TransDigm Group (TDG) 10-K risk factor changes: FY2024 vs FY2023

In fiscal year [removed: 2023,] [added: 2024,] no customer individually accounted for 10% or more of the Company’s net sales; however, our top ten customers for fiscal year [removed: 2023] [added: 2024] accounted for approximately [removed: 41%] [added: 42%] of our net sales.

This risk is greater in a high inflationary environment, such as [removed: currently.][added: occurred in fiscal 2023 and fiscal 2024.]

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

As of September 30, [removed: 2023,] [added: 2024,] our total indebtedness, excluding approximately [removed: $51] [added: $67] million in letters of credit outstanding, approximately [removed: $193] [added: $262] million of finance lease obligation liabilities and approximately [removed: $21] [added: $17] million of government refundable advances, was approximately [removed: $20] [added: $24] billion, which was approximately [removed: 111%] [added: 134%] of our total book capitalization.

As of September 30, [removed: 2023,] [added: 2024,] we had approximately [removed: $759] [added: $843] million of unused commitments under our revolving credit facility and [removed: $100] [added: $163] million of additional borrowing capacity under our trade receivable securitization facility (the “Securitization Facility”).

All of [removed: our debt under] the [removed: senior secured credit facility, which includes $6.2 billion in] term loans [added: under our term loan facility] and [removed: a] [added: the borrowings under our] revolving credit facility [removed: of $810 million,] and the Securitization Facility [removed: bears] [added: bear] interest at variable rates primarily based on the Term Secured Overnight Financing Rate (“Term SOFR”).

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

As of September 30, [removed: 2023,] [added: 2024,] approximately [removed: 90%] [added: 77%] of our total debt was fixed rate.

For information about our interest rate swap, cap and collar agreements, refer to Note [removed: 21,] [added: 19,] “Derivatives and Hedging [removed: Instruments,”] [added: Activities,”] in the notes to the consolidated financial statements included herein.

Our senior secured credit facility and the indentures governing the Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on TD Group, TransDigm Inc. and its [added: restricted] subsidiaries (in the case of the senior secured credit facility) and TransDigm Inc. and its [added: restricted] subsidiaries (in the case of the 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 indentures governing the Notes include covenants restricting, among other things, the ability [removed: 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 indentures) to:][added: to (subject, in each case, to certain important exceptions):]

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

In [removed: recent] [added: certain] years, such as in fiscal 2021 and the second half of fiscal 2020, we 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.

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

Our net sales to foreign customers were approximately [removed: $2.3] [added: $2.9] billion for the fiscal year ended September 30, [removed: 2023.][added: 2024.]

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

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

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

The interpretation and application of data protection laws in the U.S. and globally, including but not limited to the General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (the [removed: “CCPA”) and] [added: “CCPA”),] China’s Personal Information Protection Law [removed: (“PIPL”),] [added: (“PIPL”) and the EU AI Act,] are uncertain and evolving.

Further, although we have implemented internal controls and procedures designed to ensure compliance with the GDPR, CCPA, [removed: PIPL] [added: PIPL, the EU AI Act] and other privacy-related laws, rules and regulations (collectively, the “Data Protection Laws”), there can be no assurance that our controls and procedures will enable us to be fully compliant with all Data Protection Laws.

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

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

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

Such events may result in possible negative consequences, such as [removed: fines,] [added: disruption to our business operations, loss of proprietary information,] ransom demands, [added: loss of revenue,] penalties, failure to comply with laws governing sensitive data, [added: government enforcement, litigation or regulatory proceedings,] negative publicity, loss of reputation, loss of intellectual property, loss of competitiveness or customers, increased security and compliance costs or other negative consequences.

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, [removed: 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.

Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and technology, were approximately [removed: $2.7] [added: $3.4] billion at September 30, [removed: 2023,] [added: 2024,] representing approximately [removed: 14%] [added: 13%] of our total assets.

Goodwill recognized in accounting for mergers and acquisitions was approximately [removed: $9.0] [added: $10.4] billion at September 30, [removed: 2023,] [added: 2024,] representing approximately [removed: 45%] [added: 41%] of our total assets.

Notwithstanding special cash dividends, of which the most recent [removed: declaration] [added: declarations] by the Company’s Board of Directors was on [removed: November 9, 2023] [added: September 19, 2024] in the amount of [removed: $35.00] [added: $75.00] per outstanding share of common stock, which [removed: is payable] [added: was paid] on [removed: November 27, 2023] [added: October 18, 2024] to stockholders of record as of [removed: November 20, 2023,] [added: October 4, 2024,] we do not anticipate declaring regular cash dividends, whether quarterly or annual, on our common stock or any other equity security in the foreseeable future.

For example, in addition to the COVID-19 pandemic, past examples in which the airline industry has been negatively affected include downturns in the global economy, higher fuel prices, increased security concerns among airline customers following the events of September 11, 2001, the Severe Acute Respiratory Syndrome [removed: (“SARS”)] epidemic, and conflicts abroad.

