TransDigm Group (TDG) 10-K risk factor changes: FY2023 vs FY2022

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and financial [removed: condition.*][added: condition.]

[removed: We face risks related to] [added: Public health crises, such as] the [removed: current] COVID-19 [removed: pandemic] [added: pandemic,] and other health pandemics, epidemics and [removed: outbreaks*.*][added: outbreaks could adversely affect our business*.*]

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

In fiscal year [removed: 2022,] [added: 2023,] no customer individually accounted for 10% or more of the Company’s net sales; however, our top ten customers for fiscal year [removed: 2022] [added: 2023] accounted for approximately 41% of our net sales.

A material reduction in purchasing by one of our larger customers for any reason, including but not limited to [removed: the COVID-19 pandemic,] general economic or aerospace [removed: downturn,] [added: downturns,] decreased production, strike or resourcing, could have a material adverse effect on results of operations, financial position and cash flows.

The successful integration of new businesses, with the most significant recent acquisition being the [removed: DART Aerospace] [added: Calspan Corporation (“Calspan”)] acquisition in the third quarter of fiscal [removed: 2022,] [added: 2023,] depends on our ability to manage these new businesses and cut excess costs.

As of September 30, [removed: 2022,] [added: 2023,] our total indebtedness, excluding approximately [removed: $31] [added: $51] million in letters of credit outstanding, [added: approximately $193 million of finance lease obligation liabilities and approximately $21 million of government refundable advances,] was approximately $20 billion, which was [removed: 123.5%] [added: approximately 111%] of our total book capitalization.

As of September 30, [removed: 2022,] [added: 2023,] we had approximately [removed: $779] [added: $759] million of unused commitments under our revolving credit [removed: facility.][added: facility and $100 million of additional borrowing capacity under our trade receivable securitization facility (the “Securitization Facility”).]

Although our senior secured credit facility and the indentures governing the various [added: series of] senior secured and senior subordinated notes outstanding (the [removed: “Indentures”)] [added: “Notes”)] contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these qualifications and exceptions could be substantial.

All of our debt under the senior secured credit facility, which includes [removed: $7.3] [added: $6.2] billion in term loans and a revolving credit facility of $810 million, [added: and the Securitization Facility] bears interest at variable rates primarily based on the [removed: London interbank offered rate (“LIBOR”) for deposits of U.S. dollars.][added: Term Secured Overnight Financing Rate (“Term SOFR”).]

Accordingly, if [removed: LIBOR] [added: Term SOFR] or other variable interest rates increase, our debt service expense will also increase.

In order to mitigate the interest rate risk of these variable rate borrowings, we [added: have in the past] entered into interest rate [removed: swap] [added: swap, cap,] and [removed: cap] [added: collar] agreements that cover a significant portion of the existing variable rate [removed: debt.][added: debt and may do so in the future, subject to market and other conditions.]

As of September 30, [removed: 2022,] [added: 2023,] approximately [removed: 85%] [added: 90%] of our total debt was fixed rate.

For information about our interest rate [removed: swap and] [added: swap,] cap [added: and collar] agreements, refer to Note 21, “Derivatives and Hedging Instruments,” in the notes to the consolidated financial statements included herein.

Our indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness, including [added: debt under] the [removed: Indentures.][added: senior secured credit facility and the Notes.]

Our ability to make payments on and to refinance our indebtedness, including the [removed: Indentures,] [added: Notes,] amounts borrowed under the senior secured credit facility, amounts due under our [removed: trade receivable securitization facility (“Securitization Facility”),] [added: Securitization Facility,] and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under the senior secured credit facility or otherwise in amounts sufficient to enable us to service our indebtedness, including the amounts borrowed under the senior secured credit facility, amounts borrowed under our Securitization Facility and the [removed: Indentures,] [added: Notes,] or to fund our other liquidity needs.

The terms of existing or future debt instruments, the Securitization Facility, the [removed: Indentures] [added: indentures governing the Notes] and the senior secured credit facility may restrict us from adopting any of these alternatives.

In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms and [removed: would] [added: could] otherwise adversely affect [removed: the Indentures.][added: our business, financial condition and results of operations.]

The terms of the senior secured credit facility and [removed: Indentures] [added: indentures governing the Notes] may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

Our senior secured credit facility and the [removed: Indentures] [added: indentures governing the Notes] contain a number of restrictive covenants that impose significant operating and financial restrictions on TD Group, TransDigm Inc. and its subsidiaries (in the case of the senior secured credit facility) and TransDigm Inc. and its subsidiaries (in the case of the [removed: Indentures)] [added: indentures)] and may limit their ability to engage in acts that may be in our long-term best interests.

The senior secured credit facility and [removed: Indentures] [added: indentures governing the Notes] include covenants restricting, among other things, the ability of TD Group, TransDigm Inc. and its subsidiaries (in the case of the senior secured credit facility) and TransDigm Inc. and its subsidiaries (in the case of the [removed: Indentures)] [added: indentures)] to:

A breach of any of these covenants could result in a default under the senior secured credit facility or the [removed: Indentures.][added: indentures governing the Notes.]

If any such default occurs, the lenders under the senior secured credit facility and the holders of the [removed: senior secured and senior subordinated notes] [added: Notes] may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable.

In addition, [added: subject to the terms of an intercreditor agreement,] following an event of default under the senior secured credit [removed: facility,] [added: facility or] the [added: indentures governing our various series of outstanding senior secured notes, the] lenders [removed: under that facility] [added: thereunder or the holders thereof, as applicable,] will have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash, and they will also have the right to prevent us from making debt service payments on the senior subordinated notes.

If the debt under the senior secured credit facility or the [removed: senior secured or subordinated notes] [added: Notes] were to be accelerated, we cannot assure that our assets would be sufficient to repay in full our debt.

In recent years, such as in fiscal 2021 and the second half of fiscal 2020, we [removed: have] 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 airlines deferring or cancelling orders.

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

We [removed: currently] are [added: currently] experiencing supply shortages and inflationary pressures for certain components and raw materials that are important to our manufacturing process, particularly electronic [removed: parts.][added: parts, due to global supply chain constraints.]

Our net sales to foreign customers were approximately [removed: $1.9] [added: $2.3] billion for the fiscal year ended September 30, [removed: 2022.][added: 2023.]

Furthermore, the Company is subject to laws and regulations, such as the Foreign Corrupt Practices Act, [removed: UK] [added: U.K.] Bribery Act and similar local anti-bribery laws, which generally prohibit companies and their employees, agents and contractors from making improper payments for the purpose of obtaining or retaining business.

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

Although the [removed: conflict has not resulted in] [added: conflicts have not, nor are expected to, have] a direct material adverse impact on TransDigm's [removed: business to date,] [added: business,] the implications of the [added: Israel and Hamas and] Russia and Ukraine [removed: conflict] [added: conflicts] in the short-term and long-term are difficult to predict at this time.

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

- suspend [removed: us] [added: or debar] from receiving new contracts based on alleged violations of procurement laws or regulations;

- revoke required security clearances; [added: and]

- audit [removed: our] contract-related costs and fees, including allocated indirect costs.

Most [removed: of our] U.S. Government contracts can be terminated by the U.S. Government at its convenience without significant notice.

Termination for convenience provisions provide only for [removed: our] recovery of costs incurred or committed, settlement expenses and profit on the work completed prior to termination.

On contracts for which the price is based on [removed: cost,] the [added: reimbursement of costs, the] U.S. Government may review our costs and performance, as well as our accounting and general business practices.

You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.*

In connection with our term loans, we entered into various interest rate swap, cap and collar agreements associated with Term SOFR.

The COVID-19 pandemic had a negative effect on our business, results of operations, cash flows and financial condition.

It affected our business due to the impact on the global economy, including its effects on the commercial aerospace industry, the supply chain and raw material availability, production efforts and customer demand for our products and services.

Our ability to predict and respond to future changes resulting from potential health crises is uncertain.

Even after a public health crises subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

As we cannot predict the duration, scope or severity of future public health crises, the negative financial impact to our results cannot be reasonably estimated and could be material.

Most of our U.S. Government contracts are based on a firm-fixed price.

Any failure to comply with Data Protection Laws could result in significant penalties, fines, legal challenges and reputational harm.

Our ability to achieve our environmental, social and governance goals are subject to risks, many of which are outside of our control, and our reputation and brands could be harmed if we fail to meet such goals.

Companies across all industries are facing increasing scrutiny from stakeholders related to environmental, social and governance (“ESG”) matters, including practices and disclosures related to environmental stewardship; social responsibility; diversity, equity and inclusion; and workplace rights.

Our ability to achieve our ESG goals, including our goal to achieve our Scope 1 and Scope 2 emissions by the year 2031, and to accurately and transparently report our progress presents numerous operational, financial, legal and other risks, and may be dependent on the actions of suppliers and other third parties and significant technological advancements with respect to the development and availability of reliable, affordable and sustainable alternative solutions, all of which are outside of our control.

If we are unable to meet our ESG goals or evolving stakeholder expectations and industry standards, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, our reputation could be negatively impacted.

In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing importance on ESG matters.

If, as a result of their assessment of our ESG practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in us.

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, including the SEC’s recently proposed disclosure requirements regarding, among other matters, greenhouse gas emissions, we may have to undertake additional costs to control, assess and report on ESG metrics.

Any failure or perceived failure, whether or not valid, to pursue or fulfill our ESG goals, targets and objectives or to satisfy various ESG reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

From time to time, changes in tax laws or regulations may be proposed or enacted that could adversely affect our overall tax liability.

There can be no assurance that changes in tax laws or regulations, both within the U.S. and the other jurisdictions in which we operate, such as the proposed 15% global minimum tax under the Organisation for Economic Co-operation and Development (the “OECD”) Pillar Two, Global Anti-Base Erosion Rules (the “Pillar Two Rules”), will not materially and adversely affect our effective tax rate, tax payments, financial condition and results of operations.

As of September 30, 2023, among the jurisdictions where the Company operates, only the U.K. has enacted legislation adopting the Pillar Two Rules, effective in fiscal 2025.

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 likelihood of resurgences and 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.

The commercial aerospace industry, in particular, has been significantly disrupted, both domestically and internationally, by the pandemic.

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.

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

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.

Because the duration of the pandemic is unclear, it is difficult to forecast a precise impact on the Company’s future results.

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.

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.

In February 2020, in connection with Amendment No. 7 and the Refinancing Facility Agreement (herein, “Amendment No. 7”) to the Second Amended and Restated Credit 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.

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.

Once the alternative interest rate has replaced LIBOR, our future interest expense could be impacted.

Reduction in force actions, such as the actions primarily taken 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.

The COVID-19 pandemic has continued to disrupt the global supply chain.

- reduce the value of existing contracts; and

In the third quarter of fiscal 2019, we voluntarily refunded $16.0 million to the U.S. Government following an OIG audit, and the DOD has requested refunds of $20.8 million in response to another OIG audit 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 Committee; Congressional inquiries are costly and time consuming for our management and could distract from our ability to effectively manage the business.

For fiscal year [removed: 2022,] [added: 2023,] we generated net sales of [removed: $5,429] [added: $6,585] million, gross profit of [removed: $3,099] [added: $3,842] million or [removed: 57.1%] [added: 58.3%] of net sales, and net income attributable to TD Group of [removed: $866] [added: $1,298] million.

