenges with the 737 MAX aircraft (particularly in China) and the 787 aircraft.

The decrease in defense sales is attributable to continued supply chain shortages resulting in shipment delays and delays in U.S. government defense spend outlays.

| | | | September 30, 2022 | | | | | | September 30, 2021 | | | | | | Change | | | | | | % Change | | |

| Cost of sales - excluding costs below | | | $ | 2,383 | | | | | $ | 2,277 | | | | | $ | 106 | | | | | 4.7 | | % |

| Gross profit (Net sales less Total cost of sales) | | | $ | 3,099 | | | | | $ | 2,513 | | | | | $ | 586 | | | | | 23.3 | | % |

Excluding the specific components to cost of sales listed above, the change in cost of sales during the fiscal year ended September 30, 2022, which decreased as a percentage of net sales, was primarily driven by a favorable sales mix, specifically, higher commercial aftermarket sales as a percentage of net sales compared to commercial OEM net sales in the prior fiscal year ended September 30, 2021.

In addition, despite increased freight, raw material, and labor costs resulting from the ongoing inflationary environment and disruption within the global supply chain and labor markets, the continued 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) coupled with fixed overhead costs incurred being spread over a higher production volume, resulted in gross profit as a percentage of net sales increasing by 4.7 percentage points to 57.1% for the fiscal year ended September 30, 2022 from 52.4% for the fiscal year ended September 30, 2021.

Regarding the specific components to cost of sales listed above, COVID-19 pandemic restructuring costs were not material in fiscal 2022 and foreign exchange rates, particularly the U.S. dollar compared to the British pound and the euro, strengthened considerably in the fourth quarter of fiscal 2022, resulting in favorable movement compared to the prior year when the U.S. dollar depreciated against both the British pound and euro resulting in foreign currency losses.

Non-cash stock and deferred compensation expense is higher due to the adoption of a new deferred compensation plan for certain members of non-executive management in fiscal 2022, the impact of the new stock option grants awarded in fiscal 2022 and the impact of a modification approved by the Board of Directors of the performance criteria for the fiscal 2021 and 2020 grants.

Refer to Note 18, “Stock-Based Compensation,” in the notes to the consolidated financial statements included herein for further information.

| | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | | | |

| | | | September 30, 2022 | | | | | | September 30, 2021 | | | | | | Change | | | | | | % Change | | |

Excluding the specific components to selling and administrative expenses listed above, the change in selling and administrative expenses during the fiscal year ended September 30, 2022 improved as a percentage of net sales compared to the prior fiscal year ended September 30, 2021.

This is a result of the continued realization of the cost mitigation measures that were enacted in the second half of fiscal 2020 and in fiscal 2021 in response to the COVID-19 pandemic partially offset by increased costs incurred for labor, travel and other sales support and administrative costs due to the ongoing inflationary environment and the lessening of travel restrictions from the pandemic enabling a return to conducting meetings and other business-related matters in person.

Non-cash stock and deferred compensation expense is higher due to the adoption of a new deferred compensation plan for certain members of non-executive management in fiscal 2022, the impact of the new stock option grants awarded in fiscal 2022 and the impact of a modification approved by the Board of Directors of the performance criteria for the fiscal 2021 and 2020 grants.

Refer to Note 18, “Stock-Based Compensation,” in the notes to the consolidated financial statements included herein for further information.

The increase in bad debt expense is primarily attributable to certain non-U.S. customers and also the Russia and Ukraine conflict.

As a result of the COVID-19 pandemic, many of our businesses have taken the opportunity to explore new business opportunities by working on developing highly engineered solutions for emerging needs arising from the pandemic.

Product solutions currently being explored include anti-viral or antimicrobial technology, air purification, and touchless technologies, among others.

Barriers to Entry.

We believe that the niche nature of our markets, the industry’s stringent regulatory and certification requirements, the large number of products that we sell and the investments necessary to develop and certify products create potential disincentives to competition for certain products.

*Impact of the COVID-19 Pandemic*

The COVID-19 pandemic is continuing to cause an adverse impact on our employees, operations, supply chain and distribution system and the long-term impact to our business remains unknown.

This is due to the numerous uncertainties that have risen from the pandemic, including the severity of the disease, the duration of the outbreak, the likelihood of resurgences of the outbreak, including due to the emergence and spread of variants, actions that may be taken by governmental authorities in response to the disease, the continued efficacy and public acceptance of vaccines, and unintended consequences of the foregoing.

However, commercial air travel has increasingly shown signs of recovery in recent months with increasing air traffic, primarily in certain domestic markets.

The recovery in international commercial air travel has been slower with international travel only slightly recovered from COVID-19 pandemic lows.

The exact pace and timing of the commercial air travel recovery remains uncertain and is expected to continue to be uneven depending on factors such as trends in the number of COVID-19 infections (e.g., impact of new variants of COVID-19 resurfacing), the continued efficacy and public acceptance of vaccines and easing of quarantines and travel restrictions, among other factors.

We currently expect COVID-19 to continue to cause an adverse impact on our net sales, net income and EBITDA as Defined compared to pre-pandemic levels into fiscal 2022.

The Company took immediate and aggressive action to minimize the spread of COVID-19 in our workplaces and reduce costs.

Since the early days of the pandemic, we have been following guidance from the World Health Organization and the U.S. Center for Disease Control to protect employees and prevent the spread of the virus within all of our facilities globally.

For the fiscal year ended September 30, 2021, COVID-19 restructuring costs incurred were approximately $36 million, of which $26 million was recorded in cost of sales and $10 million was recorded in selling and administrative expenses.

These were costs related to the Company's actions to reduce its workforce to align with customer demand.

As of September 30, 2021, the restructuring accrual associated with the costs incurred in response to the COVID-19 pandemic was approximately $19 million.

In fiscal 2022, 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.

| Organic sales | | | $ | 4,520 | | | | | $ | 4,900 | | | | | $ | (380) | | | | | (7.4) | | % |

| Net sales | | | $ | 4,798 | | | | | $ | 5,103 | | | | | $ | (305) | | | | | (6.0) | | % |

Divestiture sales represent sales from businesses divested in fiscal 2021.

The decreases in the commercial OEM market and commercial aftermarket are primarily attributable to the adverse impact that the COVID-19 pandemic has had on the customer demand for air travel worldwide particularly in the first half of fiscal 2021 and build rate reductions by aircraft OEMs.

Both commercial OEM and aftermarket sales increased in the second half of fiscal 2021 compared to the previous year’s comparable period.

The increase in defense sales and non-aerospace sales in fiscal 2021 is primarily driven by the OEM market.

| Cost of sales - excluding costs below | | | $ | 2,280 | | | | | $ | 2,414 | | | | | $ | (134) | | | | | (5.6) | | % |

| Gross profit | | | $ | 2,513 | | | | | $ | 2,647 | | | | | $ | (134) | | | | | (5.1) | | % |

The decrease in the dollar amount of cost of sales during the fiscal year ended September 30, 2021 was primarily due to lower sales volume from decreased customer demand due to the COVID-19 pandemic and the other factors summarized above, including those factors that partially offset the decrease in cost of sales.

Gross profit as a percentage of net sales increased by 0.5 percentage points to 52.4% for the fiscal year ended September 30, 2021 from 51.9% for the fiscal year ended September 30, 2020.

In addition to the factors summarized above, the increase in the gross profit percentage is primarily driven by the realization of the cost mitigation measures that began to be enacted in the second half of fiscal 2020 in response to the COVID-19 pandemic.

The material cost mitigation measures enacted are described in Note 1, "Description of the Business and Impact of COVID-19 Pandemic," in the notes to the consolidated financial statements included herein.

Partially offsetting were higher material costs due to inflationary effects and shortages in the global supply chain for certain raw materials and component parts.

Also partially offsetting were fixed overhead costs spread over a lower production volume during the fiscal year ended September 30, 2021.

The decrease in total selling and administrative expenses during the fiscal year ended September 30, 2021 is primarily due to the realization of the cost mitigation measures that began to be enacted in the second half of fiscal 2020 in response to the COVID-19 pandemic, partially offset by the other factors summarized above.

The increase in non-cash stock compensation expense is attributable to the new stock option grants awarded in fiscal 2021 and the impact of the Black-Scholes fair value on certain fiscal 2021 stock option grant modifications and on the fiscal 2020 grants in connection with the change in vesting terms approved by the Compensation Committee of the Board of Directors in the first quarter of fiscal 2021.

The decrease in bad debt expense 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.

This was partially offset by amortization expense on intangible assets related to the CAC acquisition in the second quarter of fiscal 2021.

The increase in interest expense-net was primarily due to an increase in the weighted average level of outstanding borrowings, which was approximately $20.0 billion for the fiscal year ended September 30, 2021 compared to approximately $19.1 billion for the fiscal year ended September 30, 2020.

Other income for the fiscal year ended September 30, 2020 was primarily driven by proceeds or proceeds receivable from business interruption insurance settlements ($34 million) and non-service related components of net periodic benefit costs on the Company's defined benefit pension plans ($12 million).

- Income from Discontinued Operations, net of tax. There were no discontinued operations for the fiscal year ended September 30, 2021.