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

The $163 million available under the Securitization Facility was subsequently drawn in October 2024.

Significant labor disagreements and supply chain issues may also negatively impact the production of aircraft.

Changes to tariff and import and export regulations in the United States and abroad may also negatively impact the availability and pricing of raw materials.

In addition, there continues to be uncertainty about the future relationship between the U.S. and China, including with respect to trade policies, treaties, government regulations and tariffs.

Any increased trade barriers or restrictions on global trade, including trade with China, could adversely affect the Company’s results of operations, financial position and cash flows.

The rapid evolution and increased adoption of artificial intelligence (“AI”) technologies may intensify these risks.

The rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks.

As of September 30, 2024, a handful of jurisdictions where the Company operates, including Canada, U.K. and Germany, have adopted the Pillar Two Rules.

The effective dates vary between fiscal 2025 and fiscal 2026.

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

Expected growth in the global economy may exacerbate these pressures on us and our suppliers, and we expect these supply chain challenges and cost impacts to continue for the foreseeable future.

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.

For fiscal year [removed: 2023,] [added: 2024,] we generated net sales of [removed: $6,585] [added: $7,940] million, gross profit of [removed: $3,842] [added: $4,672] million or [removed: 58.3%] [added: 58.8%] of net sales, and net income attributable to TD Group of [removed: $1,298] [added: $1,714] million.

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

As of the date of this report, we have successfully acquired [removed: approximately 88] [added: 93] businesses and [added: various] product lines since our formation in 1993.

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

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

The pace of the international recovery has been slower than the domestic [removed: recovery and remains below pre-pandemic levels.][added: recovery; however, it has continued to make steady improvement.]

In fiscal [removed: 2023,] [added: 2024,] we experienced improved sales in the commercial OEM sector primarily due to increased aircraft production by Boeing and Airbus.

| | | | [removed: 2023] [added: 2024] | | | | | | % of Net Sales | | | | | | [removed: 2022] [added: 2023] | | | | | | % of Net Sales | | |

| Net sales | | | $ | [removed: 6,585] [added: 7,940] | | | | | 100.0 | | % | | | | $ | [removed: 5,429] [added: 6,585] | | | | | 100.0 | | % |

| Cost of sales | | | [removed: 2,743] [added: 3,268] | | | | | | [removed: 41.7] [added: 41.2] | | % | | | | [removed: 2,330] [added: 2,743] | | | | | | [removed: 42.9] [added: 41.7] | | % |

| Selling and administrative expenses | | | [removed: 780] [added: 980] | | | | | | [removed: 11.8] [added: 12.3] | | % | | | | [removed: 748] [added: 780] | | | | | | [removed: 13.8] [added: 11.8] | | % |

| Amortization of intangible assets | | | [removed: 139] [added: 161] | | | | | | [removed: 2.1] [added: 2.0] | | % | | | | [removed: 136] [added: 139] | | | | | | [removed: 2.5] [added: 2.1] | | % |

| Income from operations | | | [removed: 2,923] [added: 3,531] | | | | | | [removed: 44.4] [added: 44.5] | | % | | | | [removed: 2,215] [added: 2,923] | | | | | | [removed: 40.8] [added: 44.4] | | % |

| Interest expense-net | | | [removed: 1,164] [added: 1,286] | | | | | | [removed: 17.7] [added: 16.2] | | % | | | | [removed: 1,076] [added: 1,164] | | | | | | [removed: 19.8] [added: 17.7] | | % |

| Refinancing costs | | | [removed: 56] [added: 58] | | | | | | [removed: 0.9] [added: 0.7] | | % | | | | [removed: 1] [added: 56] | | | | | | [removed: —] [added: 0.9] | | % |

| Other [removed: (income) expense] [added: income] | | | [removed: (13)] [added: (28)] | | | | | | [removed: (0.2)] [added: (0.4)] | | % | | | | [removed: 18] [added: (13)] | | | | | | [removed: 0.3] [added: (0.2)] | | % |

| Income tax provision | | | [removed: 417] [added: 500] | | | | | | 6.3 | | % | | | | [removed: 261] [added: 417] | | | | | | [removed: 4.8] [added: 6.3] | | % |

| Income from continuing operations | | | [removed: 1,299] [added: 1,715] | | | | | | [removed: 19.7] [added: 21.6] | | % | | | | [removed: 866] [added: 1,299] | | | | | | [removed: 16.0] [added: 19.7] | | % |

| Income from [removed: discontinued operations, net of tax | | | — | | | | | | — | | % | | | | 1 | | |] [added: operations] | | | [removed: —] [added: 1,221] | | [removed: %] |

| Net income attributable to TD Group | | | $ | [removed: 1,298] [added: 1,714] | | | | | [removed: 19.7] [added: 21.6] | | % | | | | $ | [removed: 866] [added: 1,298] | | | | | [removed: 16.0] [added: 19.7] | | % |

| Net income applicable to TD Group common stockholders | | | $ | [removed: 1,260] [added: 1,481] | | (1) | | | [removed: 19.1] [added: 18.7] | | % | | | | $ | [removed: 780] [added: 1,260] | | (1) | | | [removed: 14.4] [added: 19.1] | | % |