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

As of the date of this report, we have successfully acquired approximately [removed: 87] [added: 88] businesses and product lines since our formation in 1993.

In the case of larger acquisitions that consist of multiple operating units (such as the Esterline [removed: acquisition),] [added: acquisition in fiscal 2019),] we may pursue opportunities to divest certain acquired operating units that are not in line with our long-term acquisition strategy.

Acquisitions and divestitures during the most recent three fiscal years [removed: are] [added: is] described in Note 2, “Acquisitions and Divestitures,” in the notes to the consolidated financial statements included herein.

Commercial air travel in domestic markets [removed: continued] [added: continues] to lead the air traffic recovery [removed: in fiscal 2022] with [removed: certain] [added: most] domestic markets [removed: nearing] [added: nearing, achieving or surpassing] pre-pandemic air traffic levels.

[removed: Additionally, within the defense market, the] [added: The] pace of U.S. government defense spending outlays and government funding reprioritization provides for [removed: uncertainty.][added: uncertainty in the defense aerospace market.]

The disruption [removed: in the supply chain] has resulted in [added: delays in the availability of certain raw materials and] increased freight costs, raw material costs and labor [removed: costs from the ongoing inflationary environment.][added: costs.]

Our business has been adversely [removed: affected] [added: affected, though not materially,] 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.

| | | | [removed: 2022] [added: 2023] | | | | | | % of Net Sales | | | | | | [removed: 2021] [added: 2022] | | | | | | % of Net Sales | | |

| Net sales | | | $ | [removed: 5,429] [added: 6,585] | | | | | 100.0 | | % | | | | $ | [removed: 4,798] [added: 5,429] | | | | | 100.0 | | % |

| Cost of sales | | | [removed: 2,330] [added: 2,743] | | | | | | [removed: 42.9] [added: 41.7] | | % | | | | [removed: 2,285] [added: 2,330] | | | | | | [removed: 47.6] [added: 42.9] | | % |

| Selling and administrative expenses | | | [removed: 748] [added: 780] | | | | | | [removed: 13.8] [added: 11.8] | | % | | | | [removed: 685] [added: 748] | | | | | | [removed: 14.3] [added: 13.8] | | % |

| Amortization of intangible assets | | | [removed: 136] [added: 139] | | | | | | [removed: 2.5] [added: 2.1] | | % | | | | [removed: 137] [added: 136] | | | | | | [removed: 2.9] [added: 2.5] | | % |

| Income from operations | | | [removed: 2,215] [added: 2,923] | | | | | | [removed: 40.8] [added: 44.4] | | % | | | | [removed: 1,691] [added: 2,215] | | | | | | [removed: 35.2] [added: 40.8] | | % |

| Interest [removed: expense, net] [added: expense-net] | | | [removed: 1,076] [added: 1,164] | | | | | | [removed: 19.8] [added: 17.7] | | % | | | | [removed: 1,059] [added: 1,076] | | | | | | [removed: 22.1] [added: 19.8] | | % |

| Refinancing costs [removed: | | | 1 | | | | | | — | | % |] [added: (3)] | | | [removed: 37] [added: 56] | | | | | | [removed: 0.8] [added: 1] | | [removed: %] |

| Other [removed: expense] (income) [added: expense] | | | [removed: 18] [added: (13)] | | | | | | [removed: 0.3] [added: (0.2)] | | % | | | | [removed: (51)] [added: 18] | | | | | | [removed: (1.1)] [added: 0.3] | | % |

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

| Income tax provision | | | [removed: 261] [added: 417] | | | | | | [removed: 4.8] [added: 6.3] | | % | | | | [removed: 34] [added: 261] | | | | | | [removed: 0.7] [added: 4.8] | | % |

| Income from continuing operations | | | [removed: 866] [added: 1,299] | | | | | | [removed: 16.0] [added: 19.7] | | % | | | | [removed: 681] [added: 866] | | | | | | [removed: 14.2] [added: 16.0] | | % |

| Income from continuing operations attributable to TD Group | | | [removed: 865] [added: 1,298] | | | | | | [removed: 15.9] [added: 19.7] | | % | | | | [removed: 680] [added: 865] | | | | | | [removed: 14.2] [added: 15.9] | | % |

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

| Net income attributable to TD Group | | | $ | [removed: 866] [added: 1,298] | | | | | [removed: 16.0] [added: 19.7] | | % | | | | $ | [removed: 680] [added: 866] | | | | | [removed: 14.2] [added: 16.0] | | % |

| Net income applicable to TD Group common stockholders | | | $ | [removed: 780] [added: 1,260] | | (1) | | | [removed: 14.4] [added: 19.1] | | % | | | | $ | [removed: 607] [added: 780] | | (1) | | | [removed: 12.7] [added: 14.4] | | % |

| Earnings per [removed: share:] [added: share] | | | [added: $] | [added: 22.03] | | | | | | | | | | | [added: $] | [added: 13.40] | | | | | | | |

| Earnings per share from continuing operations—basic and diluted | | | $ | [removed: 13.38] [added: 22.03] | | (2) | | | | | | | | | $ | [removed: 10.41] [added: 13.38] | | (2) | | | | | |

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

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

| Weighted-average shares outstanding—basic and diluted | | | [removed: 58.2] [added: 57.2] | | | | | | | | | | | | [removed: 58.4] [added: 58.2] | | | | | | | | |

| EBITDA | | | $ | [removed: 2,456] [added: 3,148] | | (3) | | | | | | | | | $ | [removed: 2,027] [added: 2,456] | | (3) | | | | | |

| EBITDA As Defined | | | $ | [removed: 2,646] [added: 3,395] | | (3) | | | [removed: 48.7] [added: 51.6] | | % | | | | $ | [removed: 2,189] [added: 2,646] | | (3) | | | [removed: 45.6] [added: 48.7] | | % |

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends [added: declared or] paid on participating securities, including dividend equivalent payments of [removed: $86] [added: $38] million and [removed: $73] [added: $86] million for the fiscal years ended September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

(3)Refer to “Non-GAAP Financial Measures” in this discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable [added: U.S.] GAAP financial measure.

- Net Sales. Net organic sales and acquisition [removed: and divestiture] sales and the related dollar and percentage changes for the fiscal years ended September 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were as follows (amounts in millions):

| | | | September 30, [removed: 2022] [added: 2023] | | | | | | September 30, [removed: 2021] [added: 2022] | | | | | | Change | | | | | | | | |

Organic sales represent net sales from existing businesses owned by the Company, excluding sales from [removed: acquisitions and divestitures.][added: acquisitions.]

Refer to Note 2, “Acquisitions and Divestitures,” in the notes to the consolidated financial statements included herein for further information on the Company's recent [removed: acquisition and divestiture] [added: acquisitions] activity.

The increase in organic sales of [removed: $690] [added: $985] million for the fiscal year ended September 30, [removed: 2022] [added: 2023] compared to the fiscal year ended September 30, [removed: 2021] [added: 2022] is primarily related to increases in commercial aftermarket sales [removed: ($478] [added: ($494] million, an increase of [removed: 44.8%) and] [added: 31.4%),] commercial OEM sales [removed: ($221] [added: ($266] million, an increase of [removed: 23.8%); partially offset by a decrease in] [added: 23.1%) and] defense sales [removed: ($52] [added: ($242] million, [removed: a decrease] [added: an increase] of [removed: 2.2%).][added: 10.4%).]

The increase in commercial aftermarket sales is primarily attributable to the continued recovery in commercial air travel [removed: demand, particularly the increase in the utilization of narrow-body aircraft, and air cargo] demand and the resulting higher flight hours [added: and utilization of aircraft] in fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021.][added: 2022.]

Also as further disclosed in Note 2, on November 9, 2023, TransDigm announced that it entered into a definitive agreement to acquire the Electron Device Business of Communications & Power Industries for approximately $1,385 million in cash.

The acquisition is expected to close by the end of TransDigm’s third quarter of fiscal 2024.

Throughout fiscal 2023, we continued to see a rebound in our commercial aerospace end markets from the COVID-19 pandemic and are encouraged by the progression of the commercial aerospace market recovery to date.

The pace of the international recovery has been slower than the domestic recovery and remains below pre-pandemic levels.

However, international RPKs, a metric used to measure air traffic demand, continues to make positive strides as most countries have removed international traveler restrictions and there is pent-up demand for long-haul travel.

Current industry consensus indicates that worldwide RPKs will recover or surpass calendar year 2019 (i.e., pre-pandemic levels) in calendar year 2024.

Therefore, we expect the Company's commercial aerospace end markets to continue progressing into fiscal 2024 barring any significant disruptions or setbacks.

In fiscal 2023, we experienced improved sales in the commercial OEM sector primarily due to increased aircraft production by Boeing and Airbus.

Aircraft production rates continue to lag pre-pandemic levels, mainly due to continued commercial OEM supply chain issues that are slowing the pace of new aircraft manufacturing.

However, airline demand for new aircraft is strong and both Boeing and Airbus have disclosed further planned OEM production rate increases for calendar 2024.

Defense sales rebounded in the second half of fiscal 2023 due to improving U.S. government defense spend outlays (though, in management’s estimation, the current lag between spend authorizations and outlays remains longer than historical average levels).

Recent DOD budgets have trended upwards; however, the ongoing conflicts between Russia and Ukraine and Israel and Hamas and potential impact on reprioritization of U.S. government defense spending and other ancillary impacts of these conflicts causes uncertainty.

In fiscal 2023, the pandemic continued to disrupt the global supply chain and labor markets, though the disruption has gradually improved.

| Earnings per share attributable to TD Group common stockholders: | | | | | | | | | | | | | | | | | | | | | | | |

| Organic sales | | | $ | 6,414 | | | | | $ | 5,429 | | | | | $ | 985 | | | | | 18.1 | | % |

| Acquisition sales | | | 171 | | | | | | — | | | | | | 171 | | | | | | 3.1 | | % |

| Net sales | | | $ | 6,585 | | | | | $ | 5,429 | | | | | $ | 1,156 | | | | | 21.2 | | % |

We believe this measure provides investors with a supplemental understanding of underlying sales trends by providing sales growth on a consistent basis.

The increase in defense sales is primarily attributable to improving U.S. government defense spend outlays (though, in management’s estimation, the current lag between spend authorizations and outlays remains longer than historical average levels but has improved in the second half of fiscal 2023).

The acquisition sales for the fiscal year ended September 30, 2023 are attributable to Calspan, which was acquired in the third quarter of fiscal 2023, and DART Aerospace (“DART”), which was acquired in the third quarter of fiscal 2022.

| Cost of sales - excluding costs below | | | $ | 2,746 | | | | | $ | 2,390 | | | | | $ | 356 | | | | | 14.9 | | % |

The change in cost of sales during the fiscal year ended September 30, 2023 decreased as a percentage of net sales despite increased inflationary pressures.

A favorable sales mix, specifically, higher commercial aftermarket sales as a percentage of net sales compared to commercial OEM and defense net sales also contributed to the gross profit as a percentage of net sales increasing by 1.2 percentage points to 58.3% for the fiscal year ended September 30, 2023 from 57.1% for the fiscal year ended September 30, 2022.

In fiscal 2022, the U.S. dollar strengthened considerably in the fourth quarter resulting in foreign currency gains.

No other material movement in the components to cost of sales were identified.