Income from discontinued operations, net of tax, for the fiscal year ended September 30, 2020 was $47 million and consisted of $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.

The increase of $1.45 per share is primarily a result of the factors referred to above.

At September 30, [removed: 2021,] [added: 2022,] we had borrowings under our [added: Term Loans Facility, which consists of three tranches of] term [removed: loans] [added: loans,] of approximately [removed: $7,374] [added: $7,298] million that were subject to interest rate risk.

As of September 30, [removed: 2021,] [added: 2022,] approximately [removed: 86%] [added: 85%] of our total debt was fixed [removed: rate debt.][added: rate.]

The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our term loans by approximately [removed: $75] [added: $74] million based on the amount of outstanding borrowings at September 30, [removed: 2021.][added: 2022.]

The weighted average interest rate on the [removed: $7,374] [added: $7,298] million of borrowings under our [removed: term loans] [added: Term Loans Facility] on September 30, [removed: 2021] [added: 2022] was [removed: 3.4%.][added: 6.3%.]

Certain of our foreign subsidiaries’ sales and results of operations are subject to the impact of foreign currency [removed: fluctuations.][added: fluctuations, primarily the British pound and the euro.]

A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, [removed: 2021.][added: 2022.]

The information required by this Item is contained on pages [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_100)[1](#if65be9a7604f45ad94b1b37bcb73f17d_100)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_103)[1](#ie56ee4edf4d443fba24ba21abd4b67fd_103)] through [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_220)[46](#if65be9a7604f45ad94b1b37bcb73f17d_220)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_217)[45](#ie56ee4edf4d443fba24ba21abd4b67fd_217)] of this Report.

In July 2017, the U.K. Financial Conduct Authority (the authority that regulates LIBOR) announced that it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

The discontinuation date for submission and publication of rates for the remaining tenors of USD LIBOR (one-month, three-month, six-month and twelve-month) was subsequently extended by the ICE Benchmark Administration (the administrator of LIBOR) until June 30, 2023.

It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2023.

Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become acceptable alternatives to LIBOR, or what effect these changes in views or alternatives may have on financial markets for LIBOR-linked financial instruments.

While the U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, has chosen the secured overnight financing rate (“SOFR”) as the recommended risk-free reference rate for the U.S. (calculated based on repurchase agreements backed by treasury securities), we cannot currently predict the extent to which this index will gain widespread acceptance as a replacement for LIBOR.

It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates.

Additionally, with respect to our derivatives portfolio, we have elected the LIBOR protocols issued by the International Swaps and Derivatives Association, but the discontinuation of LIBOR may also require our derivative agreements to be amended in some way.

We will continue to evaluate the risks and opportunities related to LIBOR transition.

As disclosed elsewhere in this report, the future impacts of the Russia and Ukraine conflict and the COVID-19 pandemic and their residual effects, including economic uncertainty, inflationary environment and disruption within the global supply chain, labor markets and aerospace industry, on our business remain uncertain.

As we cannot anticipate the ultimate duration or scope of the Russia-Ukraine war and the COVID-19 pandemic, the ultimate financial impact to our results cannot be reasonably estimated, but could be material.

In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate LIBOR and other interbank offered rates, which have been widely used as reference rates for various securities and financial contracts, including loans, debt and derivatives.

However, for U.S dollar LIBOR, the relevant date has been deferred to at least June 30, 2023 for certain tenors, at which time the LIBOR administrator has indicated that it intends to cease publication of U.S. dollar LIBOR.

Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021.

These actions indicate that the continuation of U.S. LIBOR on the current basis cannot and will not be guaranteed after June 30, 2023.

Moreover, it is possible that U.S. LIBOR will be discontinued or modified prior to June 30, 2023.

The discontinuation of LIBOR will also require our derivative agreements to be amended.

If the U.S. dollar were to strengthen, our foreign results of operations would be unfavorably impacted, but the effect is not expected to be material.

We estimate that approximately 90% of our net sales for fiscal year [removed: 2021] [added: 2022] were generated by proprietary products.

We estimate that approximately [removed: 50%] [added: 55%] of our net sales in fiscal year [removed: 2021] [added: 2022] were generated from [removed: aftermarket net sales,] the [added: aftermarket, the] vast majority of which come from the commercial and military aftermarkets.

Each of [removed: these] [added: our] product offerings is composed of many individual products that are typically customized to meet the needs of a particular aircraft platform or customer.

The commercial aerospace industry, in particular, has been significantly disrupted, both domestically and internationally, by the [added: COVID-19] pandemic.

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 [added: or deferred compensation] 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 [removed: represent] [added: represented] actions [added: primarily] taken by the Company [added: in fiscal 2021 and 2020] 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).

Boeing Distribution Services, Inc., Satair A/S (a subsidiary of Airbus S.A.S.) and [removed: Seal Dynamics (a subsidiary of HEICO Corporation),] [added: AAR Corp.,] among others, are our major distributors.

We continually strive to improve productivity and reduce costs, including rationalization of operations, developing improved control systems that allow for accurate accounting and reporting, investing in equipment, tooling, information systems [added: (including cybersecurity)] and implementing broad-based employee training programs.

The aggregate of engineering expense and research and development expense represents approximately [removed: 11%] [added: 10%] of our operating units’ aggregate costs, or approximately [removed: 6%] [added: 5%] of our consolidated net sales for fiscal year [removed: 2021.][added: 2022.]

We use sophisticated equipment and procedures to comply with quality requirements, specifications and [removed: Federal Aviation Administration (“FAA”)] [added: aviation authority] and OEM requirements.

We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which accounted for approximately [removed: 23%] [added: 29%] of our net sales for fiscal year [removed: 2021;] [added: 2022;] the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which accounted for approximately [removed: 20%] [added: 21%] of our net sales for fiscal year [removed: 2021;] [added: 2022;] and the defense [removed: market,] [added: market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments),] which accounted for approximately [removed: 50%] [added: 43%] of our net sales for fiscal year [removed: 2021.][added: 2022.]

Non-aerospace net sales comprised approximately 7% of our net sales for fiscal year [removed: 2021.][added: 2022.]

[removed: The significant adverse impact of the COVID-19 pandemic on the commercial aerospace market channels] [added: This] has led to the defense market comprising a greater percentage of our net sales in fiscal years [added: 2022,] 2021 and 2020 compared to pre-pandemic historical levels.

In fiscal years 2015 through 2019, [removed: representing the five fiscal years prior to the pandemic,] defense market net sales ranged from 29% to 37% of total net sales.

As the commercial aerospace industry [removed: recovers from the disruption caused by the COVID-19 pandemic,] [added: continues to recover,] we [removed: would] expect defense market net sales to account for a percentage of total net sales that is relatively in line with our historical levels prior to the COVID-19 pandemic.

Our top ten customers for fiscal year [removed: 2021] [added: 2022] accounted for approximately [removed: 42%] [added: 41%] of our net sales.

None of our customers individually accounted for greater than 10% of our net sales for fiscal year [removed: 2021.][added: 2022.]

The commercial aircraft component industry is highly regulated by the [removed: FAA] [added: Federal Aviation Administration (“FAA”)] in the United States and by the [removed: Joint] [added: European Union] Aviation [removed: Authorities] [added: Safety Agency] in Europe and other agencies throughout the world, while the military aircraft component industry is governed by military quality specifications.

In addition, the FAA [removed: requires] [added: and other aviation authorities require] that various maintenance routines be performed on aircraft components.

The commercial aerospace industry experienced a steep decline in RPMs beginning in the second half of our fiscal 2020 due to the [added: COVID-19] pandemic’s impact on worldwide air travel [removed: demand and RPMs remained depressed in fiscal 2021 when compared to pre-pandemic levels.][added: demand.]

Also, as a result of the pandemic and decreased demand in commercial air travel, the commercial OEM sector [removed: has] experienced reductions in commercial OEM production rates, including reductions at the two largest commercial OEMs, The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”).

It is not necessarily affected by [added: the same] general economic conditions that affect the commercial aerospace industry.

Also, [added: delays in] government [added: spending outlays and government] funding [removed: reprioritization] [added: reprioritization,] such as shifting funds to efforts to combat the impact of the pandemic [added: or efforts to assist Ukraine in the Russia and Ukraine conflict,] provides for [removed: uncertainty.][added: further unpredictability in the military spending outlook.]

Outside of the [removed: significant] market disruption caused by COVID-19, there are many short-term factors (including customer inventory level adjustments, [added: supply chain issues,] unannounced changes in order patterns, strikes, facility shutdowns caused by fires, hurricanes, health crises or other incidents and mergers and acquisitions) that can cause short-term disruptions in our quarterly shipment patterns as compared to previous quarters and the same periods in prior years.

[removed: There] [added: Additionally, there] are [removed: also] fluctuations in OEM and aftermarket [removed: ordering and delivery requests from quarter-to-quarter, as well as variations in] product mix from [removed: quarter-to-quarter,] [added: quarter-to-quarter] that may cause positive or negative variations in gross profit since commercial aftermarket net sales have historically produced [removed: a] higher gross profit [added: margins] than net sales to commercial OEMs.