[removed: |] [added: -] Earnings per [added: Share. Basic and diluted earnings per] share from continuing [removed: operations—basic] [added: operations was $25.62 for the fiscal year ended September 30, 2024] and [removed: diluted | | | $ | 22.03 | | (2) | | | | | | | | | $ | 13.38 | | (2) | | | | | |][added: $22.03 for the fiscal year ended September 30, 2023.]

| Cash dividends [removed: paid] [added: declared] per common share | | | $ | [removed: —] [added: 110.00] | | | | | | | | | | | $ | [removed: 18.50] [added: —] | | | | | | | |

| Weighted-average shares outstanding—basic and diluted | | | [removed: 57.2] [added: 57.8] | | | | | | | | | | | | [removed: 58.2] [added: 57.2] | | | | | | | | |

| EBITDA | | | $ | [removed: 3,148] [added: 3,813] | | (3) | | | | | | | | | $ | [removed: 2,456] [added: 3,148] | | (3) | | | | | |

| EBITDA As Defined | | | $ | [removed: 3,395] [added: 4,173] | | (3) | | | [removed: 51.6] [added: 52.6] | | % | | | | $ | [removed: 2,646] [added: 3,395] | | (3) | | | [removed: 48.7] [added: 51.6] | | % |

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend [removed: equivalent payments] [added: equivalents] of [removed: $38] [added: $233] million and [removed: $86] [added: $38] million for the fiscal years ended September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

(2)Earnings per share [removed: from continuing operations] is calculated by dividing net income applicable to TD Group common [removed: stockholders, excluding income from discontinued operations, net of tax,] [added: stockholders] by the basic and diluted weighted average common shares outstanding.

- Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were as follows (amounts in millions):

| | | | September 30, [removed: 2023] [added: 2024] | | | | | | September 30, [removed: 2022] [added: 2023] | | | | | | Change | | | | | | | | |

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

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

The increase in organic sales of [removed: $985] [added: $1,067] million for the fiscal year ended September 30, [removed: 2023] [added: 2024] compared to the fiscal year ended September 30, [removed: 2022] [added: 2023] is primarily related to increases in [removed: commercial aftermarket] [added: defense] sales [removed: ($494] [added: ($486] million, an increase of [removed: 31.4%),] [added: 18.9%),] commercial OEM sales [removed: ($266] [added: ($294] million, an increase of [removed: 23.1%)] [added: 20.4%)] and [removed: defense] [added: commercial aftermarket] sales [removed: ($242] [added: ($253] million, an increase of [removed: 10.4%).][added: 12.0%).]

The increase in commercial aftermarket sales is primarily attributable to the continued recovery in commercial air travel demand and the resulting higher flight hours and utilization of aircraft in fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022.][added: 2023, particularly internationally.]

- Cost of Sales and Gross Profit. Cost of sales increased by [removed: $413] [added: $525] million or [removed: 17.7%,] [added: 19.1%,] to [removed: $2,743] [added: $3,268] million for the fiscal year ended September 30, [removed: 2023] [added: 2024] compared to [removed: $2,330] [added: $2,743] million for the fiscal year ended September 30, [removed: 2022.][added: 2023.]

Cost of sales and the related percentage of net sales for the fiscal years ended September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were as follows (amounts in millions):

| | | | September 30, [removed: 2023] [added: 2024] | | | | | | September 30, [removed: 2022] [added: 2023] | | | | | | Change | | | | | | % Change | | |

| % of net sales | | | [removed: 41.7] [added: 40.8] | | % | | | | [removed: 44.0] [added: 41.7] | | % | | | | | | | | | | | | |

| Non-cash stock and deferred compensation expense | | | [removed: 17] [added: 21] | | | | | | [removed: 19] [added: 17] | | | | | | [removed: (2)] [added: 4] | | | | | | [removed: (10.5)] [added: 23.5] | | % |

| Foreign currency losses [removed: (gains)] | | | [removed: 14] [added: 20] | | | | | | [removed: (40)] [added: 14] | | | | | | [removed: 54] [added: 6] | | | | | | [removed: 135.0] [added: 42.9] | | % |

We maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace component businesses with significant aftermarket content.

Our products are represented in nearly every commercial and military aircraft in service today.

Our portfolio of products encompasses a vast array of essential components that play pivotal roles on commercial aerospace and defense platforms, as well as other products.

For example, TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep passengers and pilots safe; parachutes that protect soldiers, sailors and airmen; and space telescope equipment that helps NASA better understand the universe.