The decrease in non-cash stock and deferred compensation expense is primarily attributable to fewer modifications to existing stock option grants compared to prior year.

The change in bad debt expense in fiscal 2023 relates to the improving market conditions within commercial aerospace and the resulting reduction in assessed risk associated with the collectability of certain trade accounts receivable.

The increase in amortization expense of $3 million was primarily due to the amortization expense recognized on intangible assets from the third quarter of fiscal 2023 acquisition of Calspan and the third quarter of fiscal 2022 acquisition of DART.

The increase was partially offset by the Cobham Aero Connectivity (“CAC”) acquisition backlog being fully amortized in fiscal 2022.

This was partially offset by a $93 million increase in interest income.

*•*Refinancing Costs. Refinancing costs of $56 million incurred for the fiscal year ended September 30, 2023 were primarily related to third party fees incurred for the refinancing activity completed during the fiscal year ended September 30, 2023 as summarized in Note 12, “Debt,” in the notes to the consolidated financial statements included herein.

Other (income) for the fiscal year ended September 30, 2023 primarily related to a $9 million cash refund received for the Esterline Retirement Plan (the “ERP”) upon the finalizing of the group annuity purchase funding.

The Company’s higher effective tax rate for the fiscal year ended September 30, 2023 was primarily due to an increase in the valuation allowance applicable to the Company's net interest deduction limitation carryforward, partially offset by the impact of excess tax benefits associated with share-based payments.

| Power & Control | | | $ | 3,316 | | | | | 50.3 | | % | | | | $ | 2,873 | | | | | 52.9 | | % | | | | $ | 443 | | | | | 15.4 | | % |

| Airframe | | | 3,094 | | | | | | 47.0 | | % | | | | 2,391 | | | | | | 44.1 | | % | | | | 703 | | | | | | 29.4 | | % |

The increase in defense sales is primarily attributable to slowly improving U.S. government defense spend outlays (though, in management’s estimation, the current lag between spend authorizations and outlays remains longer than historical average levels but has improved in the second half of fiscal 2023).

The increase in commercial aftermarket sales, commercial OEM sales and defense sales for the Airframe segment is attributable to the same factors described in the paragraph above for the Power & Control segment.

Acquisition sales increased by $171 million for the fiscal year ended September 30, 2023 due to the impact of the Calspan and DART acquisitions.

Acquisition sales represent net sales from acquired businesses for the period up to one year subsequent to their respective acquisition date.

| Power & Control | | | $ | 1,866 | | | | | 56.3 | | % | | | | $ | 1,531 | | | | | 53.3 | | % | | | | $ | 335 | | | | | 21.9 | | % |

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

The commercial aerospace industry, in particular, has been significantly disrupted, both domestically and internationally, by the pandemic.

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.

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.

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.

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

Because the duration of the pandemic is unclear, it is difficult to forecast a precise impact on the Company’s future results.

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.

| Earnings per share | | | $ | 13.40 | | | | | | | | | | | $ | 10.41 | | | | | | | |

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

| Acquisition and divestiture sales | | | 74 | | | | | | 133 | | | | | | (59) | | | | | | (1.2) | | % |

| 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.

Acquisition and divestiture sales are excluded from organic sales due to the variability in the nature, timing and extent of acquisitions and divestitures and resulting variable impact on underlying trends.

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.

The decrease in acquisition and divestiture sales for the fiscal year ended September 30, 2022 is primarily attributable to the divestitures of ScioTeq and TREALITY Simulation Visual Systems (“ScioTeq and TREALITY”), Technical Airborne Components (“TAC”), Racal Acoustics (“Racal”) and Avista, Inc. (“Avista”), all of which were completed in fiscal 2021, partially offset by the acquisitions of CAC and DART.

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

| % of net sales | | | 43.9 | | % | | | | 47.5 | | % | | | | | | | | | | | | |

| Inventory acquisition accounting adjustments | | | 3 | | | | | | 6 | | | | | | (3) | | | | | | (50.0) | | % |

| COVID-19 pandemic restructuring costs | | | — | | | | | | 29 | | | | | | (29) | | | | | | (100.0) | | % |

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.

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.

| Acquisition integration costs | | | 7 | | | | | | 10 | | | | | | (3) | | | | | | (30.0) | | % |

| % of net sales | | | 0.1 | | % | | | | 0.2 | | % | | | | | | | | | | | | |

| % of net sales | | | 0.1 | | % | | | | 0.3 | | % | | | | | | | | | | | | |

| COVID-19 pandemic restructuring costs | | | — | | | | | | 11 | | | | | | (11) | | | | | | (100.0) | | % |

| % of net sales | | | 13.8 | | % | | | | 14.3 | | % | | | | | | | | | | | | |

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.

At September 30, [removed: 2022,] [added: 2023,] we had borrowings under our Term Loans Facility, which consists of [removed: three] [added: two] tranches of term [removed: loans,] [added: loans] of approximately [removed: $7,298] [added: $6,249 million, as well as $350] million [added: from the Securitization Facility,] that [removed: were] [added: are] subject to interest rate [removed: risk.][added: risk, particularly movements in Term SOFR.]

Borrowings under our term loans bear interest, at our option, at a rate equal to either an alternate base rate or an adjusted [removed: LIBOR] [added: Term SOFR] for a one-, [removed: two-,] three- or six-month [removed: (or] [added: thereafter (in each case, subject] to the [removed: extent available to each lender, nine- or twelve-month)] [added: availability thereof),] interest period chosen by us, in each case, plus an applicable margin percentage.

Interest rate [removed: swaps and] [added: swaps,] caps [added: and collars] used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note 21, “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.

As of September 30, [removed: 2022,] [added: 2023,] approximately [removed: 85%] [added: 90%] of our [removed: total] [added: gross] debt was fixed rate.

The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our [removed: term loans] [added: Term Loans Facility and Securitization Facility] by approximately [removed: $74] [added: $44] million based on the amount of outstanding borrowings at September 30, [removed: 2022.][added: 2023.]

The weighted average interest rate on the [removed: $7,298] [added: $6,249] million of [removed: borrowings under our Term Loans Facility] [added: term loans and the $350 million drawn] on [added: the Securitization Facility at] September 30, [removed: 2022] [added: 2023] was 6.3%.

For information about the fair value of the aggregate principal amount of borrowings under our term loans and the fair value of the [removed: Notes,] [added: senior secured and subordinated notes,] refer to Note 20, “Fair Value Measurements,” in the notes to the consolidated financial statements included herein.

A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, [removed: 2022.][added: 2023.]

The information required by this Item is contained on pages [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_103)[1](#ie56ee4edf4d443fba24ba21abd4b67fd_103)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_103)[1](#if2cd8f0dbdf24c3984207d8df292fec7_103)] through [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_217)[45](#ie56ee4edf4d443fba24ba21abd4b67fd_217)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_211)[45](#if2cd8f0dbdf24c3984207d8df292fec7_211)] of this Report.

Our Securitization Facility bears interest at a rate of three-month Term SOFR plus 1.60%.

Our main exposure to market risk relates to interest rates.

Our financial instruments that are subject to interest rate risk is principally our variable rate debt.

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.

In February 2020, in connection with Amendment No. 7 to the Credit Agreement, we amended our Credit Agreement to include a provision for the determination of an alternative reference interest rate.

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.

Once the alternative interest rate has replaced LIBOR, our future interest expense could be impacted.

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

Strengthening of the U.S. dollar relative to other currencies may adversely affect our operating results.

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.

We estimate that approximately 90% of our net sales for fiscal year [removed: 2022] [added: 2023] were generated by proprietary products.

We estimate that approximately [removed: 55%] [added: 56%] of our net sales in fiscal year [removed: 2022] [added: 2023] were generated from the aftermarket, the vast majority of which come from the commercial and military aftermarkets.

[removed: Pre-pandemic, and as our business continues to recover from the COVID-19 pandemic, we] [added: 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.

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

Major product offerings include [removed: mechanical/electro-mechanical] [added: mechanical/electromechanical] actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, specialized AC/DC electric motors and generators, batteries and chargers, databus and power controls, advanced sensor products, switches and relay panels, high performance hoists, winches and lifting devices, and cargo loading, handling and delivery systems.

Major product offerings include engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, cockpit security components and systems, specialized and advanced cockpit displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety restraints, engineered and customized interior surfaces and related components, thermal protection and insulation, lighting and control [removed: technology] [added: technology, parachutes] and [removed: parachutes.][added: specialized flight, wind tunnel and jet engine testing services and equipment.]

Major product offerings include seat belts and safety restraints for ground transportation applications, [removed: mechanical/electro-mechanical] [added: mechanical/electromechanical] actuators and controls for space applications, hydraulic/electromechanical actuators and fuel valves for land-based gas turbines, and refueling systems for heavy equipment used in mining, construction and other industries and turbine controls for the energy and oil and gas markets.

COVID-19 restructuring costs represented actions primarily taken by the Company in fiscal 2021 and 2020 [added: only,] to reduce its workforce to align with customer demand, as well as incremental costs related to the pandemic that [removed: are] [added: were] not expected to recur once the pandemic [removed: has] subsided and [removed: are] [added: were] 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, [removed: Inc.,] [added: Inc. and] Satair A/S (a subsidiary of Airbus S.A.S.) [removed: and AAR Corp.,] among others, are our major distributors.

The aggregate of engineering expense and research and development expense represents approximately [removed: 10%] [added: 9%] of our operating units’ aggregate costs, or approximately [removed: 5%] [added: 4%] of our consolidated net sales for fiscal year [removed: 2022.][added: 2023.]

We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which accounted for approximately [removed: 29%] [added: 32%] of our net sales for fiscal year [removed: 2022;] [added: 2023;] the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which accounted for approximately [removed: 21%] [added: 22%] of our net sales for fiscal year [removed: 2022;] [added: 2023;] and the defense market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments), which accounted for approximately [removed: 43%] [added: 39%] of our net sales for fiscal year [removed: 2022.][added: 2023.]

Non-aerospace net sales comprised approximately 7% of our net sales for fiscal year [removed: 2022.][added: 2023.]

[removed: As a result of] [added: The commercial aerospace industry was significantly disrupted by] the COVID-19 pandemic and its adverse impact on air travel [removed: worldwide, the commercial aerospace industry has been significantly disrupted.][added: worldwide.]

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

This [removed: has] led to the defense market comprising a greater percentage of our net sales in fiscal years [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] compared to pre-pandemic historical levels.

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

We began to see this expected trend in fiscal [removed: 2022,] [added: 2022 and this trend has continued in fiscal 2023,] as defense sales represented [removed: 43%] [added: 39%] of net sales compared to [added: 43% of net sales in fiscal 2022 and] 50% of net sales in fiscal 2021.

Our top ten customers for fiscal year [removed: 2022] [added: 2023] accounted for approximately 41% of our net sales.

None of our customers individually accounted for greater than 10% of our net sales for fiscal year [removed: 2022.][added: 2023.]

The demand for our commercial aftermarket parts and services depends on, among other things, the breadth of our installed OEM base, revenue passenger [removed: miles (“RPMs”),] [added: kilometers (“RPKs”),] the size and age of the worldwide aircraft fleet, the percentage of the worldwide fleet that is in warranty, and airline profitability.

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

The key market factors in the commercial aftermarket include [removed: worldwide RPMs] [added: RPKs] and the size and activity level of the worldwide fleet of aircraft and the percentage of the fleet that is in warranty.