As a result of the COVID-19 pandemic and the stringent measures implemented to help control the [removed: spread of the virus,] [added: pandemic,] demand for air travel declined at a rapid pace and [removed: has remained depressed compared] [added: led] to [removed: pre-pandemic levels.][added: a significant reduction in flights.]

Although worldwide [removed: RPMs are still] [added: air traffic remains] significantly lower than pre-pandemic levels, [removed: worldwide] RPMs [added: continued to steadily improve in fiscal 2022 and many aircraft parked by airlines] have been [removed: steadily recovering.][added: returned to service.]

Current industry consensus indicates that worldwide RPMs will continue to recover in [removed: 2022.][added: 2023.]

Overall, the timing and pace of the commercial aftermarket recovery remains uncertain and [removed: may not return] [added: continues] to [removed: pre-pandemic levels until 2023 or beyond.][added: evolve.]

Our commercial transport OEM shipments and revenues generally run ahead of Boeing and Airbus [removed: airframe] [added: aircraft] delivery schedules.

As a result, and consistent with prior years, our fiscal [removed: 2022] [added: 2023] shipments will be a function of, among other things, the estimated [removed: 2022 and] 2023 [added: and 2024] commercial [removed: airframe] [added: aircraft] production rates.

We have been experiencing [removed: decreased] [added: depressed] net sales across the commercial OEM sector [removed: driven] primarily [removed: by] [added: due to] the [removed: decrease in] [added: lower than pre-pandemic] production rates [removed: by] [added: at] Boeing and [removed: Airbus related] [added: Airbus, although production rates slowly began] to [removed: reduced demand] [added: improve] in [removed: the commercial air travel from the COVID-19 pandemic.][added: fiscal 2022.]

[removed: However, the] [added: The] commercial OEM market is [added: now] showing [removed: initial] signs of recovery with airlines returning to the commercial OEMs to [removed: take planes or] place [removed: orders, along with] [added: orders; however, the commercial OEM supply chain challenges impacting] Boeing and Airbus [removed: disclosing potential OEM production rate increases for calendar 2022.][added: are slowing the pace of new aircraft manufacturing.]

[removed: However, the duration of the pandemic is unclear and the] [added: The] pace of the recovery of the commercial OEM market remains uncertain and continues to evolve.

The defense aerospace market has been impacted by the COVID-19 pandemic to a lesser extent than the commercial aerospace [removed: market.][added: market with this impact arising primarily from supply chain shortages.]

For a variety of reasons, the military spending outlook is very [removed: uncertain.][added: uncertain, though recent DOD budgets have trended upwards.]

The COVID-19 pandemic has [removed: disrupted] [added: continued to disrupt] the global supply chain to a certain extent and availability of raw materials, particularly electronic [removed: parts.][added: parts, which primarily are utilized to produce products in the defense market channel.]

Because we strive to limit the volume of raw materials and component parts on hand, our business could be adversely affected if we [removed: were] [added: are] unable to obtain these raw materials and components from our suppliers in the quantities we require or on favorable terms.

Compliance with federal, state, local and foreign environmental laws during fiscal [removed: 2021] [added: 2022] had no material impact on our capital expenditures or results of operations.

As of September 30, [removed: 2021,] [added: 2022,] we had approximately [removed: 13,300] [added: 14,400] full-time, part-time and temporary employees.

Pre-pandemic, and as our business continues to recover from the COVID-19 pandemic, we believe we have achieved steady, long-term growth in sales and improvements in operating performance we believe that due to our competitive strengths and through execution of our value-driven operating strategy.

More specifically, focusing our businesses on our value-driven operating strategy of obtaining profitable new business, carefully controlling the cost structure and pricing our highly engineered value-added products to fairly reflect the value we provide and the resources required to do so has historically resulted in improvements in gross profit and income from operations over the long-term.

To a lesser extent, the defense aerospace market has been adversely impacted by the COVID-19 pandemic, with this impact arising primarily from supply chain shortages.

We began to see this expected trend in fiscal 2022, as defense sales represented 43% of net sales compared to 50% of net sales in fiscal 2021.

RPMs have significantly recovered from pandemic lows, but remained depressed in fiscal 2022 when compared to pre-pandemic levels.

Throughout fiscal 2022, the commercial aerospace industry continued to recover towards pre-pandemic levels.

In fiscal 2022, commercial air travel demand trended upward, and both Boeing and Airbus increased OEM production rates.

Boeing and Airbus are also expecting further improvement in OEM production rates during calendar 2023.

These trends are favorable; however, uncertainty remains in the shape and pace of the commercial aerospace industry’s path to a full recovery.

Additionally, within the defense market, the pace of U.S. government defense spending outlays and government funding reprioritization provides for uncertainty.

Commercial air travel in domestic markets continued to lead the air traffic recovery in fiscal 2022 with certain domestic markets nearing pre-pandemic air traffic levels.

The pace of the international air traffic recovery has been slower than the domestic recovery, but international RPMs made positive strides in fiscal 2022 and are catching up to the domestic air traffic recovery.

The commercial OEM market remained depressed in fiscal 2022 primarily due to the continued impact of the COVID-19 pandemic, the supply chain disruptions throughout the commercial OEM supply chain and Boeing’s ongoing regulatory and quality challenges with the 737 MAX aircraft (particularly in China) and the 787 aircraft.

Both Boeing and Airbus have disclosed further planned OEM production rate increases for calendar 2023.

Our current initiatives include creating new products that are more environmentally friendly, such as radiation-free exciters, and creating new products that will help further improve commercial airlines’ efforts to keep passengers healthy and safe, such as touch-free aircraft lavatory suite products.

Human Capital Resources

TransDigm implemented unconscious bias training for our Board of Directors and management in fiscal 2022.

Also, for the fiscal 2022 MDP class and moving forward, we expanded the MDP recruitment program to include nine additional colleges and universities, and we also focused on creating a more diverse class.

Approximately 35% of total past and present MDP participants are gender and racially diverse, and we are working to further improve that percentage in the future.

As a company whose products and values are closely tied to supporting the U.S. military and its allies, we are dedicated to offering employment opportunities to U.S. military veterans.

Supporting our veterans as they enter the civilian workforce is incredibly important to us given their valuable wealth of knowledge and skills.

Many of our U.S.-based operating units have specific programs or initiatives that provide career opportunities to veterans as they transition into the civilian workforce.

For fiscal year 2021, we estimate that we generated approximately 80% of our net sales from products in which we are the sole source provider.

COVID-19 Pandemic

The COVID-19 pandemic has continued to cause a significant adverse impact on our net sales, net income and EBITDA As Defined when compared to pre-pandemic levels.

COVID-19 was first reported in December 2019 and, since being declared as a pandemic by the World Health Organization in March 2020, has dramatically impacted the global health and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, government challenges and market volatility.

The pandemic has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments and other measures.

As a result, demand for travel declined at a rapid pace beginning in the second half of fiscal 2020 and has remained depressed compared to pre-pandemic levels.

However, commercial air travel has increasingly shown signs of recovery in recent months with increasing air traffic, primarily in certain domestic markets.

The recovery in international commercial air travel has been slower with international travel only slightly recovered from COVID-19 pandemic lows.

The exact pace and timing of the commercial air travel recovery remains uncertain and is expected to continue to be uneven depending on factors such as trends in the number of COVID-19 infections (e.g., impact of new variants of COVID-19 resurfacing), the continued efficacy of vaccines (particularly against any newly-emerging variants of COVID-19) and easing of quarantines and travel restrictions, among other factors.

We currently expect COVID-19 to continue to cause an adverse impact on our net sales, net income and EBITDA as Defined compared to pre-pandemic levels into fiscal 2022.

Within the United States, our business has been designated as “essential,” which has allowed us to continue to serve our customers throughout the COVID-19 pandemic; nonetheless, the pandemic has disrupted our operations.

Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees.

The ability of our employees to work has been, and may again, be significantly impacted by individuals contracting or being exposed to COVID-19.

While we are following the requirements of governmental authorities and taking preventative and protective measures to prioritize the safety of our employees, these measures are not always successful, and we have been required at times to temporarily close facilities or take other partial shutdown measures.

Furthermore, in light of enacted and any additional reductions in our workforce as a result of declines in our business caused by the COVID-19 pandemic, we cannot assure that we will be able to rehire our workforce as our business continues to recover.

Finally, though this appears to be lower risk at the present time, our acquisition strategy, which is a key element of our overall business strategy, may be impacted by our efforts to maintain the Company’s cash liquidity position in response to the COVID-19 pandemic depending on the duration of the pandemic and its impact on our cash flows.

Although we remain cautiously optimistic that the global vaccination efforts will continue to progress and positively influence the markets we serve, the magnitude of the impact of COVID-19 remains unpredictable and we continue to anticipate potential supply chain disruptions, employee absenteeism and short-term suspensions of manufacturing facilities, and additional health and safety costs related to the COVID-19 pandemic that could unfavorably impact our business.

Longer-term, because of these factors, it is difficult to forecast a precise impact on the Company’s future results.

The defense aerospace market has been impacted by the COVID-19 pandemic to a lesser extent than the commercial aerospace market due to certain supply chain disruptions as well as “stay at home” orders, quarantines, etc. impacting the government procurement workforce which has slowed production and/or orders.