Our businesses continually seek to provide innovative solutions for our customers and others in the commercial aerospace and defense industries.

These include new touchless products and environmentally friendly products, such as the brushless starter generator and sustainable decorative laminates.

In fiscal 2024, the commercial aerospace industry continued to rebound from the adverse impacts of the COVID-19 pandemic.

Since February 2024, both domestic and international RPKs have surpassed 2019 (i.e., pre-pandemic) levels and have remained on a steady growth trend.

The 2025 leading indicators or industry consensus suggest a continuation of current trends supported by continued RPK growth.

Our commercial transport OEM shipments and revenues generally run ahead of aircraft delivery schedules.

Consistent with prior years, our fiscal 2025 shipments will be a function of, among other things, the estimated 2025 and 2026 commercial aircraft production rates for Boeing and Airbus.

Airline demand for new aircraft remains high, and the OEMs are working to increase aircraft production.

However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply chain persist.

Due to these factors, it is difficult to accurately predict the OEM build rates for 2025.

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

Also, delays in government spending outlays and government funding reprioritization, such as shifting funds to efforts to assist friendly countries in conflicts, provides for further unpredictability in the military spending outlook.

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

Defense sales in fiscal 2024 increased compared to fiscal 2023 at a higher rate than in recent fiscal years due to improving U.S. Government defense spend outlays.

DOD budgets have trended upwards as geopolitical challenges such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and military modernization efforts are driving demand.

| Basic and diluted | | | $ | 25.62 | | (2) | | | | | | | | | $ | 22.03 | | (2) | | | | | |

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

| Organic sales | | | $ | 7,629 | | | | | $ | 6,562 | | | | | $ | 1,067 | | | | | 16.2 | | % |

| Acquisition sales | | | 311 | | | | | | 23 | | | | | | 288 | | | | | | 4.4 | | % |

| Net sales | | | $ | 7,940 | | | | | $ | 6,585 | | | | | $ | 1,355 | | | | | 20.6 | | % |

The increase in defense sales is primarily attributable to improving U.S. Government defense spend outlays.

The increase in acquisition sales for the fiscal year ended September 30, 2024 is primarily attributable to the fiscal 2024 acquisitions of Raptor Scientific, the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”), SEI Industries LTD (“SEI”) and FPT Industries LLC (“FPT”) and the third quarter fiscal 2023 acquisition of Calspan Corporation (“Calspan”).

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

| Cost of sales - excluding costs below | | | $ | 3,241 | | | | | $ | 2,744 | | | | | $ | 497 | | | | | 18.1 | | % |

| Inventory step-up amortization | | | 21 | | | | | | 2 | | | | | | 19 | | | | | | 950.0 | | % |

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

| % of net sales | | | 0.4 | | % | | | | 0.1 | | % | | | | | | | | | | | | |

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

Excluding the specific costs in the table above, selling and administrative expenses as a percentage of net sales for the fiscal year ended September 30, 2024 decreased compared to the fiscal year ended September 30, 2023 despite the higher inflationary environment through most of fiscal 2024 due to continued focus on productivity and cost improvements (one of our three core value drivers).

The increase in the Black-Scholes fair value is due to the appreciation of the stock price, which is a key input used to determine the Black-Scholes fair value.

Acquisition-related expenses increased due to an increase in acquisition activity and related transaction costs compared to prior year.

The intangible assets recognized in connection with the fiscal 2024 acquisitions are summarized in Note 8, “Intangible Assets,” of the notes to the consolidated financial statements included herein.

*•*Refinancing Costs. Refinancing costs of $58 million incurred for the fiscal year ended September 30, 2024 were primarily related to the third party fees and write-off of unamortized debt issuance costs and original issue discount recorded in conjunction with the amendments to the Credit Agreement and the third party fees and write-off of unamortized debt issuance costs recorded in conjunction with the notes redemptions completed during fiscal 2024.

Other income for the fiscal year ended September 30, 2024 primarily related to a gain on sale of business, royalty and other income and the non-service related components of benefit costs on the Company's benefit plans.

| Power & Control | | | $ | 3,941 | | | | | 49.6 | | % | | | | $ | 3,316 | | | | | 50.3 | | % | | | | $ | 625 | | | | | 18.8 | | % |

| Airframe | | | 3,809 | | | | | | 48.0 | | % | | | | 3,094 | | | | | | 47.0 | | % | | | | 715 | | | | | | 23.1 | | % |

Our products are installed on almost all of the major commercial aircraft platforms now in production.

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

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.

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.

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.

The pace of U.S. government defense spending outlays and government funding reprioritization provides for uncertainty in the defense aerospace market.

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.

The disruption has resulted in delays in the availability of certain raw materials and increased freight costs, raw material costs and labor costs.

Our business has been adversely 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.