Commercial air travel in domestic markets [removed: continued] [added: continues] to lead the air traffic recovery [removed: in fiscal 2022] with [removed: certain] [added: most] domestic markets [removed: nearing] [added: nearing, achieving or surpassing] pre-pandemic air traffic levels.

As a result, and consistent with prior years, our fiscal [removed: 2023] [added: 2024] shipments will be a function of, among other things, the estimated [removed: 2023 and] 2024 [added: and 2025] commercial aircraft production rates.

The commercial OEM market [removed: is now showing signs of] recovery [added: is progressing] with airlines returning to the commercial OEMs to place orders; however, the [added: continuation of] commercial OEM supply chain challenges impacting [added: manufacturers such as] Boeing and Airbus are slowing the pace of new aircraft manufacturing.

Both Boeing and Airbus have disclosed further planned OEM production rate increases for calendar [removed: 2023.][added: 2024.]

Our businesses continually seek to provide [added: innovative] solutions for our customers and others in the commercial aerospace [removed: industry.][added: and defense industries.]

Our current initiatives include creating new products that are more environmentally friendly, [removed: 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 [removed: products.][added: products and air shields to better cabin air quality.]

Our military business fluctuates from year-to-year, and is dependent, to a degree, on government budget constraints, the timing of orders, macro and micro dynamics with respect to the U.S. Department of Defense (“DOD”) procurement policy and the extent of global [removed: conflicts.][added: conflicts, such as the existing conflicts between Russia and Ukraine and Israel and Hamas.]

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

[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, though not materially, and] could [added: continue to] be adversely affected [removed: if we are unable] [added: in fiscal 2024 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.

Compliance with federal, state, local and foreign environmental laws during fiscal [removed: 2022] [added: 2023] had no material impact on our capital [removed: expenditures or] [added: expenditures,] results of [removed: operations.][added: operations or cash flows.]

As of September 30, [removed: 2022,] [added: 2023,] we had approximately [removed: 14,400] [added: 15,500] full-time, part-time and temporary employees.

Approximately [removed: 17%] [added: 18%] of our full-time and part-time employees are represented by labor unions.

Collective bargaining agreements between us and these labor unions expire at various dates up to September [removed: 2026.][added: 2027.]

We know that the tone is set from the top, and our commitment to [removed: diversity] [added: diversity, equity] and inclusion must be reflected within our leadership team as well as our Board of Directors.

[added: Beginning in fiscal 2022,] TransDigm implemented unconscious bias training for our Board of Directors and [removed: management in fiscal 2022.][added: management.]

[removed: Approximately 35% of total] [added: Total] past and present MDP participants are [added: approximately 39%] gender [removed: and] [added: or] racially diverse, and we [removed: are working] [added: continuously work] to [removed: further improve that percentage in] [added: enhance] the [removed: future.][added: diversity of the program.]

[removed: Diversity] [added: Diversity, equity] and inclusion make us stronger as a business so we can effectively serve all our stakeholders.

Throughout fiscal 2023, we continued to see a rebound in our commercial aerospace end markets from the COVID-19 pandemic and are encouraged by the progression of the commercial aerospace market recovery to date.

The pace of the international recovery has been slower than the domestic recovery and remains below pre-pandemic levels.

However, RPKs, which is a key metric used to measure air traffic demand, continues to make positive strides as most countries have removed international traveler restrictions and there is pent-up demand for long-haul travel.

Current industry consensus indicates that worldwide RPKs will recover and surpass the calendar year 2019 (i.e., pre-pandemic levels) in calendar year 2024.

Therefore, we expect the Company's commercial aerospace end markets to continue progressing into fiscal 2024 barring any significant disruptions or setbacks.

In fiscal 2023, we experienced improved sales in the commercial OEM sector primarily due to increased production by Boeing and Airbus.

We strive to create new products that ensure the safety of our customer’s endeavors on the land, sea and space.

Other Considerations

In fiscal 2023, the global supply chain continued to be disrupted by the pandemic, though the disruption has gradually improved.

The disruption has resulted in delays in the availability of certain raw materials and increased raw material costs, among other costs such as labor.

Approximately 44% of the most recent MDP participant group is gender and racially diverse, which is almost double that of the program’s inaugural class in 2019.

The commercial aerospace industry, including the aftermarket and OEM markets, is impacted by the health of the global economy and geopolitical events around the world.

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

The commercial aerospace industry experienced a steep decline in RPMs beginning in the second half of our fiscal 2020 due to the COVID-19 pandemic’s impact on worldwide air travel demand.

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

Also, as a result of the pandemic and decreased demand in commercial air travel, the commercial OEM sector 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”).

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.

The defense aerospace market is dependent on government budget constraints, the timing of orders, political pressures and the extent of global conflicts.

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

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.

As a result of the COVID-19 pandemic and the stringent measures implemented to help control the pandemic, demand for air travel declined at a rapid pace and led to a significant reduction in flights.

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.

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.

Current industry consensus indicates that worldwide RPMs will continue to recover in 2023.

Overall, the timing and pace of the commercial aftermarket recovery remains uncertain and continues to evolve.

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.

We have been experiencing depressed net sales across the commercial OEM sector primarily due to the lower than pre-pandemic production rates at Boeing and Airbus, although production rates slowly began to improve in fiscal 2022.

We expect demand for our commercial OEM products to continue to be reduced in the short-term.

The pace of the recovery of the commercial OEM market remains uncertain and continues to evolve.

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

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.

Throughout the COVID-19 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.

[removed: SEC] [added: The Securities and Exchange Commission (“SEC”)] regulations require us to disclose certain information about environmental proceedings when a governmental authority is a party to the proceedings if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold.

For the fiscal year ended September 30, [removed: 2022][added: 2023]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of [removed: April 1, 2022,] [added: March 31, 2023,] based upon the last sale price of such voting and non-voting common stock on that date, was [removed: $36,817,194,154.][added: $39,444,381,187.]

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was [removed: 54,374,596] [added: 55,314,104] as of October 31, [removed: 2022.][added: 2023.]

Documents incorporated by reference: Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2023] [added: 2024] Annual Meeting of Shareholders expected to be held on March [removed: 9, 2023] [added: 7, 2024] are incorporated by reference into Part III of this Annual Report on Form 10-K.

| [ITEM [removed: 1](#ie56ee4edf4d443fba24ba21abd4b67fd_16)] [added: 1](#if2cd8f0dbdf24c3984207d8df292fec7_16)] | | | [removed: [BUSINESS](#ie56ee4edf4d443fba24ba21abd4b67fd_16)] [added: [BUSINESS](#if2cd8f0dbdf24c3984207d8df292fec7_16)] | | | [removed: [1](#ie56ee4edf4d443fba24ba21abd4b67fd_16)] [added: [1](#if2cd8f0dbdf24c3984207d8df292fec7_16)] | | |

| [ITEM [removed: 1A](#ie56ee4edf4d443fba24ba21abd4b67fd_19)] [added: 1A](#if2cd8f0dbdf24c3984207d8df292fec7_19)] | | | [RISK [removed: FACTORS](#ie56ee4edf4d443fba24ba21abd4b67fd_19)] [added: FACTORS](#if2cd8f0dbdf24c3984207d8df292fec7_19)] | | | [removed: [9](#ie56ee4edf4d443fba24ba21abd4b67fd_19)] [added: [9](#if2cd8f0dbdf24c3984207d8df292fec7_19)] | | |

| [ITEM [removed: 1B](#ie56ee4edf4d443fba24ba21abd4b67fd_22)] [added: 1B](#if2cd8f0dbdf24c3984207d8df292fec7_22)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#ie56ee4edf4d443fba24ba21abd4b67fd_22)] [added: COMMENTS](#if2cd8f0dbdf24c3984207d8df292fec7_22)] | | | [removed: [18](#ie56ee4edf4d443fba24ba21abd4b67fd_22)] [added: [18](#if2cd8f0dbdf24c3984207d8df292fec7_22)] | | |

| [ITEM [removed: 2](#ie56ee4edf4d443fba24ba21abd4b67fd_25)] [added: 2](#if2cd8f0dbdf24c3984207d8df292fec7_25)] | | | [removed: [PROPERTIES](#ie56ee4edf4d443fba24ba21abd4b67fd_25)] [added: [PROPERTIES](#if2cd8f0dbdf24c3984207d8df292fec7_25)] | | | [removed: [19](#ie56ee4edf4d443fba24ba21abd4b67fd_25)] [added: [19](#if2cd8f0dbdf24c3984207d8df292fec7_25)] | | |

| [ITEM [removed: 3](#ie56ee4edf4d443fba24ba21abd4b67fd_28)] [added: 3](#if2cd8f0dbdf24c3984207d8df292fec7_28)] | | | [LEGAL [removed: PROCEEDINGS](#ie56ee4edf4d443fba24ba21abd4b67fd_28)] [added: PROCEEDINGS](#if2cd8f0dbdf24c3984207d8df292fec7_28)] | | | [removed: [21](#ie56ee4edf4d443fba24ba21abd4b67fd_28)] [added: [21](#if2cd8f0dbdf24c3984207d8df292fec7_28)] | | |

| [ITEM [removed: 5](#ie56ee4edf4d443fba24ba21abd4b67fd_34)] [added: 5](#if2cd8f0dbdf24c3984207d8df292fec7_34)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ie56ee4edf4d443fba24ba21abd4b67fd_34)] [added: SECURITIES](#if2cd8f0dbdf24c3984207d8df292fec7_34)] | | | [removed: [21](#ie56ee4edf4d443fba24ba21abd4b67fd_34)] [added: [21](#if2cd8f0dbdf24c3984207d8df292fec7_34)] | | |

| [ITEM [removed: 7](#ie56ee4edf4d443fba24ba21abd4b67fd_40)] [added: 7](#if2cd8f0dbdf24c3984207d8df292fec7_40)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ie56ee4edf4d443fba24ba21abd4b67fd_40)] [added: OPERATIONS](#if2cd8f0dbdf24c3984207d8df292fec7_40)] | | | [removed: [23](#ie56ee4edf4d443fba24ba21abd4b67fd_40)] [added: [23](#if2cd8f0dbdf24c3984207d8df292fec7_40)] | | |

| [ITEM [removed: 7A](#ie56ee4edf4d443fba24ba21abd4b67fd_55)] [added: 7A](#if2cd8f0dbdf24c3984207d8df292fec7_55)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ie56ee4edf4d443fba24ba21abd4b67fd_55)] [added: RISK](#if2cd8f0dbdf24c3984207d8df292fec7_55)] | | | [removed: [43](#ie56ee4edf4d443fba24ba21abd4b67fd_55)] [added: [43](#if2cd8f0dbdf24c3984207d8df292fec7_55)] | | |

| [ITEM [removed: 8](#ie56ee4edf4d443fba24ba21abd4b67fd_58)] [added: 8](#if2cd8f0dbdf24c3984207d8df292fec7_58)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ie56ee4edf4d443fba24ba21abd4b67fd_58)] [added: DATA](#if2cd8f0dbdf24c3984207d8df292fec7_58)] | | | [removed: [43](#ie56ee4edf4d443fba24ba21abd4b67fd_58)] [added: [43](#if2cd8f0dbdf24c3984207d8df292fec7_58)] | | |