Although the commercial aerospace industry has shown signs of recovery in recent months, with increasing commercial air travel demand and both Boeing and Airbus disclosing potential OEM production rate increases for calendar 2022, the impact of COVID-19 continues to be fluid and the shape and speed of the recovery for the commercial aerospace industry remains uncertain.

The reduced demand has led to a significant reduction in flights and an increase in parked aircraft.

Certain airlines have also retired a portion of their fleets.

Certain markets have reopened, some of which have experienced a resurgence of COVID-19 cases, while others, particularly international markets, remain closed or are enforcing extended quarantines.

Commercial air travel has increasingly shown signs of recovery in recent months with increasing air traffic, primarily in certain domestic markets, and parked aircraft returning to service.

The pace of the international air travel traffic recovery has been slower and international RPMs have only slightly recovered from pandemic lows.

There is potential for improved international recovery moving forward as vaccinations increase worldwide and government-imposed travel restrictions are eased.

However, the impact of COVID-19 on the commercial aerospace market is fluid and continues to evolve.

The commercial OEM market declined in fiscal 2021 primarily due to the continued impact of the COVID-19 pandemic.

Current industry consensus indicates production rates will continue to be lower than pre-pandemic historic levels but are expected to gradually increase over the next several years.

For example, as a result of the COVID-19 pandemic, many of our businesses have taken the opportunity to explore new business opportunities by working on developing highly engineered solutions for emerging needs arising from the pandemic and providing product offerings that could help the industry recover.

Product solutions currently developed or being explored include anti-viral or antimicrobial technology, air purification, and touchless technologies, among others.

Also, government funding reprioritization such as shifting funds to efforts to combat the impact of the pandemic provides for further unpredictability in the military spending outlook.

Any unfavorable impact on our defense aerospace business related to the COVID-19 pandemic was primarily during fiscal 2020 due to certain supply chain disruptions as well as “stay at home” orders, quarantines, etc. impacting the government procurement workforce which slowed production and/or orders.

Uncertainty remains in the COVID-19 pandemic recovery, but we do not currently expect any significant unfavorable impact on our defense aerospace business related to the COVID-19 pandemic.

For planning purposes, we assume that military-related net sales of our types of products to be flatter in future years over the recent higher levels.

In fiscal years 2021 and 2020, the defense market channel comprises a greater percentage of net sales than historical comparisons due to the significant adverse impact of the COVID-19 pandemic on our commercial aftermarket channel and commercial OEM market channel.

Employees

The Company has taken various steps to facilitate access to vaccines for our employees in accordance with federal guidelines and state and local vaccination plans.

For the fiscal year ended September 30, [removed: 2021][added: 2022]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of [removed: March 31, 2021,] [added: April 1, 2022,] based upon the last sale price of such voting and non-voting common stock on that date, was [removed: $32,940,645,808.][added: $36,817,194,154.]

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was [removed: 55,248,901] [added: 54,374,596] as of [removed: November 3, 2021.][added: October 31, 2022.]

Documents incorporated by reference: Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2022] [added: 2023] Annual Meeting of Shareholders expected to be held [removed: in] [added: on] March [removed: 2022] [added: 9, 2023] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [ITEM [removed: 1](#if65be9a7604f45ad94b1b37bcb73f17d_16)] [added: 1](#ie56ee4edf4d443fba24ba21abd4b67fd_16)] | | | [removed: [BUSINESS](#if65be9a7604f45ad94b1b37bcb73f17d_16)] [added: [BUSINESS](#ie56ee4edf4d443fba24ba21abd4b67fd_16)] | | | [removed: [1](#if65be9a7604f45ad94b1b37bcb73f17d_16)] [added: [1](#ie56ee4edf4d443fba24ba21abd4b67fd_16)] | | |

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| | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if65be9a7604f45ad94b1b37bcb73f17d_97)] [added: DATA](#ie56ee4edf4d443fba24ba21abd4b67fd_100)] | | | [removed: [76](#if65be9a7604f45ad94b1b37bcb73f17d_97)] [added: [78](#ie56ee4edf4d443fba24ba21abd4b67fd_100)] | | |

Important factors that could cause actual results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K include but are not limited to: the impact that the COVID-19 pandemic has on our business, results of operations, financial condition and liquidity; the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; [added: current and] future geopolitical or other worldwide events; [removed: cyber-security threats, natural disasters] [added: cybersecurity threats] and [removed: climate change-related events;] [added: natural disasters;] our reliance on certain customers; the United States (“U.S.”) defense budget and risks associated with being a government supplier including government audits and investigations; failure to maintain government or industry approvals; failure to complete or successfully integrate acquisitions; our indebtedness; potential environmental liabilities; liabilities arising in connection with litigation; [removed: climate-related regulations;] increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; risks and costs associated with our international sales and operations; and other factors.

For example, “fiscal year [removed: 2021”] [added: 2022”] or “fiscal [removed: 2021”] [added: 2022”] means the period from October 1, [removed: 2020] [added: 2021] to September 30, [removed: 2021.][added: 2022.]

| [ITEM 6](#ie56ee4edf4d443fba24ba21abd4b67fd_37) | | | [\[R](#ie56ee4edf4d443fba24ba21abd4b67fd_37)[ESERVED](#ie56ee4edf4d443fba24ba21abd4b67fd_37)[\]](#ie56ee4edf4d443fba24ba21abd4b67fd_37) | | | [22](#ie56ee4edf4d443fba24ba21abd4b67fd_37) | | |

| [ITEM 6](#if65be9a7604f45ad94b1b37bcb73f17d_37) | | | [SELECTED FINANCIAL DATA \[Reserved\]](#if65be9a7604f45ad94b1b37bcb73f17d_37) | | | [22](#if65be9a7604f45ad94b1b37bcb73f17d_37) | | |

TransDigm’s principal owned properties (defined as greater than 20,000 square feet or related to a principal operation) as of September 30, [removed: 2021] [added: 2022] are as follows:

| Union Gap, WA (1) | | | | | | Airframe | | | | | | [removed: 142,000] [added: 144,400] | | |

| Prescott, AZ | | | | | | Airframe | | | | | | [removed: 62,400] [added: 66,200] | | |

(1)Subject to mortgage liens under our senior secured credit facility, our 6.25% [removed: senior] secured notes due March 15, 2026 [added: (“2026 Secured Notes”)] and our 8.00% [removed: senior] secured notes due December 15, [removed: 2025.][added: 2025 (“2025 Secured Notes”).]

TransDigm’s principal leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of September 30, [removed: 2021] [added: 2022] are as follows:

| [removed: Everett, WA] [added: Broussard, LA] | | | | | | Airframe | | | | | | [removed: 337,000] [added: 22,000] | | |

| Whippany, NJ | | | | | | Power & Control | | | | | | [removed: 229,600] [added: 230,500] | | |

| Holmestrand, Norway | | | | | | Airframe | | | | | | [removed: 144,700] [added: 139,500] | | |

| Kunshan, China | | | | | | Airframe | | | | | | [removed: 95,200] [added: 99,500] | | |

| Gloucestor, United Kingdom | | | | | | Airframe | | | | | | [removed: 67,800] [added: 69,100] | | |

| Tijuana, Mexico | | | | | | Power & Control | | | | | | [removed: 63,500] [added: 112,800] | | |

| Lillington, NC | | | | | | Power & Control | | | | | | [removed: 48,800] [added: 162,400] | | |

| [removed: Bridgend,] [added: Redhill,] United Kingdom | | | | | | Airframe | | | | | | [removed: 24,800] [added: 22,700] | | |

| Hawkesbury, Canada | | | | | | Airframe | | | | | | 50,000 | | |

| Everett, WA | | | | | | Airframe | | | | | | 339,300 | | |

| Chihuahua, Mexico | | | | | | Airframe | | | | | | 55,000 | | |

| Portland, Oregon | | | | | | Airframe | | | | | | 50,000 | | |

| Fort Collins, CO | | | | | | Airframe | | | | | | 40,000 | | |

| Eloy, AZ | | | | | | Airframe | | | | | | 28,100 | | |

| Tijuana, Mexico | | | | | | Power & Control | | | | | | 49,300 | | |

As of October [removed: 13, 2021,] [added: 18, 2022,] there were [removed: 33] [added: 36] stockholders of record of our common stock and approximately [removed: 194,000] [added: 251,000] beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers.

[removed: During fiscal 2020,] [added: In August 2022,] TD Group’s Board of Directors declared a special cash dividend of [removed: $32.50 (in December 2019)] [added: $18.50] on each outstanding share of common stock and cash dividend equivalent payments [removed: under] [added: on] options granted under its equity compensation [removed: plans.][added: plans to non-directors.]

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on September 30, [removed: 2016,] [added: 2017,] and its relative performance is tracked through September 30, [removed: 2021.][added: 2022.]

[removed: ][added: ]

*$100 invested on [removed: 9/30/16] [added: 9/30/2017] in stock or index, including reinvestment of dividends.

Copyright [removed: 2021] [added: 2022] Standard & Poor’s, a division of S&P Global.