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.

| Gain on sale of businesses-net | | | — | | | | | | — | | % | | | | (7) | | | | | | (0.1) | | % |

| Income from continuing operations attributable to TD Group | | | 1,298 | | | | | | 19.7 | | % | | | | 865 | | | | | | 15.9 | | % |

| Earnings per share from discontinued operations—basic and diluted | | | — | | | (2) | | | | | | | | | 0.02 | | | (2) | | | | | |

| Earnings per share | | | $ | 22.03 | | | | | | | | | | | $ | 13.40 | | | | | | | |

Earnings per share from discontinued operations is calculated by dividing income from discontinued operations, net of tax, by the basic and diluted weighted average common shares outstanding.

| 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 | | % |

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 | | % |

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.

Selling and administrative expenses during the fiscal year ended September 30, 2023 improved as a percentage of net sales compared to the fiscal year ended September 30, 2022 as a result of higher net sales and our continued strategic cost mitigation efforts.

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

Refinancing costs of $1 million were incurred for the fiscal year ended September 30, 2022.

Other expense for fiscal year ended September 30, 2022 was primarily driven by a pension settlement charge of approximately $22 million for the ERP.

Partially offsetting this expense was the non-service related components of benefit costs on the Company's benefit plans of $(3) million.

*•*Gain on Sale of Businesses-net. No gain on sale of businesses-net was recorded for the fiscal year ended September 30, 2023.

Gain on sale of businesses-net of $7 million was recorded for the fiscal year ended September 30, 2022, and is primarily related to the net gain on sale recognized on the ScioTeq and TREALITY Simulation Visual Systems (“ScioTeq and TREALITY”) and Technical Airborne Components (“TAC”) divestitures.

- Income from Discontinued Operations, net of tax. No income from discontinued operations, net of tax, was recorded for the fiscal year ended September 30, 2023.

Income from discontinued operations, net of tax, was $1 million for the fiscal year ended September 30, 2022 and related to a final working capital settlement received on the divestiture of the Souriau-Sunbank Connection Technologies business.

- Earnings per Share. Basic and diluted earnings per share from continuing operations was $22.03 for the fiscal year ended September 30, 2023 and $13.38 for the fiscal year ended September 30, 2022.

At September 30, [removed: 2023,] [added: 2024,] we had borrowings under our Term Loans Facility, which consists of [removed: two] [added: four] tranches of term loans of approximately [removed: $6,249] [added: $8,702] million, as well as [removed: $350] [added: $487] million from the Securitization Facility, that are subject to interest rate risk, particularly movements in Term SOFR.

Our Securitization Facility bears interest at a rate of three-month Term SOFR plus [removed: 1.60%.][added: 1.45%.]

Interest rate swaps, caps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility are described in Note [removed: 21,] [added: 19,] “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.

As of September 30, [removed: 2023,] [added: 2024,] approximately [removed: 90%] [added: 77%] of our gross debt was fixed rate.

The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our Term Loans Facility and Securitization Facility by approximately [removed: $44] [added: $30] million based on the amount of outstanding borrowings at September 30, [removed: 2023.][added: 2024.]

The weighted average interest rate on the [removed: $6,249] [added: $8,702] million of term loans and the [removed: $350] [added: $487] million drawn on the Securitization Facility at September 30, [removed: 2023] [added: 2024] was [removed: 6.3%.][added: 6.5%.]

For information about the fair value of the aggregate principal amount of borrowings under our term loans and the fair value of the senior secured and subordinated notes, refer to Note [removed: 20,] [added: 18,] “Fair Value Measurements,” in the notes to the consolidated financial statements included herein.

The foreign currency forward exchange contracts entered into by the Company are described in Note [removed: 21,] [added: 19,] “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.

A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, [removed: 2023.][added: 2024.]

The information required by this Item is contained on pages [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_103)[1](#if2cd8f0dbdf24c3984207d8df292fec7_103)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_106)[1](#ia540db7ef20843f798b73c66e5a70ea8_106)] through [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_211)[45](#if2cd8f0dbdf24c3984207d8df292fec7_211)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_214)[46](#ia540db7ef20843f798b73c66e5a70ea8_214)] of this Report.

TD Group, through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components [removed: for use on] [added: that are critical to the safe and effective operation of] nearly all commercial and military aircraft [removed: in service today.][added: worldwide.]

We estimate that approximately 90% of our net sales for fiscal year [removed: 2023] [added: 2024] were generated by proprietary products.

We estimate that approximately [removed: 56%] [added: 55%] of our net sales in fiscal year [removed: 2023] [added: 2024] were generated from the aftermarket, the vast majority of which come from the commercial and military aftermarkets.

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

[removed: Our major] [added: Major] product [removed: offerings, substantially all of which are ultimately provided to end-users in the aerospace industry,] [added: offerings] include [removed: 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, [removed: 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, [removed: advanced sensor products, switches and relay panels,] thermal protection and insulation, lighting and control technology, parachutes, [removed: high performance hoists, winches and lifting devices, cargo loading, handling and delivery systems and] specialized flight, wind tunnel and jet engine testing services and [removed: equipment.][added: equipment and complex testing and instrumentation solutions.]