| [ITEM [removed: 9](#ie56ee4edf4d443fba24ba21abd4b67fd_61)] [added: 9](#if2cd8f0dbdf24c3984207d8df292fec7_61)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ie56ee4edf4d443fba24ba21abd4b67fd_61)] [added: DISCLOSURE](#if2cd8f0dbdf24c3984207d8df292fec7_61)] | | | [removed: [44](#ie56ee4edf4d443fba24ba21abd4b67fd_61)] [added: [43](#if2cd8f0dbdf24c3984207d8df292fec7_61)] | | |

| [ITEM [removed: 9A](#ie56ee4edf4d443fba24ba21abd4b67fd_64)] [added: 9A](#if2cd8f0dbdf24c3984207d8df292fec7_64)] | | | [CONTROLS AND [removed: PROCEDURES](#ie56ee4edf4d443fba24ba21abd4b67fd_64)] [added: PROCEDURES](#if2cd8f0dbdf24c3984207d8df292fec7_64)] | | | [removed: [45](#ie56ee4edf4d443fba24ba21abd4b67fd_64)] [added: [44](#if2cd8f0dbdf24c3984207d8df292fec7_64)] | | |

| [ITEM [removed: 9B](#ie56ee4edf4d443fba24ba21abd4b67fd_70)] [added: 9B](#if2cd8f0dbdf24c3984207d8df292fec7_70)] | | | [OTHER [removed: INFORMATION](#ie56ee4edf4d443fba24ba21abd4b67fd_70)] [added: INFORMATION](#if2cd8f0dbdf24c3984207d8df292fec7_70)] | | | [removed: [47](#ie56ee4edf4d443fba24ba21abd4b67fd_70)] [added: [46](#if2cd8f0dbdf24c3984207d8df292fec7_70)] | | |

| [ITEM [removed: 10](#ie56ee4edf4d443fba24ba21abd4b67fd_76)] [added: 10](#if2cd8f0dbdf24c3984207d8df292fec7_76)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ie56ee4edf4d443fba24ba21abd4b67fd_76)] [added: GOVERNANCE](#if2cd8f0dbdf24c3984207d8df292fec7_76)] | | | [removed: [47](#ie56ee4edf4d443fba24ba21abd4b67fd_76)] [added: [46](#if2cd8f0dbdf24c3984207d8df292fec7_76)] | | |

| [ITEM [removed: 11](#ie56ee4edf4d443fba24ba21abd4b67fd_79)] [added: 11](#if2cd8f0dbdf24c3984207d8df292fec7_79)] | | | [EXECUTIVE [removed: COMPENSATION](#ie56ee4edf4d443fba24ba21abd4b67fd_79)] [added: COMPENSATION](#if2cd8f0dbdf24c3984207d8df292fec7_79)] | | | [removed: [48](#ie56ee4edf4d443fba24ba21abd4b67fd_79)] [added: [47](#if2cd8f0dbdf24c3984207d8df292fec7_79)] | | |

| [ITEM [removed: 12](#ie56ee4edf4d443fba24ba21abd4b67fd_82)] [added: 12](#if2cd8f0dbdf24c3984207d8df292fec7_82)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ie56ee4edf4d443fba24ba21abd4b67fd_82)] [added: MATTERS](#if2cd8f0dbdf24c3984207d8df292fec7_82)] | | | [removed: [48](#ie56ee4edf4d443fba24ba21abd4b67fd_82)] [added: [47](#if2cd8f0dbdf24c3984207d8df292fec7_82)] | | |

| [ITEM [removed: 13](#ie56ee4edf4d443fba24ba21abd4b67fd_85)] [added: 13](#if2cd8f0dbdf24c3984207d8df292fec7_85)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ie56ee4edf4d443fba24ba21abd4b67fd_85)] [added: INDEPENDENCE](#if2cd8f0dbdf24c3984207d8df292fec7_85)] | | | [removed: [48](#ie56ee4edf4d443fba24ba21abd4b67fd_85)] [added: [47](#if2cd8f0dbdf24c3984207d8df292fec7_85)] | | |

| [ITEM [removed: 14](#ie56ee4edf4d443fba24ba21abd4b67fd_88)] [added: 14](#if2cd8f0dbdf24c3984207d8df292fec7_88)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#ie56ee4edf4d443fba24ba21abd4b67fd_88)] [added: SERVICES](#if2cd8f0dbdf24c3984207d8df292fec7_88)] | | | [removed: [48](#ie56ee4edf4d443fba24ba21abd4b67fd_88)] [added: [47](#if2cd8f0dbdf24c3984207d8df292fec7_88)] | | |

| [ITEM [removed: 15](#ie56ee4edf4d443fba24ba21abd4b67fd_94)] [added: 15](#if2cd8f0dbdf24c3984207d8df292fec7_94)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#ie56ee4edf4d443fba24ba21abd4b67fd_94)] [added: SCHEDULES](#if2cd8f0dbdf24c3984207d8df292fec7_94)] | | | [removed: [49](#ie56ee4edf4d443fba24ba21abd4b67fd_94)] [added: [48](#if2cd8f0dbdf24c3984207d8df292fec7_94)] | | |

| | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ie56ee4edf4d443fba24ba21abd4b67fd_100)] [added: DATA](#if2cd8f0dbdf24c3984207d8df292fec7_100)] | | | [removed: [78](#ie56ee4edf4d443fba24ba21abd4b67fd_100)] [added: [79](#if2cd8f0dbdf24c3984207d8df292fec7_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 [removed: 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: supply chain constraints; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; our indebtedness;] current and future geopolitical or other worldwide [removed: events;] [added: events, including, without limitation, wars or conflicts and public health crises;] cybersecurity [removed: threats] [added: threats; risks related to the transition or physical impacts of climate change] and [added: other] natural [removed: disasters;] [added: disasters or meeting sustainability-related voluntary goals or regulatory requirements;] our reliance on certain customers; the United States (“U.S.”) defense budget and risks associated with being a government supplier including government audits and investigations; failure to maintain government or industry approvals; [removed: failure] [added: risks related] to [removed: complete or successfully integrate acquisitions; our indebtedness;] [added: changes in laws and regulations, including increases in compliance costs;] potential environmental liabilities; liabilities arising in connection with litigation; [removed: 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: 2022”] [added: 2023”] or “fiscal [removed: 2022”] [added: 2023”] means the period from October 1, [removed: 2021] [added: 2022] to September 30, [removed: 2022.][added: 2023.]

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | ☐ | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | ☐ | | |

| [ITEM 6](#if2cd8f0dbdf24c3984207d8df292fec7_37) | | | [\[RESERVED\]](#if2cd8f0dbdf24c3984207d8df292fec7_37) | | | [22](#if2cd8f0dbdf24c3984207d8df292fec7_37) | | |

| [ITEM 6](#ie56ee4edf4d443fba24ba21abd4b67fd_37) | | | [\[R](#ie56ee4edf4d443fba24ba21abd4b67fd_37)[ESERVED](#ie56ee4edf4d443fba24ba21abd4b67fd_37)[\]](#ie56ee4edf4d443fba24ba21abd4b67fd_37) | | | [22](#ie56ee4edf4d443fba24ba21abd4b67fd_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: 2022] [added: 2023] are as follows:

| [removed: Bohemia,] [added: Bohemia] NY (1) | | | | | | Power & Control | | | | | | 124,000 | | |

| Llangeinor, United Kingdom | | | | | | Airframe | | | | | | [removed: 110,000] [added: 112,300] | | |

| [removed: Hawkesbury,] [added: Ontario,] Canada | | | | | | Airframe | | | | | | 50,000 | | |

(1)Subject to mortgage liens under our senior secured credit facility, our 6.25% secured notes due March 15, 2026 (“2026 Secured [added: Notes”), our 6.75% secured notes due August 15, 2028 (“2028 Secured] Notes”) and our [removed: 8.00%] [added: 6.875%] secured notes due December 15, [removed: 2025 (“2025] [added: 2030 (“2030] 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: 2022] [added: 2023] are as follows:

| Anaheim, CA | | | | | | Airframe | | | | | | [removed: 138,900] [added: 39,000] | | |

| Miesbach, Germany | | | | | | Power & Control | | | | | | [removed: 80,800] [added: 85,600] | | |

| Kunshan, China | | | | | | Non-aviation | | | | | | [removed: 75,300] [added: 86,100] | | |

| Matamoros, Mexico | | | | | | Power & Control | | | | | | [removed: 60,500] [added: 69,200] | | |

| Portland, [removed: Oregon] [added: OR] | | | | | | Airframe | | | | | | 50,000 | | |

| Zunyi, China | | | | | | Power & Control | | | | | | [removed: 43,000] [added: 45,600] | | |

| [removed: Fort Collins, CO] [added: Plymouth, MN] | | | | | | Airframe | | | | | | [removed: 40,000] [added: 25,000] | | |

| Cheektowaga, NY | | | | | | Airframe | | | | | | 656,200 | | |

| Newport News, VA | | | | | | Airframe | | | | | | 93,000 | | |

| Niagara Falls, NY | | | | | | Airframe | | | | | | 82,500 | | |

| Carson City, NV | | | | | | Airframe | | | | | | 90,100 | | |

| St. Paul, MN | | | | | | Airframe | | | | | | 66,600 | | |

| Niagara Falls, NY | | | | | | Airframe | | | | | | 24,200 | | |

| Cleveland, OH | | | | | | Corporate | | | | | | 20,100 | | |

As of October [removed: 18, 2022,] [added: 12, 2023,] there were [removed: 36] [added: 34] stockholders of record of our common stock and approximately [removed: 251,000] [added: 434,000] beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers.

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

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: 2017,] [added: 2018,] and its relative performance is tracked through September 30, [removed: 2022.][added: 2023.]

[removed: ][added: ]

*$100 invested on [removed: 9/30/2017] [added: 9/30/2018] in stock or index, including reinvestment of dividends.

Copyright [removed: 2022] [added: 2023] Standard & Poor’s, a division of S&P Global.

| | | | [removed: 9/30/2017] [added: 9/30/2018] | | | | | | [removed: 9/30/2018] [added: 9/30/2019] | | | | | | [removed: 9/30/2019] [added: 9/30/2020] | | | | | | [removed: 9/30/2020] [added: 9/30/2021] | | | | | | [removed: 9/30/2021] [added: 9/30/2022] | | | | | | [removed: 9/30/2022] [added: 9/30/2023] | | |

On January 27, 2022, the Board of Directors of the Company authorized a new stock repurchase program to permit repurchases of its outstanding common stock not to exceed $2,200 million in the aggregate (the “$2,200 million stock repurchase program”), replacing the $650 million stock repurchase program previously authorized by the Board on November 8, 2017, subject to any restrictions specified in the [added: Second Amended and Restated] Credit Agreement [removed: and/or Indentures] [added: dated as of June 4, 2014 (the “Credit Agreement”) and indentures] governing the Company's existing Notes.

No repurchases were made under the program during [removed: the fourth quarter of] fiscal [removed: 2022.][added: 2023.]

During [removed: 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.

As of September 30, [removed: 2022,] [added: 2023,] $1,288 million remains available for repurchase under the $2,200 million stock repurchase program.

On November 9, 2023, the Company announced that TD Group's Board of Directors authorized and declared a special cash dividend of $35.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.

The record date and payment date for the special dividend is November 20, 2023 and November 27, 2023, respectively.