On [removed: November 8, 2017, our] [added: January 27, 2022, the] Board of [removed: Directors,] [added: Directors of the Company] authorized a [added: new] stock repurchase program [removed: permitting] [added: to permit] repurchases of [removed: our] [added: its] outstanding [removed: shares] [added: common stock] not to exceed [removed: $650] [added: $2,200] million in the [removed: aggregate,] [added: aggregate (the “$2,200 million stock repurchase program”), replacing the $650 million stock repurchase program previously authorized by the Board on November 8, 2017,] subject to any restrictions specified in the Credit Agreement and/or Indentures governing the [added: Company's] existing [removed: Notes as described within the *Liquidity and Capital Resources* section of Item 7.][added: Notes.]

No repurchases were made under the program during the [added: fourth quarter of] fiscal [removed: year ended September 30, 2021.][added: 2022.]

Directors received an $18.50 reduction in the strike price of their respective vested options in lieu of a cash payment.

| | | | 9/30/2017 | | | | | | 9/30/2018 | | | | | | 9/30/2019 | | | | | | 9/30/2020 | | | | | | 9/30/2021 | | | | | | 9/30/2022 | | |

| TransDigm Group Inc. | | | 100.00 | | | | | | 145.63 | | | | | | 215.50 | | | | | | 207.98 | | | | | | 273.40 | | | | | | 236.22 | | |

| S&P 500 Index | | | 100.00 | | | | | | 117.91 | | | | | | 122.93 | | | | | | 141.55 | | | | | | 184.02 | | | | | | 155.55 | | |

| S&P Aerospace & Defense Select Index | | | 100.00 | | | | | | 126.38 | | | | | | 137.35 | | | | | | 113.48 | | | | | | 156.92 | | | | | | 121.51 | | |

There is no expiration date for this program.

During the second and third quarters of fiscal 2022, the Company repurchased 1,490,413 shares of common stock at an average price of $612.13 per share, for a total amount of $912 million.

The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders' deficit.

As of September 30, 2022, $1,288 million remains available for repurchase under the $2,200 million stock repurchase program.

No dividends were declared during fiscal 2021.

| | | | 9/30/16 | | | | | | 9/30/17 | | | | | | 9/30/18 | | | | | | 9/30/19 | | | | | | 9/30/20 | | | | | | 9/30/21 | | |

| TransDigm Group Inc. | | | 100.00 | | | | | | 104.73 | | | | | | 152.52 | | | | | | 225.70 | | | | | | 217.82 | | | | | | 286.34 | | |

| S&P 500 Index | | | 100.00 | | | | | | 118.61 | | | | | | 139.85 | | | | | | 145.80 | | | | | | 167.89 | | | | | | 218.27 | | |

| S&P Aerospace & Defense Select Index | | | 100.00 | | | | | | 139.21 | | | | | | 175.93 | | | | | | 191.20 | | | | | | 157.98 | | | | | | 218.45 | | |

“Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

During the fiscal year ended September 30, 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 repurchase program.

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.

\[Reserved\]

As of September 30, [removed: 2021,] [added: 2022,] TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its President, Chief Executive Officer and Director (Principal Executive Officer) and [added: Executive Vice President and] Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures.

Based upon that evaluation, the President, Chief Executive Officer and Director and [added: Executive Vice President and] Chief Financial Officer concluded that TD Group’s disclosure controls and procedures are effective to ensure that information required to be disclosed by TD Group in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to TD Group’s management, including its President, Chief Executive Officer and Director and [added: Executive Vice President and] Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the [removed: fiscal] [added: third] quarter [removed: ended April 3, 2021,] [added: of fiscal 2022,] the Company completed the acquisition of [removed: CAC.][added: DART.]

As permitted by SEC rules and regulations, the Company has excluded the acquisition from management's evaluation of internal controls over financial reporting as of September 30, [removed: 2021.][added: 2022.]

The [removed: Company’s] [added: acquisition constituted approximately 2% of the Company's] total [removed: assets,] [added: assets (inclusive of acquired intangible assets) as of September 30, 2022 and approximately 1% and 0% of the Company's] net sales and income from continuing operations before income [removed: taxes] [added: taxes, respectively,] for the fiscal year ended September 30, [removed: 2021 for the acquisition of CAC constituted approximately 6%, 3% and (1)%, respectively, of each of these key measures as reported in our consolidated financial statements.][added: 2022.]

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) [removed: (“COSO”)] in Internal Control-Integrated Framework, TransDigm’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2021.][added: 2022.]

Based on our assessment, management concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2021.][added: 2022.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere in this Annual Report on Form 10-K and is incorporated herein by reference.

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of fiscal [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited TransDigm Group Incorporated’s internal control over financial reporting as of September 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the [removed: COSO criteria).][added: “COSO criteria”).]

In our opinion, TransDigm Group Incorporated (the [removed: Company)] [added: “Company”)] maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2021,] [added: 2022,] based on the COSO [removed: criteria.][added: criteria.]

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Cobham Aero Connectivity (CAC),] [added: DART Aerospace (“DART”),] which is included in the [removed: 2021] [added: 2022] consolidated financial statements of the Company and constituted [removed: 6%] [added: 2%] of total assets as of September 30, [removed: 2021] [added: 2022] and [removed: 3%] [added: 1%] and [removed: (1%)] [added: 0%] of net sales and income from continuing operations before income taxes, respectively, for the [added: fiscal] year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: CAC.][added: DART.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three [added: fiscal] years in the period ended September 30, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated November [removed: 16, 2021] [added: 10, 2022] expressed an unqualified opinion thereon.

November 10, 2022

November 16, 2021

None.

On November 16, 2021, the Company and Jorge Valladares, Chief Operating Officer, entered into an amendment to Mr. Valladares’ employment agreement.

The amendment (1) modified the severance provisions in the event of a termination without cause or for good reason or by reason of death or disability from providing for 90 day notice of termination and severance of one times annual salary and one times the greater of last year’s annual incentive or the current year target to no notice of termination and severance of 1.25 times annual salary and the greater of last year’s annual incentive or current year target, consistent with other officers of the Company; Mr. Valladares also would receive as severance 18 times the difference between the rate of health plan coverage on the date of termination and the COBRA rate of such coverage, but this provision was not changed; (2) eliminated Mr. Valladares’ opportunity to cure a default in the event of a potential termination for cause; and (3) added a requirement for Mr. Valladares to execute a release as a condition to receiving severance.

On November 15, 2021, the Company and Michael Lisman, Chief Financial Officer, and the Company and Sarah Wynne, Chief Accounting Officer, entered into respective amendments to Mr. Lisman’s and Ms. Wynne’s employment agreements.

The amendment modified the severance provisions in the event of a termination without cause or for good reason or by reason of death or disability from providing 15 times the difference between the rate of health plan coverage on the date of termination and the COBRA rate of such coverage to 18 times such difference, consistent with other officers of the Company.

Mr. Lisman and Ms. Wynne would also receive as severance 1.25 times annual salary and the greater of last year’s annual incentive or current year target, but those provisions were not changed.

Information regarding TD Group’s directors will be set forth under the caption “Proposal [removed: One:] [added: No. 1 -] Election of Directors” in our Proxy Statement, which is incorporated herein by reference.

| Kevin Stein | | | | | | [removed: 55] [added: 56] | | | | | | President, Chief Executive Officer and Director | | |

| Jorge L. Valladares III | | | | | | [removed: 47] [added: 48] | | | | | | Chief Operating Officer | | |

| Michael Lisman | | | | | | [removed: 39] [added: 40] | | | | | | [added: Executive Vice President and] Chief Financial Officer | | |

| Sarah Wynne | | | | | | [removed: 47] [added: 48] | | | | | | Chief Accounting Officer | | |

| Halle Martin | | | | | | [removed: 53] [added: 54] | | | | | | General Counsel, Chief Compliance Officer & Secretary | | |

Mr. Lisman was appointed Chief Financial Officer in July [removed: 2018.][added: 2018 and Executive Vice President in January 2022.]

Prior to that, Ms. Wynne served as Group Controller from April 2015 to October 2018, as Controller of the Aero Fluid Products division of AeroControlex Group, Inc., a wholly-owned subsidiary of TransDigm Inc., from October 2009 to March 2015, and previously in other accounting roles [removed: with] [added: within] the Company.

We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers, and employees and a Code of Ethics for Senior Financial Officers which includes additional ethical obligations for our senior financial management (which includes our [removed: president and] [added: president,] chief executive [removed: officer,] [added: officer and director,] chief operating officer, [added: executive vice president and] chief financial officer, chief accounting officer, treasurer, vice president of finance, director of internal audit, general counsel, operating unit presidents and operating unit vice presidents of finance).

The procedure by which stockholders may recommend nominees to our Board of Directors will be set forth under the caption [removed: “Directors”] [added: “Stockholder Proposals for 2024 Annual Meeting”] in our Proxy Statement, which is incorporated herein by reference.

| Robert S. Henderson | | | | | | 65 | | | | | | Vice Chairman | | |

Mr. Henderson was appointed Vice Chairman in January 2017.

Prior to that, Mr. Henderson served as Chief Operating Officer—Airframe from October 2014 to December 2016.