Major product offerings include 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, [removed: and] cargo loading, [removed: handling and] [added: handling,] delivery [removed: systems.][added: systems and electronic components used in the generation, amplification, transmission and reception of microwave signals.]

The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including non-cash compensation charges incurred in connection with the Company’s stock incentive or deferred compensation plans, [removed: restructuring costs related to the Company's cost reduction measures in response to the COVID-19 pandemic,] foreign currency gains and losses, acquisition-integration costs, acquisition [removed: and divestiture] transaction-related expenses, and refinancing costs.

Acquisition [added: transaction] and [removed: divestiture-related costs] [added: integration-related expenses] represent [removed: accounting adjustments to inventory associated with acquisitions of businesses and product lines that were charged to cost of sales when the inventory was sold;] costs incurred to integrate acquired businesses [removed: and product lines] into [removed: the Company’s operations,] [added: TD Group’s operations;] facility relocation costs and other acquisition-related costs; [removed: transaction-related] [added: transaction and valuation-related] costs for [removed: both] acquisitions [removed: and divestitures] comprising deal [removed: fees;] [added: fees,] legal, financial and tax [added: due] diligence [removed: expenses and valuation costs that are required to be expensed as incurred] [added: expenses;] and [removed: other acquisition] [added: amortization expense of inventory step-up recorded in connection with the purchase] accounting [removed: adjustments.][added: of acquired businesses.]

For financial information about our segments, refer to Note [removed: 17,] [added: 15,] “Segments,” in the notes to the consolidated financial statements included herein.

We have structured our sales efforts along our major product offerings, assigning a business unit manager [removed: to certain products.][added: that leads a business unit team.]

Each business unit manager is expected to grow the sales and profitability of the products [added: and services] for which he or she is responsible and to achieve the targeted annual level of bookings, net sales, new business and profitability for such products.

We maintain approximately [removed: 100] [added: 120] manufacturing facilities.

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

We attempt to differentiate ourselves from our competitors by producing [removed: uniquely] [added: highly] engineered products with high [removed: quality] [added: quality, reliability] and timely delivery.

The aggregate of engineering expense and research and development expense represents approximately [removed: 9%] [added: 8%] of our operating units’ aggregate costs, or approximately 4% of our consolidated net sales for fiscal year [removed: 2023.][added: 2024.]

Refer to Note [removed: 3,] [added: 1,] “Summary of Significant Accounting Policies,” in the notes to the consolidated financial statements included herein with respect to the total costs of research and development.

We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which accounted for approximately [removed: 32%] [added: 31%] of our net sales for fiscal year [removed: 2023;] [added: 2024;] the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which accounted for approximately [removed: 22%] [added: 27%] of our net sales for fiscal year [removed: 2023;] [added: 2024;] and the defense market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments), which accounted for approximately [removed: 39%] [added: 40%] of our net sales for fiscal year [removed: 2023.][added: 2024.]

Non-aerospace net sales comprised approximately [removed: 7%] [added: 2%] of our net sales for fiscal year [removed: 2023.][added: 2024.]

Our top ten customers for fiscal year [removed: 2023] [added: 2024] accounted for approximately [removed: 41%] [added: 42%] of our net sales.

None of our customers individually accounted for greater than 10% of our net sales for fiscal year [removed: 2023.][added: 2024.]

We compete on the basis of engineering, manufacturing and marketing high quality [added: and reliable] products, which we believe meet or exceed the performance and maintenance requirements of our customers, consistent and timely delivery, and superior customer service and support.

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

[removed: As a result, and consistent] [added: Consistent] with prior years, our fiscal [removed: 2024] [added: 2025] shipments will be a function of, among other things, the estimated [removed: 2024 and] 2025 [added: and 2026] commercial aircraft production [removed: rates.][added: rates for Boeing and Airbus.]

In fiscal [removed: 2023,] [added: 2024,] we experienced improved sales in the commercial OEM sector primarily due to increased [added: aircraft] production by Boeing and Airbus.

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

[removed: Outside of the market disruptions caused by COVID-19, there are other factors (including] [added: 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 [removed: acquisitions) that] [added: acquisitions] can cause short-term disruptions in our quarterly shipment patterns as compared to previous quarters and the same periods in prior years.

[removed: The disruption] [added: Disruptions in the global supply chain] has resulted in delays in the availability of certain raw materials and increased raw material costs, among other costs such as [removed: labor.][added: labor, though the disruptions somewhat improved in fiscal 2024, resulting in a higher stabilization of costs as fiscal 2024 progressed.]

Our business has been adversely affected, though not materially, and could continue to be adversely affected in fiscal [removed: 2024] [added: 2025] by disruptions in our ability to timely obtain raw materials and components from our suppliers in the quantities we require or on favorable terms.