The total estimated cash payment, to be funded by existing cash on hand, related to the special dividend and dividend equivalent payments in the first quarter of fiscal 2024 is approximately $2,020 million.

| TransDigm Group Inc. | | | 100.00 | | | | | | 147.98 | | | | | | 142.82 | | | | | | 187.74 | | | | | | 162.21 | | | | | | 260.59 | | |

| S&P 500 Index | | | 100.00 | | | | | | 104.25 | | | | | | 120.05 | | | | | | 156.07 | | | | | | 131.92 | | | | | | 160.44 | | |

| S&P Aerospace & Defense Select Index | | | 100.00 | | | | | | 108.68 | | | | | | 89.79 | | | | | | 124.17 | | | | | | 96.14 | | | | | | 118.54 | | |

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

| 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 | | |

As of September 30, [removed: 2022,] [added: 2023,] 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 [removed: 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 [removed: 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 [removed: Executive Vice President and] Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) [added: (“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: 2022.][added: 2023.]

Based on our assessment, management concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2022.][added: 2023.]

During the third quarter of fiscal [removed: 2022,] [added: 2023,] the Company completed the acquisition of [removed: DART.][added: Calspan.]

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: 2022.][added: 2023.]

The acquisition constituted approximately [removed: 2%] [added: 4%] of the Company's total assets (inclusive of acquired intangible assets) as of September 30, [removed: 2022] [added: 2023] and approximately [removed: 1%] [added: 2%] and [removed: 0%] [added: 1%] of the Company's net sales and income from continuing operations before income taxes, respectively, for the fiscal year ended September 30, [removed: 2022.][added: 2023.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of

We have audited TransDigm Group Incorporated’s internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).

In our opinion, TransDigm Group Incorporated (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on the COSO 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: DART Aerospace (“DART”),] [added: Calspan Corporation (“Calspan”),] which is included in the [removed: 2022] [added: 2023] consolidated financial statements of the Company and constituted [removed: 2%] [added: 4%] of total assets as of September 30, [removed: 2022] [added: 2023] and [removed: 1%] [added: 2%] and [removed: 0%] [added: 1%] of net sales and income from continuing operations before income taxes, respectively, for the 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: DART.][added: Calspan.]

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three fiscal years in the period ended September 30, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated November [removed: 10, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

November 9, 2023

November 10, 2022

None of the Company’s directors or officers adopted, modified or terminated at Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2023.

None.

| Kevin Stein | | | | | | [removed: 56] [added: 57] | | | | | | President, Chief Executive Officer and Director | | |

| Jorge L. Valladares III | | | | | | [removed: 48] [added: 49] | | | | | | [removed: Chief] [added: Co-Chief] Operating Officer [added: (through September 30, 2023) and Director] | | |

| Michael Lisman | | | | | | [removed: 40] [added: 41] | | | | | | [removed: Executive Vice President and Chief Financial] [added: Co-Chief Operating] Officer | | |

| Sarah Wynne | | | | | | [removed: 48] [added: 49] | | | | | | Chief [removed: Accounting] [added: Financial] Officer | | |

| [removed: Halle Martin] [added: Jessica L. Warren] | | | | | | [removed: 54] [added: 41] | | | | | | General Counsel, Chief Compliance Officer [removed: &] [added: and] Secretary | | |

Mr. [removed: Valladares] [added: Lisman] was appointed [removed: Chief] [added: Co-Chief] Operating Officer in [removed: April 2019.][added: May 2023.]

Prior to that, Mr. Valladares served as Chief Operating [removed: Officer — Power] [added: Officer—Power] & Control from June 2018 to March 2019, Executive Vice President from October 2013 to May 2018, as President of AvtechTyee, Inc. (formerly Avtech Corporation), a wholly-owned subsidiary of TransDigm Inc., from August 2009 to September 2013, and as President of AdelWiggins Group, a division of TransDigm Inc., from April 2008 to July 2009.

[added: Prior to that,] Mr. Lisman [removed: was appointed] [added: served as] Chief Financial Officer [removed: in] [added: from] July 2018 [added: to May 2023] and Executive Vice President [removed: in] [added: from] January [removed: 2022.][added: 2022 to May 2023.]

[removed: Prior to that,] Mr. Lisman [added: also] served as Vice President—Mergers and Acquisitions from January 2018 through June 2018, Business Unit Manager for the Air & Fuel Valves business unit at Aero Fluid Products, a wholly-owned subsidiary of TransDigm Inc., from January 2017 to January 2018 and Director of Mergers and Acquisitions of TransDigm from November 2015 to January 2017.

Ms. Wynne was appointed Chief [removed: Accounting] [added: Financial] Officer in [removed: November 2018.][added: May 2023.]

[removed: Prior to that,] Ms. Wynne [added: also] 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 within the Company.

Ms. [removed: Martin] [added: Warren] was appointed General [removed: Counsel and] [added: Counsel,] Chief Compliance Officer [removed: in March 2012] and Secretary in [removed: May 2015.][added: February 2023.]

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 president, chief executive officer and director, [removed: chief] [added: co-chief] operating [removed: officer, executive vice president and] [added: officers,] chief financial officer, [removed: chief accounting officer,] treasurer, vice president of finance, director of internal audit, general counsel, operating unit presidents and operating unit vice presidents of finance).

| Joel Reiss | | | | | | 53 | | | | | | Co-Chief Operating Officer | | |

Mr. Valladares was appointed to Board of Directors in May 2023 and served as Chief Operating Officer from April 2019 until his retirement, effective October 1, 2023.

Mr. Reiss was appointed Co-Chief Operating Officer in May 2023.

Prior to that, Mr. Reiss served as Executive Vice President from October 2015 to May 2023.

Mr. Reiss also served as President of Hartwell Corporation, a wholly-owned subsidiary of TransDigm Inc., from July 2012 to October 2015; President of Skurka Aerospace, a wholly-owned subsidiary of TransDigm Inc., from July 2010 to July 2012; and Director of Operations of Adams Rite Aerospace, a wholly-owned subsidiary of TransDigm Inc., from July 2000 to July 2010.

Prior to that, Ms. Wynne served as Chief Accounting Officer from November 2018 to May 2023.

Prior to that, Ms. Warren served as Associate General Counsel of the Company from December 2018 to February 2023.

Prior to joining TransDigm as Associate General Counsel, Ms. Warren maintained a private legal practice focusing on providing services to technology-driven businesses, including providing counsel to TransDigm on disputes, environmental matters, intellectual property and a variety of other matters.

Ms. Warren also served as General Counsel of Thogus Products Company from October 2014 to July 2016.

Prior to that, Ms. Martin was a partner at BakerHostetler LLP.

(1)Includes information related to the 2006 stock incentive [added: plan, the 2014 stock option] plan and the [removed: 2014] [added: 2019] stock option plan.

(2)This amount represents [removed: 1,082,985] [added: 450,192, 4,246,321] and [removed: 4,302,706] [added: 223,945] shares subject to outstanding stock options under our 2006 stock incentive [added: plan, 2014 stock option] plan and [removed: 2014] [added: 2019] stock option plan, respectively.

| Equity compensation plans approved by security holders (1) | | | | | | 4,920,458 | | | (2) | | | $ | 430.25 | | | | | 3,866,336 | | | (3) | | |

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

No grants have been made under TD Group’s 2019 stock option plan as of September 30, 2022.

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#ie56ee4edf4d443fba24ba21abd4b67fd_103)] [added: F-[1](#if2cd8f0dbdf24c3984207d8df292fec7_103)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[3](#ie56ee4edf4d443fba24ba21abd4b67fd_106)] [added: F-[3](#if2cd8f0dbdf24c3984207d8df292fec7_106)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[4](#ie56ee4edf4d443fba24ba21abd4b67fd_112)] [added: F-[4](#if2cd8f0dbdf24c3984207d8df292fec7_112)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[5](#ie56ee4edf4d443fba24ba21abd4b67fd_115)] [added: F-[5](#if2cd8f0dbdf24c3984207d8df292fec7_115)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[6](#ie56ee4edf4d443fba24ba21abd4b67fd_118)] [added: F-[6](#if2cd8f0dbdf24c3984207d8df292fec7_118)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[7](#ie56ee4edf4d443fba24ba21abd4b67fd_121)] [added: F-[7](#if2cd8f0dbdf24c3984207d8df292fec7_121)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_124)[8](#ie56ee4edf4d443fba24ba21abd4b67fd_124)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_124)[8](#if2cd8f0dbdf24c3984207d8df292fec7_124)] to [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_214)[44](#ie56ee4edf4d443fba24ba21abd4b67fd_214)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_205)[44](#if2cd8f0dbdf24c3984207d8df292fec7_205)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_217)[45](#ie56ee4edf4d443fba24ba21abd4b67fd_217)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_211)[45](#if2cd8f0dbdf24c3984207d8df292fec7_211)] | | |

| [removed: [3.6](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)[14](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)] | | | | | | Certificate of Incorporation, filed July 10, 2009, of Acme Aerospace, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 5, 2009 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm) | | |

| [removed: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm)[1](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm)] | | | | | | By-laws of Acme Aerospace, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 5, 2009 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm) | | |

| [removed: [3.8](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] [added: [3](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[.1](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[6](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] | | | | | | Articles of Incorporation, filed July 30, 1986, of ARP Acquisition Corporation (now known as Adams Rite Aerospace, Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed April 23, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt) | | |

| [removed: [3.9](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[1](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[7](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] | | | | | | Certificate of Amendment, filed September 12, 1986, of the Articles of Incorporation of ARP Acquisition Corporation (now known as Adams Rite Aerospace, Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed April 23, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt) | | |

| [removed: [3.10](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[8](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] | | | | | | Certificate of Amendment, filed January 27, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (now known as Adams Rite Aerospace, Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed April 23, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt) | | |

| [removed: [3.11](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[9](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] | | | | | | Certificate of Amendment, filed December 31, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (now known as Adams Rite Aerospace, Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed April 23, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt) | | |

| [removed: [3.12](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[20](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] | | | | | | Certificate of Amendment, filed August 11, 1997, of the Articles of Incorporation of Adams Rite Sabre International, Inc. (now known as Adams Rite Aerospace, Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed April 23, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt) | | |

| [removed: [3.13](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[21](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)] | | | | | | Amended and Restated Bylaws of Adams Rite Aerospace, Inc. | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed April 23, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt) | | |

| [removed: [3.14](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_66.htm)] [added: [3](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_66.htm)[.22](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_66.htm)] | | | | | | Certificate of Incorporation, filed June 18, 2007, of AeroControlex Group, Inc. | | | | | | [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_66.htm) | | |

| [removed: [3.15](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_67.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_67.htm)[23](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_67.htm)] | | | | | | By-laws of AeroControlex Group, Inc. | | | | | | [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_67.htm) | | |

| [removed: [3.16](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)[24](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)] | | | | | | Certificate of Formation, filed September 25, 2013, of Aerosonic LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm) | | |

| [removed: [3.17](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm)] | | | | | | Limited Liability Company Agreement of Aerosonic LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm) | | |

| [removed: [3.18](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm)] | | | | | | Certificate of Incorporation, filed November 13, 2009, of Airborne Acquisition, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm) | | |

| [removed: [3.19](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm)] | | | | | | Bylaws of Airborne Acquisition, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm) | | |