Mr. Henderson also previously served as Executive Vice President from December 2005 to October 2014, and as President of the AdelWiggins Group, a division of TransDigm Inc., from August 1999 to April 2008.

(1)Includes information related to the [removed: 2003 stock option plan, the] 2006 stock incentive plan and the 2014 stock option plan.

(2)This amount represents [removed: 1,548,605] [added: 1,082,985] and [removed: 4,202,923] [added: 4,302,706] shares subject to outstanding stock options under our 2006 stock incentive plan and 2014 stock option plan, respectively.

No grants have been made under TD Group’s 2019 stock option plan as of September 30, [removed: 2021.][added: 2022.]

| Equity compensation plans approved by security holders (1) | | | | | | 5,385,691 | | | (2) | | | $ | 377.99 | | | | | 4,346,451 | | | (3) | | |

| Equity compensation plans approved by security holders (1) | | | | | | 5,751,528 | | | (2) | | | $ | 344.58 | | | | | 4,626,294 | | | (3) | | |

No further grants may be made under our 2003 stock incentive plan and no shares are subject to outstanding stock options under our 2003 stock incentive plan.

The information required by this item will be set forth under the captions entitled [removed: “Certain Relationships] [added: “Corporate Governance”] and [removed: Related Transactions,”] “Director [removed: Compensation,” and “Independence of Directors”] [added: Compensation”] in our Proxy Statement, which is incorporated herein by reference.

The information required by this item will be set forth under the [removed: captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees,”] [added: caption “Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm,”] in our Proxy Statement, which is incorporated herein by reference.

| Report of Independent Registered Public Accounting Firm [added: (Ernst & Young LLP, PCAOB ID: 42)] | | | [removed: F-[1](#if65be9a7604f45ad94b1b37bcb73f17d_100)] [added: F-[1](#ie56ee4edf4d443fba24ba21abd4b67fd_103)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[3](#if65be9a7604f45ad94b1b37bcb73f17d_103)] [added: F-[3](#ie56ee4edf4d443fba24ba21abd4b67fd_106)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[4](#if65be9a7604f45ad94b1b37bcb73f17d_109)] [added: F-[4](#ie56ee4edf4d443fba24ba21abd4b67fd_112)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[5](#if65be9a7604f45ad94b1b37bcb73f17d_112)] [added: F-[5](#ie56ee4edf4d443fba24ba21abd4b67fd_115)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[6](#if65be9a7604f45ad94b1b37bcb73f17d_115)] [added: F-[6](#ie56ee4edf4d443fba24ba21abd4b67fd_118)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[7](#if65be9a7604f45ad94b1b37bcb73f17d_118)] [added: F-[7](#ie56ee4edf4d443fba24ba21abd4b67fd_121)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_121)[8](#if65be9a7604f45ad94b1b37bcb73f17d_121)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_124)[8](#ie56ee4edf4d443fba24ba21abd4b67fd_124)] to [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_211)[45](#if65be9a7604f45ad94b1b37bcb73f17d_211)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_214)[44](#ie56ee4edf4d443fba24ba21abd4b67fd_214)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_220)[46](#if65be9a7604f45ad94b1b37bcb73f17d_220)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_217)[45](#ie56ee4edf4d443fba24ba21abd4b67fd_217)] | | |

| [3.50](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit350.htm) | | | | | | Amended and Restated Certificate of [removed: Incorporation] [added: Incorporation, filed February 7, 2007,] of Aviation Technologies, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 9, 2018 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit350.htm) | | |

| [3.63](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit365.htm) | | | | | | Certificate of Incorporation, filed October 24, 1977, of Transformer Technology Corporation (now known as [removed: Beta Transformer Technology] [added: Power Device] Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit365.htm) | | |

| [3.64](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit366.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed December 1, 1977, of Transformer Technology Corporation (now known as [removed: Beta Transformer Technology] [added: Power Device] Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit366.htm) | | |

| [removed: [3.65](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit367.htm)] [added: [3.6](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit367.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit367.htm)] | | | | | | By-laws of Transformer Technology Corporation (now known as [removed: Beta Transformer Technology] [added: Power Device] Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit367.htm) | | |

| [removed: [3.66](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm)] [added: [3.6](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm)] | | | | | | Amended and Restated Limited Liability Company Agreement, filed July 7, 2016, of Beta Transformer Technology LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm) | | |

| [removed: [3.67](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit31tdg2016q2.htm)] [added: [3.6](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit31tdg2016q2.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit31tdg2016q2.htm)] | | | | | | Limited Liability Company Certificate of Formation of Breeze-Eastern LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 11, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit31tdg2016q2.htm) | | |

| [removed: [3.68](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm)[70](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm)] | | | | | | Limited Liability Company Agreement of Breeze-Eastern LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 11, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm) | | |

| [removed: [3.69](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex327.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex327.htm)[71](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex327.htm)] | | | | | | Articles of Incorporation, filed February 6, 1998, of Air Carrier Acquisition Corp. (now known as Bridport-Air Carrier, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex327.htm) | | |

| [removed: [3.70](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex328.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex328.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex328.htm)] | | | | | | Articles of Amendment, filed February 23, 1998, of Air Carrier Acquisition Corp. (now known as Bridport-Air Carrier, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex328.htm) | | |

| [removed: [3.71](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex329.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex329.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex329.htm)] | | | | | | Articles of Amendment, filed December 14, 1999, of Bridport-Air Carrier, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex329.htm) | | |

| [removed: [3.72](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex330.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex330.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex330.htm)] | | | | | | Amended and Restated By-Laws of Bridport-Air Carrier, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex330.htm) | | |

| [removed: [3.73](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex323.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex323.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex323.htm)] | | | | | | Certificate of Incorporation, filed May 9, 2000, of Erie Acquisition Corp. (now known as Bridport Erie Aviation, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex323.htm) | | |

| [removed: [3.74](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex324.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex324.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex324.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed May 30, 2000, of Erie Acquisition Corp. (now known as Bridport Erie Aviation, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex324.htm) | | |

| [removed: [3.75](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex325.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex325.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex325.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed June 19, 2000, of Bridport Erie Aviation, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex325.htm) | | |

| [removed: [3.76](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex326.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex326.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex326.htm)] | | | | | | Amended and Restated By-Laws of Erie Acquisition Corp. (now known as Bridport Erie Aviation, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex326.htm) | | |

| [removed: [3.77](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex36.htm)] [added: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex36.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex36.htm)] | | | | | | Certificate of Incorporation, filed July 2, 2004, of Bridport Holdings, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex36.htm) | | |

| [removed: [3.78](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex37.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex37.htm)[80](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex37.htm)] | | | | | | Amended and Restated By-Laws of Bridport Holdings, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex37.htm) | | |

| [removed: [3.79](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex342.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex342.htm)[81](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex342.htm)] | | | | | | Certificate of Incorporation, filed August 6, 2007, of Bruce Aerospace Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 21, 2007 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex342.htm) | | |

| [removed: [3.80](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex343.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex343.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex343.htm)] | | | | | | By-laws of Bruce Aerospace Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 21, 2007 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312507252212/dex343.htm) | | |

| [removed: [3.81](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit381.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit381.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit381.htm)] | | | | | | Articles of [removed: Organization] [added: Organization, filed June 29, 2007,] of CDA InterCorp LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 9, 2018 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit381.htm) | | |

| [removed: [3.82](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_45.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_45.htm)[4](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_45.htm)] | | | | | | Operating Agreement of CDA InterCorp LLC | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed July 6, 2007 (File No. 333-144366)](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_45.htm) | | |

| [removed: [3.83](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex346.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex346.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex346.htm)] | | | | | | Certificate of Formation, filed September 30, 2009, of CEF Industries, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 24, 2009 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex346.htm) | | |

| [removed: [3.84](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex347.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex347.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex347.htm)] | | | | | | Limited Liability Company Agreement of CEF Industries, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 24, 2009 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509241477/dex347.htm) | | |

| [removed: [3.85](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_27.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_27.htm)[7](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_27.htm)] | | | | | | Certificate of Formation, effective June 30, 2007, of Champion Aerospace LLC | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed July 6, 2007 (File No. 333-144366)](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_27.htm) | | |

| [removed: [3.86](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_28.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_28.htm)[8](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_28.htm)] | | | | | | Limited Liability Company Agreement of Champion Aerospace LLC | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed July 6, 2007 (File No. 333-144366)](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_28.htm) | | |

| [removed: [3.87](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit389.htm)] [added: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit389.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit389.htm)] | | | | | | Certificate of Incorporation, filed October 23, 1970, of ILC Data Devices Corporation (now known as Data Device Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit389.htm) | | |

| [removed: [3.88](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit390.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit390.htm)[90](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit390.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed April 23, 1999, of ILC Data Device Corporation (now known as Data Device Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit390.htm) | | |

| [removed: [3.89](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit391.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit391.htm)[91](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit391.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed July 14, 2014, of Data Device Corporation | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit391.htm) | | |

| [removed: [3.90](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit392.htm)] [added: [3.9](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit392.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit392.htm)] | | | | | | By-laws of ILC Data Devices Corporation (now known as Data Device Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 15, 2016 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit392.htm) | | |