For information regarding environmental accruals, refer to Note [removed: 15,] [added: 13,] “Commitments and Contingencies,” in the notes to the consolidated financial statements included herein.

Compliance with federal, state, local and foreign environmental laws during fiscal [removed: 2023 had no] [added: 2024 did not have a] material impact on our capital expenditures, results of operations or cash flows.

As of September 30, [removed: 2023,] [added: 2024,] we had approximately [removed: 15,500] [added: 16,600] full-time, part-time and temporary employees.

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

Collective bargaining agreements between us and these labor unions expire at various dates up to [removed: September 2027.][added: January 2029.]

The Company’s Management Development Program (“MDP”) identifies new talent and [removed: prepares them] [added: prepare candidates] for success within our organization.

The Company actively recruits for MDP candidates at colleges and universities across the U.S. to [removed: ensure we are reaching] [added: help reach] a large and diverse pool of candidates.

The program hires recent Master of Business Administration graduates who work for three eight-month periods at [removed: a selection of] [added: selected TransDigm] operating units.

Program participants gain experience in developing, manufacturing, and selling aerospace components with the intent of becoming fully immersed in [removed: the operations of] our [removed: business.][added: business operations.]

Our goal [removed: for] [added: is to onboard] successful MDP participants [removed: is to hire them on a] [added: as] full-time [removed: basis] [added: employees] at [removed: an] [added: one of our] operating [removed: unit] [added: units] upon completion of the program.

This informal mentorship achieves a number of goals, including accelerating the development of top performers, [removed: increasing] [added: fosters] organizational learning, [removed: and improving] [added: enhances] employee performance and [removed: retention.][added: contributes to our retention efforts.]

TransDigm University, MDP, [added: JMO,] various internship programs and informal mentoring demonstrates the Company’s ongoing commitment and initiatives towards accelerating the development of our future leaders.

Our products are represented in nearly every commercial and military aircraft in service today.

We also maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace component businesses with significant aftermarket content, where we see a clear path to value creation.

Since the inception of our company in 1993, we have acquired 93 businesses and various product lines.

Refer to Note 2, “Acquisitions,” in the notes to the consolidated financial statements included herein for information on the recent acquisitions.

Our portfolio of products encompasses a vast array of essential components that play pivotal roles on commercial aerospace and defense platforms, as well as other products.

For example, TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep passengers and pilots safe; parachutes that protect soldiers, sailors and airmen; and space telescope equipment that helps the National Aeronautics and Space Administration (“NASA”) better understand the universe.

EBITDA As Defined is not a measurement of financial performance under U.S. GAAP.

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

The teams are generally defined based on a grouping of related products with similar functionality, engineering designs and/or applications.

The team consists of physically co-located, cross functional personnel who in turn focus their efforts entirely on the products and customers they serve.

The team implements the three core value drivers of obtaining profitable new business, carefully controlling the cost structure via productivity and cost improvements and pricing our highly engineered value-added products to fairly reflect the value we provide.

The business unit manager drives and directs the activities of the team based on customer needs.

The business unit team, inclusive of operations, engineering, quality and sales, and the customer work together through the design and development of a product.

In fiscal 2024, the commercial aerospace industry continued to rebound from the adverse impacts of the COVID-19 pandemic.

Since February 2024, both domestic and international RPKs have surpassed 2019 (i.e., pre-pandemic) levels and have remained on a steady growth trend.

The 2025 leading indicators or industry consensus suggest a continuation of current trends supported by continued RPK growth.

Airline demand for new aircraft remains high, and the OEMs are working to increase aircraft production.

However, aircraft production rates remain well below pre-pandemic levels as the struggles in the OEM supply chain persist.

Due to these factors, it is difficult to accurately predict the OEM build rates for 2025.

These include new touchless products and environmentally friendly products, such as the brushless starter generator and sustainable decorative laminates.

Defense sales in fiscal 2024 increased compared to fiscal 2023 at a higher rate than in recent fiscal years due to improving U.S. Government defense spend outlays.

DOD budgets have trended upwards as geopolitical challenges such as the ongoing conflicts between Russia and Ukraine and Israel and Hamas, and military modernization efforts are driving demand.

To support the advancement of our employees, we offer comprehensive training and development programs to empower internal career progression.

We employ a blend of structured and informal initiatives to identify, nurture and retain exceptional individuals at both the corporate and operating unit levels.

The Junior Military Officer (“JMO”) Rotational Program at TransDigm is a structured one-year development initiative, consisting of two 6-month rotational assignments in specified regions, including Southern California, Greater New York City and Cleveland, Ohio.

Participants rotate through key functional groups, such as operations, product development, sales and marketing, supply chain and program management.

Each JMO is paired with a dedicated military veteran mentor at TransDigm, often former JMOs who have successfully made the transition to civilian careers and now hold executive roles at TransDigm.