| [removed: [3.20](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex35.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex35.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex35.htm)] | | | | | | Amended and Restated Certificate of Incorporation, filed January 25, 2010, of HDT International Holdings, Inc. (now known as Airborne Global, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex35.htm) | | |

| [removed: [3.21](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex36.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex36.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex36.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed February 24, 2010, of HDT International Holdings, Inc. (now known as Airborne Global, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex36.htm) | | |

| [removed: [3.22](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)[30](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed December 10, 2013, of HDT Global, Inc. (now known as Airborne Global, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm) | | |

| [removed: [3.23](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)[31](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)] | | | | | | Bylaws of HDT International Holdings, Inc. (now known as Airborne Global, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm) | | |

| [removed: [3.24](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)[32](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)] | | | | | | Certificate of Incorporation, filed November 13, 2009, of Airborne Holdings, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm) | | |

| [removed: [3.25](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)[33](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)] | | | | | | Bylaws of Airborne Holdings, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm) | | |

| [removed: [3.26](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm)[34](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm)] | | | | | | Certificate of Incorporation, filed September 1, 1995, of Wardle Storeys Inc. (now known as Airborne Systems NA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm) | | |

| [removed: [3.27](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex314.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex314.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex314.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex314.htm)] | | | | | | Certificate of Amendment to Certificate of Incorporation, filed May 28, 2002, of Wardle Storeys Inc. (now known as Airborne Systems NA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex314.htm) | | |

| [removed: [3.28](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm)] | | | | | | Bylaws of Airborne Systems NA Inc., as amended | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm) | | |

| [removed: [3.29](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm)] | | | | | | Certificate of Incorporation, filed April 23, 2007, of Airborne Systems North America Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm) | | |

| [removed: [3.30](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm)] | | | | | | Bylaws of Airborne Systems North America Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm) | | |

| [removed: [3.31](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm)] | | | | | | Certificate of Incorporation, filed April 25, 1989, of Irvin Industries (Del), Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm) | | |

| [removed: [3.32](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm)[40](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed June 2, 1989, of Irvin Industries (Del), Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm) | | |

| [removed: [3.33](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm)[41](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm)] | | | | | | Certificate of Amendment of Certificate of Incorporation, filed April 30, 1996, of Irvin Industries, Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm) | | |

| [removed: [3.34](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm)[42](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm)] | | | | | | Certificate of Amendment to Certificate of Incorporation, filed April 23, 2007, of Irvin Aerospace Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm) | | |

| [removed: [3.35](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm)[43](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm)] | | | | | | Bylaws of Airborne Systems North America of CA Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm) | | |

| [removed: [3.36](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm)[44](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm)] | | | | | | Certificate of Incorporation, Profit, filed October 28, 1994, of Wardle Storeys (Parachutes) Inc. (now known as Airborne Systems North America of NJ Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm) | | |

| [removed: [3.37](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm)] | | | | | | Certificate of Merger, filed February 9, 1995, of Para-Flite Inc. with and into Wardle Storeys (Parachutes) Inc. (now known as Airborne Systems North America of NJ Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit31articlesoforganiz.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit31articlesoforganiz.htm) | | | | | | Articles of Organization, filed July 16, 2019, of 703 City Center Boulevard, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit31articlesoforganiz.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit32firstamendedandre.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit32firstamendedandre.htm) | | | | | | First Amended and Restated Operating Agreement of 703 City Center Boulevard, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit32firstamendedandre.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm) | | | | | | Certificate of Formation, filed September 10, 2019, of 4455 Genesee Properties, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm) | | |

| [3](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm)[.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm) | | | | | | First Amended and Restated Limited Liability Company Agreement of 4455 Genesee Properties, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)[10](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm) | | | | | | Certificate of Formation, filed October 27, 2004, of 4455 Genesee Street, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)[11](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm) | | | | | | First Amended and Restated Operating Agreement of 4455 Genesee Street, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm) | | | | | | Certificate of Formation, filed October 27, 2004, of Ashford Properties, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm) | | | | | | First Amended and Restated Operating Agreement of Ashford Properties, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit39secondamendedandr.htm)[101](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit39secondamendedandr.htm) | | | | | | Second Amended and Restated Articles of Incorporation, filed October 31, 2014, of Aero Systems Engineering, Inc. (now known as Calspan Aero Systems Engineering, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit39secondamendedandr.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit310amendmenttoartic.htm)[102](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit310amendmenttoartic.htm) | | | | | | Amendment to Articles of Incorporation, filed August 4, 2020, of Aero Systems Engineering, Inc. (now known as Calspan Aero Systems Engineering, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit310amendmenttoartic.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit311thirdamendedandr.htm)[103](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit311thirdamendedandr.htm) | | | | | | Third Amended and Restated Bylaws of Calspan Aero Systems Engineering, Inc. (fka Aero Systems Engineering, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit311thirdamendedandr.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit312restatedarticles.htm)[104](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit312restatedarticles.htm) | | | | | | Restated Articles of Organization, filed June 5, 2023, of Calspan Air Facilities, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit312restatedarticles.htm) | | |

| [3.105](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit313secondamendedand.htm) | | | | | | Second Amended and Restated Operating Agreement of Calspan Air Facilities, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit313secondamendedand.htm) | | |

| [3.106](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit314articlesoforgani.htm) | | | | | | Articles of Organization, filed October 15, 2013, of Calspan Air Services, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit314articlesoforgani.htm) | | |

| [3.107](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit315firstamendedandr.htm) | | | | | | First Amended and Restated Operating Agreement of Calspan Air Services, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit315firstamendedandr.htm) | | |

| [3.109](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit317firstamendedandr.htm) | | | | | | First Amended and Restated Bylaws of Calspan ASE Portugal, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit317firstamendedandr.htm) | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit318restatedarticles.htm)[10](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit318restatedarticles.htm) | | | | | | Restated Articles of Organization, filed June 5, 2023, of Calspan Holdings, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit318restatedarticles.htm) | | |

| [3.111](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit319eighthamendedand.htm) | | | | | | Eighth Amended and Restated Operating Agreement of Calspan Holdings, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit319eighthamendedand.htm) | | |

| [3.113](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit321articlesoforgani.htm) | | | | | | Articles of Organization, filed April 27, 2023, of Calspan Systems, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit321articlesoforgani.htm) | | |

| [3.114](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit322certificateofinc.htm) | | | | | | Certificate of Incorporation, filed July 13, 2020, of Calspan Technology Acquisition Company (now known as Calspan Technology Acquisition Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit322certificateofinc.htm) | | |

| [3.115](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit323certificateofame.htm) | | | | | | Certificate of Amendment of the Certificate of Incorporation, filed July 15, 2020, of Calspan Technology Acquisition Company (now known as Calspan Technology Acquisition Corporation) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit323certificateofame.htm) | | |

| [3.116](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit324firstamendedandr.htm) | | | | | | First Amended and Restated Bylaws of Calspan Technology Acquisition Corporation | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit324firstamendedandr.htm) | | |

| [3.117](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit325operatingagreeme.htm) | | | | | | Operating Agreement of Calspan Genesee, LLC (now known as Calspan, LLC) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit325operatingagreeme.htm) | | |

| [3.118](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit326articlesoforgani.htm) | | | | | | Articles of Organization, filed April 25, 2023, of Calspan Genesee, LLC (now known as Calspan, LLC) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit326articlesoforgani.htm) | | |

| [3.119](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit327certificateofame.htm) | | | | | | Certificate of Amendment of Articles of Organization, filed May 2, 2023, of Calspan, LLC (fka Calspan Genesee, LLC) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit327certificateofame.htm) | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit328articlesoforgani.htm)[35](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit328articlesoforgani.htm) | | | | | | Articles of Organization, filed April 24, 2023, of CTHC LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit328articlesoforgani.htm) | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit329firstamendedandr.htm)[36](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit329firstamendedandr.htm) | | | | | | First Amended and Restated Operating Agreement of CTHC LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit329firstamendedandr.htm) | | |

| [3.164](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit330restatedarticles.htm) | | | | | | Restated Articles of Organization, filed June 5, 2023, of Genesee Holdings II, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit330restatedarticles.htm) | | |

| [3.165](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit331secondamendedand.htm) | | | | | | Second Amended and Restated Operating Agreement of Genesee Holdings II, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit331secondamendedand.htm) | | |

| [3.166](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit332articlesoforgani.htm) | | | | | | Articles of Organization, filed October 8, 2020, of Genesee Holdings III, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit332articlesoforgani.htm) | | |

| [3.167](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit333firstamendedandr.htm) | | | | | | First Amended and Restated Operating Agreement of Genesee Holdings III, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit333firstamendedandr.htm) | | |

| [3.168](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit334restatedarticles.htm) | | | | | | Restated Articles of Organization, filed June 5, 2023, of Genesee Holdings, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit334restatedarticles.htm) | | |

| [3.169](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit335secondamendedand.htm) | | | | | | Second Amended and Restated Operating Agreement of Genesee Holdings, LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit335secondamendedand.htm) | | |

| [4.](http://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm) | | | | | | First Supplemental Indenture, dated as of March 9, 2023, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and US collateral agent, and The Bank of New York Mellon, as UK collateral agent, relating to TransDigm Inc.’s 6.75% Senior Secured Notes due 2028 | | | | | | [Incorporated by reference to TransDigm Group Incorporated's Form 8-K, filed March 9, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312523066095/d676638dex43.htm) | | |

| [10.6](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit106employmentagreem.htm) | | | | | | Amended and Restated Employment Agreement, dated July 26, 2023, between TransDigm Group Incorporated and Michael Lisman* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit106employmentagreem.htm) | | |

| [10.11](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1011employmentagree.htm) | | | | | | Amended and Restated Employment Agreement, dated July 26, 2023, between TransDigm Group Incorporated and Joel Reiss* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1011employmentagree.htm) | | |

| [10.14](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1014employmentagree.htm) | | | | | | Amended and Restated Employment Agreement, dated July 26, 2023, between TransDigm Group Incorporated and Sarah Wynne* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1014employmentagree.htm) | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000040/exhibit103separationandcon.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000040/exhibit103separationandcon.htm) | | | | | | Separation and Consulting Agreement, dated February 3, 2023, between TransDigm Group Incorporated and Halle Martin* | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000040/exhibit103separationandcon.htm) | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000040/exhibit104employmentagreem.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000040/exhibit104employmentagreem.htm) | | | | | | Employment Agreement, dated February 6, 2023, between TransDigm Group Incorporated and Jessica Warren* | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000040/exhibit104employmentagreem.htm) | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1031formofstockopti.htm) | | | | | | Form of Stock Option Grant Notice and Agreement for executive officers under the TransDigm Group Incorporated 2019 Stock Option Plan (or TransDigm Group Incorporated 2014 Stock Option Plan) for options awarded in fiscal 2024* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1031formofstockopti.htm) | | |

| By: | | | /s/ Michael Lisman | | |

| Name: | | | Michael Lisman | | |

| /s/ Michael Lisman | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | November 10, 2022 | | |

| Michael Lisman | | | | | | | | | | | | | | |

| /s/ Mervin Dunn | | | | | | Director | | | | | | November 10, 2022 | | |

| Mervin Dunn | | | | | | | | | | | | | | |

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

| John Staer | | | | | | | | | | | | | | |

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#ie56ee4edf4d443fba24ba21abd4b67fd_103)] [added: F-[1](#if2cd8f0dbdf24c3984207d8df292fec7_103)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[3](#ie56ee4edf4d443fba24ba21abd4b67fd_106)] [added: F-[3](#if2cd8f0dbdf24c3984207d8df292fec7_106)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[4](#ie56ee4edf4d443fba24ba21abd4b67fd_112)] [added: F-[4](#if2cd8f0dbdf24c3984207d8df292fec7_112)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[5](#ie56ee4edf4d443fba24ba21abd4b67fd_115)] [added: F-[5](#if2cd8f0dbdf24c3984207d8df292fec7_115)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[6](#ie56ee4edf4d443fba24ba21abd4b67fd_118)] [added: F-[6](#if2cd8f0dbdf24c3984207d8df292fec7_118)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[7](#ie56ee4edf4d443fba24ba21abd4b67fd_121)] [added: F-[7](#if2cd8f0dbdf24c3984207d8df292fec7_121)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_124)[8](#ie56ee4edf4d443fba24ba21abd4b67fd_124)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_124)[8](#if2cd8f0dbdf24c3984207d8df292fec7_124)] to [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_214)[44](#ie56ee4edf4d443fba24ba21abd4b67fd_214)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_205)[44](#if2cd8f0dbdf24c3984207d8df292fec7_205)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#ie56ee4edf4d443fba24ba21abd4b67fd_217)[45](#ie56ee4edf4d443fba24ba21abd4b67fd_217)] [added: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_211)[45](#if2cd8f0dbdf24c3984207d8df292fec7_211)] | | |