| [removed: [3.91](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex31.htm)] [added: [3.9](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex31.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex31.htm)] | | | | | | Certificate of Incorporation, filed November 20, 2009, of Dukes Aerospace, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed December 4, 2009 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex31.htm) | | |

| [removed: [3.92](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex32.htm)] [added: [3.9](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex32.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex32.htm)] | | | | | | By-laws of Dukes Aerospace, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed December 4, 2009 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509246859/dex32.htm) | | |

| [3.65](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit365tdg202210-k.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed June 20, 2022, of Beta Transformer Technology Corporation (now known as Power Device Corporation) | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit365tdg202210-k.htm) | | |

| [3.146](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit3146tdg202210-k.htm) | | | | | | Amendment to Certificate of Formation, filed February 4, 2021, of Telair International LLC (now known as Nordisk Aviation Products LLC) | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit3146tdg202210-k.htm) | | |

| [3.219](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit3219tdg202210-k.htm) | | | | | | Amendment to Certificate of Incorporation, filed December 20, 2021, of Cobham Defense Products, Inc. (now known as Chelton Defense Products, Inc.) | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit3219tdg202210-k.htm) | | |

| [3.228](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit34by-lawsofcenturyh.htm) | | | | | | By-laws of Century Helicopters, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit34by-lawsofcenturyh.htm) | | |

| [3.229](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit35articlesofincorpo.htm) | | | | | | Articles of Incorporation, filed April 11, 1997, of Dart Aerospace USA, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit35articlesofincorpo.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit38bylawsofdartbuyer.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit38bylawsofdartbuyer.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit38bylawsofdartbuyer.htm) | | | | | | Bylaws of Dart Buyer, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit38bylawsofdartbuyer.htm) | | |

| [3.23](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit39certificateofinco.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit39certificateofinco.htm) | | | | | | Certificate of Incorporation, filed July 29, 2011, of Dart Helicopter Services, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit39certificateofinco.htm) | | |

| [3.23](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit310bylawsofdartheli.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit310bylawsofdartheli.htm) | | | | | | Bylaws of Dart Helicopter Services, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit310bylawsofdartheli.htm) | | |

| [3.23](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit314bylawsofdarttopc.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit314bylawsofdarttopc.htm) | | | | | | Bylaws of Dart TopCo, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit314bylawsofdarttopc.htm) | | |

| [3.23](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit315amendedandrestat.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit315amendedandrestat.htm) | | | | | | Amended and Restated Articles of Incorporation, filed February 8, 2010, of Heli Tech, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit315amendedandrestat.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit316amendmentno1file.htm)[40](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit316amendmentno1file.htm) | | | | | | Amendment No. 1, filed July 12, 2010, to the Amended and Restated Articles of Incorporation of Heli Tech, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit316amendmentno1file.htm) | | |

| [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit319amendedandrestat.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit319amendedandrestat.htm) | | | | | | Amended and Restated Articles of Incorporation, filed June 28, 2022, of Offshore Helicopter Support Services, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit319amendedandrestat.htm) | | |

| [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit320bylawsofoffshore.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit320bylawsofoffshore.htm) | | | | | | Bylaws of Offshore Helicopter Support Services, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit320bylawsofoffshore.htm) | | |

| [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit321articlesofincorp.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit321articlesofincorp.htm) | | | | | | Articles of Incorporation of Paravion Technology, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit321articlesofincorp.htm) | | |

| [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit322by-lawsofparavio.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit322by-lawsofparavio.htm) | | | | | | By-laws of Paravion Technology, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit322by-lawsofparavio.htm) | | |

| [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit323articlesofincorp.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit323articlesofincorp.htm) | | | | | | Articles of Incorporation, filed July 28, 1965, of Simplex Manufacturing Co. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit323articlesofincorp.htm) | | |

| [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit325articlesofamendm.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit325articlesofamendm.htm) | | | | | | Articles of Amendment, filed December 2, 1988, of Simplex Manufacturing Co. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit325articlesofamendm.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit326articlesofamendm.htm)[50](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit326articlesofamendm.htm) | | | | | | Articles of Amendment, filed August 21, 2000, of Simplex Manufacturing Co. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit326articlesofamendm.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit327articlesofamendm.htm)[51](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit327articlesofamendm.htm) | | | | | | Articles of Amendment, filed March 12, 2001, of Simplex Manufacturing Co. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit327articlesofamendm.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit328articlesofamendm.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit328articlesofamendm.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit328articlesofamendm.htm) | | | | | | Articles of Amendment, filed October 29, 2007, of Simplex Manufacturing Co. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit328articlesofamendm.htm) | | |

| [10.12](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1012tdg202210-k.htm) | | | | | | Employment Agreement, dated November 5, 2018, between TransDigm Group Incorporated and Halle Martin (fka Halle Terrion)* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1012tdg202210-k.htm) | | |

| [10.26](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1026tdg202210-k.htm) | | | | | | Amendment to Fourth Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1026tdg202210-k.htm) | | |

| [10.28](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm) | | | | | | Amendment to Amended and Restated TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm) | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000142/exhibit101.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000142/exhibit101.htm) | | | | | | Amendment No. 9 and Incremental Revolving Credit Assumption Agreement, dated as of December 29, 2021, to the Second Amended and Restated Credit Agreement, dated as of June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent for the lenders | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed December 30, 2021 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000142/exhibit101.htm) | | |

| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

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| Exhibit No. | | | | | | Description | | | | | | Filed Herewith or Incorporated by Reference From | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000134/exhibit1054tdg2021q410-k.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000134/exhibit1054tdg2021q410-k.htm) | | | | | | 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 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 16, 2021](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000134/exhibit1054tdg2021q410-k.htm) [](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000134/exhibit1054tdg2021q410-k.htm)[(File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022121000134/exhibit1054tdg2021q410-k.htm) | | |

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| /s/ John Staer | | | | | | Director | | | | | | November 10, 2022 | | |

| /s/ Raymond F. Laubenthal | | | | | | Director | | | | | | November 16, 2021 | | |

| Raymond F. Laubenthal | | | | | | | | | | | | | | |

| | | | | | | Director | | | | | | November 16, 2021 | | |

| Report of Independent Registered Public Accounting Firm [added: (Ernst & Young LLP, PCAOB ID: 42)] | | | [removed: F-[1](#if65be9a7604f45ad94b1b37bcb73f17d_100)] [added: F-[1](#ie56ee4edf4d443fba24ba21abd4b67fd_103)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[3](#if65be9a7604f45ad94b1b37bcb73f17d_103)] [added: F-[3](#ie56ee4edf4d443fba24ba21abd4b67fd_106)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[4](#if65be9a7604f45ad94b1b37bcb73f17d_109)] [added: F-[4](#ie56ee4edf4d443fba24ba21abd4b67fd_112)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[5](#if65be9a7604f45ad94b1b37bcb73f17d_112)] [added: F-[5](#ie56ee4edf4d443fba24ba21abd4b67fd_115)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[6](#if65be9a7604f45ad94b1b37bcb73f17d_115)] [added: F-[6](#ie56ee4edf4d443fba24ba21abd4b67fd_118)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: F-[7](#if65be9a7604f45ad94b1b37bcb73f17d_118)] [added: F-[7](#ie56ee4edf4d443fba24ba21abd4b67fd_121)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_121)[8](#if65be9a7604f45ad94b1b37bcb73f17d_121)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_124)[8](#ie56ee4edf4d443fba24ba21abd4b67fd_124)] to [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_211)[45](#if65be9a7604f45ad94b1b37bcb73f17d_211)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_214)[44](#ie56ee4edf4d443fba24ba21abd4b67fd_214)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [F-](#if65be9a7604f45ad94b1b37bcb73f17d_220)[46](#if65be9a7604f45ad94b1b37bcb73f17d_220)] [added: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_217)[45](#ie56ee4edf4d443fba24ba21abd4b67fd_217)] | | |

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the [removed: Company)] [added: “Company”)] as of September 30, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three [added: fiscal] years in the period ended September 30, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three [added: fiscal] years in the period ended September 30, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] 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 [removed: 16, 2021] [added: 10, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | At September 30, [removed: 2021,] [added: 2022,] the Company had goodwill and indefinite-lived intangible assets of $8.6 billion and [removed: $983] [added: $990] 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 [removed: quarter] [added: fiscal quarter,] or more [removed: frequently] [added: frequently,] if [removed: indicators of impairment exist.] [added: an event occurs or circumstances change that would more likely than not reduce fair value below carrying value.] 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. [removed: Management performs an initial assessment of] [added: The Company first assesses] 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 [removed: amount.] [added: value.] If [removed: management concludes] the [added: Company determines 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 [removed: amount,] [added: value,] a quantitative impairment test is performed. [removed: Management] [added: The Company] performed a quantitative assessment on the goodwill and indefinite-lived intangible assets at [removed: 16] [added: 13] 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 [removed: through the use of] [added: using] a discounted cash flow valuation model. Auditing management’s quantitative impairment assessment was complex and judgmental for certain of the [removed: 16] [added: 13] 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. | | |

| *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 [removed: 16] [added: 13] 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 [removed: 16] [added: 13] 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 [removed: 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. | | |