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the “Company”) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three fiscal years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 10, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | [removed: At September 30, 2022,] [added: As disclosed in Note 10,] the Company had goodwill and indefinite-lived intangible assets [added: (trademarks and trade names)] of [removed: $8.6] [added: $8.9] billion and [removed: $990 million, respectively.] [added: $1.0 billion, respectively, at September 30, 2023.] 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 fiscal quarter, or more frequently, if 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. 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 value. If the 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 value, a quantitative impairment test is performed. The Company performed a quantitative assessment on the goodwill and indefinite-lived intangible assets at [removed: 13] [added: five] 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 using a discounted cash flow valuation model. Auditing management’s quantitative impairment assessment was complex and judgmental for certain of the [removed: 13] [added: five] 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: 13] [added: five] 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: 13] [added: five] 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 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: 2022] [added: 2023] AND [removed: 2021][added: 2022]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 3,001] [added: 3,472] | | | | | $ | [removed: 4,787] [added: 3,001] | |

| Trade accounts receivable—Net | | | [removed: 967] [added: 1,230] | | | | | | [removed: 791] [added: 967] | | |

| Inventories—Net | | | [removed: 1,332] [added: 1,616] | | | | | | [removed: 1,185] [added: 1,332] | | |

| Prepaid expenses and other | | | [removed: 349] [added: 420] | | | | | | [removed: 267] [added: 349] | | |

| Total current assets | | | [removed: 5,649] [added: 6,738] | | | | | | [removed: 7,030] [added: 5,649] | | |

| PROPERTY, PLANT AND EQUIPMENT—NET | | | [removed: 807] [added: 1,255] | | | | | | [removed: 770] [added: 807] | | |

| GOODWILL | | | [removed: 8,641] [added: 8,988] | | | | | | [removed: 8,568] [added: 8,641] | | |

| OTHER INTANGIBLE ASSETS—NET | | | [removed: 2,750] [added: 2,747] | | | | | | [removed: 2,791] [added: 2,750] | | |

| TOTAL ASSETS | | | $ | [removed: 18,107] [added: 19,970] | | | | | $ | [removed: 19,315] [added: 18,107] | |

| Current portion of long-term debt | | | $ | [removed: 76] [added: 71] | | | | | $ | [removed: 277] [added: 76] | |

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

| Accounts payable | | | [removed: 279] [added: 305] | | | | | | [removed: 227] [added: 279] | | |

| Accrued and other current liabilities | | | [removed: 721] [added: 854] | | | | | | [removed: 810] [added: 721] | | |

| Total current liabilities | | | [removed: 1,426] [added: 1,579] | | | | | | [removed: 1,663] [added: 1,426] | | |

| LONG-TERM DEBT | | | [removed: 19,369] [added: 19,330] | | | | | | [removed: 19,372] [added: 19,369] | | |

| DEFERRED INCOME TAXES | | | [removed: 596] [added: 627] | | | | | | [removed: 485] [added: 596] | | |

| OTHER NON-CURRENT LIABILITIES | | | [removed: 482] [added: 412] | | | | | | [removed: 705] [added: 482] | | |

| Total liabilities | | | [removed: 21,873] [added: 21,948] | | | | | | [removed: 22,225] [added: 21,873] | | |

| Common stock - $.01 par value; authorized 224,400,000 shares; issued [removed: 60,049,685] [added: 60,995,513] and [removed: 59,403,100] [added: 60,049,685] at September 30, [removed: 2022] [added: 2023] and September 30, [removed: 2021,] [added: 2022,] respectively | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,113] [added: 2,440] | | | | | | [removed: 1,830] [added: 2,113] | | |

| Accumulated deficit | | | [removed: (3,914)] [added: (2,621)] | | | | | | [removed: (3,705)] [added: (3,914)] | | |

| Accumulated other comprehensive loss | | | [removed: (267)] [added: (98)] | | | | | | [removed: (248)] [added: (267)] | | |

| Treasury stock, at cost; 5,688,639 [removed: and 4,198,226] shares at September 30, [removed: 2022] [added: 2023] and September 30, [removed: 2021,] [added: 2022,] respectively | | | (1,706) | | | | | | [removed: (794)] [added: (1,706)] | | |

| Total TD Group stockholders’ deficit | | | [removed: (3,773)] [added: (1,984)] | | | | | | [removed: (2,916)] [added: (3,773)] | | |

| OTHER NON-CURRENT ASSETS | | | 242 | | | | | | 260 | | |

| BALANCE—September 30, 2023 | | | 60,995,513 | | | | | | $ | 1 | | | | | $ | 2,440 | | | | | $ | (2,621) | | | | | $ | (98) | | | | | (5,688,639) | | | | | | $ | (1,706) | | | | | $ | 6 | | | | | $ | (1,978) | |

| Cash refund (contribution) for the ERP settlement, net | | | 9 | | | | | | (16) | | | | | | — | | |

| Proceeds from issuance of senior secured notes, net | | | 3,504 | | | | | | — | | | | | | — | | |

| Repayments of senior secured notes, net | | | (1,122) | | | | | | — | | | | | | — | | |

| Proceeds from term loans, net | | | 6,238 | | | | | | — | | | | | | — | | |

Calspan Corporation – On March 14, 2023, the Company entered into a definitive agreement to acquire all the outstanding stock of Calspan Corporation (“Calspan”) for a total purchase price of $729 million.

Calspan operates from seven primary facilities within the United States and is a leading independent provider of proprietary highly engineered testing and technology development services and systems primarily for the aerospace and defense industry.

Calspan’s state of the art transonic wind tunnel is used across a range of important aftermarket-focused development activities for both the commercial and defense aerospace end markets.

The services and systems are primarily proprietary with significant aftermarket content.

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

We utilized both the cost and market approaches to value property, plant and equipment, which consider external transactions and other comparable transactions, estimated replacement and reproduction costs, and estimated useful lives and consideration for physical, functional and economic obsolescence.

The allocation of the estimated fair value of assets acquired and liabilities assumed in the Calspan acquisition as of the May 8, 2023 acquisition date, as well as measurement period adjustments recorded within the permissible one year measurement period, are summarized in the table below (in millions):

| Property, plant and equipment | | | | | | 105 | | | | | | 278 | | | | | | 383 | | | | | |

| Goodwill | | | | | | 367 | | | | | | (123) | | | | | | 244 | | | (1) | | |

| Other intangible assets | | | | | | 243 | | | | | | (151) | | | | | | 92 | | | (1) | | |

| Total assets acquired (excluding cash) | | | | | | 803 | | | | | | 4 | | | | | | 807 | | | | | |

| Net assets acquired | | | | | | $ | 729 | | | | | $ | — | | | | | $ | 729 | | | | |

(1)Of the approximately $244 million of goodwill recognized for the acquisition, the Company expects that approximately $218 million will be deductible for tax purposes.

Of the approximately $92 million of other intangible assets recognized for the acquisition, the Company expects that approximately $86 million will be deductible for tax purposes.

The goodwill and intangible assets are expected to be deductible over 15 years.

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

A substantial portion of the measurement period adjustments to property, plant and equipment relates to the fair value of the transonic wind tunnel.

The acquisition was financed through existing cash on hand.

Pro forma net sales and results of operations for the DART acquisition had it occurred at the beginning of the fiscal year ended September 30, 2022 are not material and, accordingly, are not provided.

| Other non-current assets | | | | | | 8 | | | | | | 9 | | | | | | 17 | | | | | |

| Total liabilities assumed | | | | | | 58 | | | | | | 12 | | | | | | 70 | | | | | |

Extant Aerospace Acquisitions – For the fiscal year ended September 30, 2023, the Company's Extant Aerospace subsidiary, which is included within 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 $24 million.

All of the approximately $61 million of goodwill and $37 million of other intangible assets recognized for the acquisitions is deductible for tax purposes over 15 years.

Pro forma net sales and results of operations for the CAC acquisition had it occurred at the beginning of the fiscal year ended September 30, 2021 were not material and, accordingly, are not provided.

| | | | | | | | | | | | | | | | | | | Final | | | | | |

| | | | | | | | | | | | | | | | | | | Allocation | | | | | |

| Assets acquired (excluding cash): | | | | | | | | | | | | | | | | | | | | | | | |

| Trade accounts receivable | | | | | | | | | | | | | | | | | | $ | 32 | | | | |

| Prepaid expenses and other | | | | | | | | | | | | | | | | | | 7 | | | | | |

| Other non-current assets | | | | | | | | | | | | | | | | | | 31 | | | | | |

| Liabilities assumed: | | | | | | | | | | | | | | | | | | | | | | | |

| Accounts payable | | | | | | | | | | | | | | | | | | 18 | | | | | |

| Deferred income taxes | | | | | | | | | | | | | | | | | | 31 | | | | | |

Subsequent Event – On November 9, 2023, the Company announced that it entered into a definitive agreement to acquire the Electron Device Business of Communications & Power Industries (“CPI”), a portfolio company of TJC, L.P., for approximately $1,385 million in cash.

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November 10, 2022

| OTHER | | | 260 | | | | | | 156 | | |

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| BALANCE—September 30, 2019 | | | 57,623,311 | | | | | | $ | 1 | | | | | $ | 1,379 | | | | | $ | (3,120) | | | | | $ | (379) | | | | | (4,161,326) | | | | | | $ | (775) | | | | | $ | 10 | | | | | $ | (2,884) | |

| Special dividends and vested dividend equivalents declared | | | — | | | | | | — | | | | | | — | | | | | | (1,864) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,864) | | |

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

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

The Company accounted for the DART acquisition using the acquisition method and included the results of operations of the acquisition in its consolidated financial statements from the effective date of the acquisition.

The Company made an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities.

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.

The total purchase price of CAC was allocated to the underlying assets acquired and liabilities assumed based upon the respective fair value at the dates of acquisition.