AS OF SEPTEMBER 30, [removed: 2021] [added: 2022] AND [removed: 2020][added: 2021]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 4,787] [added: 3,001] | | | | | $ | [removed: 4,717] [added: 4,787] | |

| Trade accounts receivable—Net | | | [removed: 791] [added: 967] | | | | | | [removed: 720] [added: 791] | | |

| Inventories—Net | | | [removed: 1,185] [added: 1,332] | | | | | | [removed: 1,283] [added: 1,185] | | |

| Prepaid expenses and other | | | [removed: 267] [added: 349] | | | | | | [removed: 240] [added: 267] | | |

| Total current assets | | | [removed: 7,030] [added: 5,649] | | | | | | [removed: 6,960] [added: 7,030] | | |

| PROPERTY, PLANT AND EQUIPMENT—NET | | | [removed: 770] [added: 807] | | | | | | [removed: 752] [added: 770] | | |

| GOODWILL | | | [removed: 8,568] [added: 8,641] | | | | | | [removed: 7,889] [added: 8,568] | | |

| OTHER INTANGIBLE ASSETS—NET | | | [removed: 2,791] [added: 2,750] | | | | | | [removed: 2,610] [added: 2,791] | | |

| [removed: DEFERRED INCOME TAXES] [added: Deferred income taxes] | | | [removed: —] [added: (22)] | | | | | | [removed: 17] [added: 34] | | | [added: | | | 24 | | |]

| OTHER | | | [removed: 156] [added: 260] | | | | | | [removed: 167] [added: 156] | | |

| TOTAL ASSETS | | | $ | [removed: 19,315] [added: 18,107] | | | | | $ | [removed: 18,395] [added: 19,315] | |

| Current portion of long-term debt | | | $ | [removed: 277] [added: 76] | | | | | $ | [removed: 276] [added: 277] | |

| Short-term borrowings—trade receivable securitization facility | | | [removed: 349] [added: 350] | | | | | | 349 | | |

| Accounts payable | | | [removed: 227] [added: 279] | | | | | | [removed: 218] [added: 227] | | |

| Accrued and other current liabilities | | | [removed: 810] [added: 721] | | | | | | [removed: 773] [added: 810] | | |

| Total current liabilities | | | [removed: 1,663] [added: 1,426] | | | | | | [removed: 1,616] [added: 1,663] | | |

| LONG-TERM DEBT | | | [removed: 19,372] [added: 19,369] | | | | | | [removed: 19,384] [added: 19,372] | | |

| DEFERRED INCOME TAXES | | | [removed: 485] [added: 596] | | | | | | [removed: 430] [added: 485] | | |

| OTHER NON-CURRENT LIABILITIES | | | [removed: 705] [added: 482] | | | | | | [removed: 933] [added: 705] | | |

| Total liabilities | | | [removed: 22,225] [added: 21,873] | | | | | | [removed: 22,363] [added: 22,225] | | |

| Common stock - $.01 par value; authorized 224,400,000 shares; issued [removed: 59,403,100] [added: 60,049,685] and [removed: 58,612,028] [added: 59,403,100] at September 30, [removed: 2021] [added: 2022] and September 30, [removed: 2020,] [added: 2021,] respectively | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 1,830] [added: 2,113] | | | | | | [removed: 1,581] [added: 1,830] | | |

| | | | 2022 | | | | | | 2021 | | |

| Less: Net income attributable to noncontrolling interests | | | (1) | | | | | | (1) | | | | | | (1) | | |

| Pension and postretirement benefit plans adjustment | | | 8 | | | | | | (10) | | | | | | 32 | | |

| Stock repurchases under repurchase program | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36,900) | | | | | | (19) | | | | | | — | | | | | | (19) | | |

| Pension and postretirement benefit plans adjustment, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | |

| Pension and postretirement benefit plans adjustment, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | |

| Stock repurchases under repurchase program | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,490,413) | | | | | | (912) | | | | | | — | | | | | | (912) | | |

| Pension and postretirement benefit plans adjustment, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | |

| BALANCE—September 30, 2022 | | | 60,049,685 | | | | | | $ | 1 | | | | | $ | 2,113 | | | | | $ | (3,914) | | | | | $ | (267) | | | | | (5,688,639) | | | | | | $ | (1,706) | | | | | $ | 7 | | | | | $ | (3,766) | |

| Refinancing costs | | | 1 | | | | | | 37 | | | | | | 28 | | |

| Loss on settlement of the Esterline Retirement Plan (the “ERP”) | | | 22 | | | | | | — | | | | | | — | | |

| Contribution to the unfunded portion of the ERP | | | (16) | | | | | | — | | | | | | — | | |

| Repurchases of common stock | | | (912) | | | | | | — | | | | | | (19) | | |

DART Aerospace – On March 14, 2022, the Company entered into a definitive agreement to acquire all the outstanding stock of DART Aerospace (“DART”) for a total purchase price of $359 million, which is net of a working capital settlement received in the fourth quarter of fiscal 2022 of approximately $1 million.

The acquisition was completed on May 25, 2022 and financed through existing cash on hand.

DART operates from four primary facilities (Hawkesbury, Ontario, Canada; Portland, Oregon; Fort Collins, Colorado and Chihuahua, Mexico) and is a leading provider of highly engineered, unique helicopter mission equipment solutions that predominantly service civilian aircraft.

The products are primarily proprietary with significant aftermarket content.

DART's operating results are included within TransDigm's Airframe segment.

The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company.

Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), growth rates, royalty rates and technology obsolescence rates.

| Goodwill | | | | | | 236 | | | | | | (34) | | | | | | 202 | | | (1) | | |

(2)Measurement period adjustments primarily related to the adjustments in the fair values of the acquired other intangible assets from the third-party valuation.

The offset was to goodwill.

Extant Aerospace Acquisitions – For the fiscal year ended September 30, 2022, the Company's Extant Aerospace subsidiary, which is included in TransDigm’s Power & Control segment, completed a series of acquisitions of substantially all of the assets and technical data rights of certain product lines, each meeting the definition of a business, for a total purchase price of $88 million, of which $78 million was paid via existing cash on hand and $10 million was accrued as a component of accrued and other current liabilities in the consolidated balance sheet as of September 30, 2022.

The allocation of the purchase prices is preliminary and will likely change in future periods as fair value estimates of the assets acquired and liabilities assumed are finalized.

The Company expects that all of the approximately $57 million of goodwill and all of the approximately $37 million of other intangible assets recognized for the acquisitions will be deductible for tax purposes over 15 years.

Pro forma net sales and results of operations for the acquisitions, had they occurred at the beginning of the fiscal years ended September 30, 2022 or September 30, 2021, are not material and, accordingly, are not provided.

Acquisitions completed by the Company’s Extant Aerospace subsidiary in fiscal 2021 and fiscal 2020 were not material.

The Company accounted for the CAC acquisition using the acquisition method of accounting and third-party valuation appraisals and included the results of operations of the acquisition in its consolidated financial statements from the effective dates of the acquisition.

| | | | | | | Preliminary | | | | | | Measurement Period | | | | | | Final | | | | | |

The offset was to goodwill.

As of September 30, 2022 and 2021, $52.1 million and $75.7 million remains reserved for.

During the second quarter of fiscal 2022, the Company received approximately $3 million in cash proceeds related to a final working capital settlement for the ScioTeq and TREALITY divestiture.

These proceeds are classified as a component of gain on sale of businesses-net in the consolidated statements of income.

The gain on sale recognized in fiscal 2021 as a result of the divestiture was not material and is classified as a component of gain on sale of businesses-net in the consolidated statements of income.

The cash flows from settled contracts are recognized in net cash provided by operating activities in the consolidated statements of cash flows.

The 13 reporting units selected for quantitative testing have higher commercial aerospace content and, as a result, have been more adversely impacted by the COVID-19 pandemic.

The Company performed a sensitivity analysis on certain company-specific projected data, specifically earnings before taxes and net sales, which are significant assumptions in the discounted cash flow valuation model to determine estimated fair value.

The Company is evaluating the impact of reference rate reform on our existing Credit Agreement and our interest rate swap and cap agreements.

To the extent that, prior to December 31, 2022, the Company enters into any transactions for which the optional practical expedients permissible under ASC 848 are applied, the adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and disclosures.

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| | | | | | | 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. | | |

November 16, 2021

| Pensions and other postretirement benefits | | | (10) | | | | | | 32 | | | | | | (29) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Common stock issued | | | 875 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Pensions and other postretirement benefits adjustments, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (29) | | | | | | — | | | | | | — | | | | | | — | | | | | | (29) | | |

| Treasury stock purchased | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36,900) | | | | | | (19) | | | | | | — | | | | | | (19) | | |

| Pensions and other postretirement benefits adjustments, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | |

| Pensions and other postretirement benefits adjustments, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | |

| Treasury stock purchases | | | — | | | | | | (19) | | | | | | — | | |

| Proceeds from trade receivable securitization facility, net | | | — | | | | | | — | | | | | | 49 | | |

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.

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.

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.

Allocations were based on the acquisition method of accounting and third-party valuation appraisals.

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