After completing the program, each participant is well-prepared to assume a leadership position at one of TransDigm’s operating units.

We created this program to specifically recruit JMOs because of their leadership skills, adaptability and attention to detail, which are qualities that align with TransDigm’s commitment to excellence in the aerospace and defense industry.

The executive team dedicates substantial time to assessing our pool of future leaders, ensuring that we have the people and skills necessary to continue driving our business forward.

Additionally, we understand the importance of maintaining a work-life balance, which is why our employees receive paid time off and enjoy designated holidays.

Featuring performance-based stock options, these plans are integral to our equity-based compensation strategy.

As we cultivate a culture of growth and excellence, we firmly believe that the use of performance-based stock options will continue to be a key element in retaining our essential employees and attracting future talent.

*Diversity, Equity and Inclusion*

At TransDigm, we highly value the contributions of diverse perspectives, fresh ideas and varied experiences.

Our commitment to diversity is more than just an organizational goal; it is a fundamental principle that drives innovation, enhances our competitive edge and ultimately leads to better outcomes for all stakeholders.

To gauge our progress, we annually review and assess our diversity initiatives and metrics.

We strive for improvement each year.

Furthermore, our commitment to DEI is interwoven into our internal training programs, communications and conferences, ensuring that diversity remains at the forefront of our organizational culture.

We are focused on establishing, maintaining and operating our facilities, with a strong emphasis on process safety and risk mitigation.

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

COVID-19 restructuring costs represented actions primarily taken by the Company in fiscal 2021 and 2020 only, to reduce its workforce to align with customer demand, as well as incremental costs related to the pandemic that were not expected to recur once the pandemic subsided and were clearly separable from normal operations (e.g., additional cleaning and disinfecting of facilities by contractors above and beyond normal requirements, personal protective equipment).

The commercial aerospace industry was significantly disrupted by the COVID-19 pandemic and its adverse impact on air travel worldwide.

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

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

In fiscal years 2015 through 2019, defense market net sales ranged from 29% to 37% of total net sales.

As the commercial aerospace industry continues to recover, defense market net sales continue to 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 2022 and this trend has continued in fiscal 2023, as defense sales represented 39% of net sales compared to 43% of net sales in fiscal 2022 and 50% of net sales in fiscal 2021.

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.

Commercial air travel in domestic markets continues to lead the air traffic recovery with most domestic markets nearing, achieving or surpassing pre-pandemic air traffic levels.

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.

The commercial OEM market recovery is progressing with airlines returning to the commercial OEMs to place orders; however, the continuation of commercial OEM supply chain challenges impacting 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 2024.

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

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

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

To support the advancement of our employees, we offer training and development programs encouraging advancement from within and continue to fill our team with strong and experienced management talent.

We leverage both formal and informal programs to identify, foster, and retain top talent at both the corporate and operating unit level.

The executive team also commits substantial time to evaluating the bench strength of our leadership and working with our leadership to improve their performance.

To assist employees with financial empowerment, we offer retirement savings plans.

TransDigm employees also receive paid time off and holidays.

TransDigm’s equity compensation plans provide for the granting of performance-based stock options.

Equity compensation, and specifically stock options, is a significant component of TransDigm’s equity-based compensation strategy and value-based culture.

Our approach to equity has a track record of success and we believe that the continued use of performance-based stock options will help retain the Company’s key employees and recruit the talented minds of the future.

*Diversity*

At TransDigm, we value new ideas, different experiences and fresh perspectives, and we firmly believe this is enhanced by a more diverse workforce throughout all levels of our organization.

Diversity and inclusion make us stronger as a company – it is critical to innovation, provides a competitive advantage, yields better outcomes, and in turn, enables us to better deliver for all of our stakeholders.

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.

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

Our commitment to manufacturing the safest, highest quality products is matched by our commitment to keeping our employees healthy and safe as they work to produce these products.

We are dedicated to building, designing, maintaining, and operating our facilities to effectively manage process safety and other hazards, and to minimize risks.

We also seek to empower and support our employees to prevent accidents and promote a safe environment.

Our operating units report on environmental health and safety matters to the TransDigm executive management on a monthly basis.

Information with respect to our legal proceedings is contained in Note 15, “Commitments and Contingencies,” within the notes to the consolidated financial statements included herein.

For the fiscal year ended September 30, [removed: 2023][added: 2024]

[removed: (Registrants’] [added: (Registrant’s] telephone number, including area code)

[added: |] Securities registered pursuant to Section 12(b) of the Act: [added: | | | | | | | | | | | | | | |]

| Title of each [removed: class] [added: class:] | | | | | | Trading [removed: symbol] [added: Symbol:] | | | | | | Name of [added: each] exchange on which [removed: registered] [added: registered:] | | |

| [removed: Common] [added: Common] Stock, $0.01 par [removed: value] [added: value] | | | | | | [removed: TDG] [added: TDG] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

[added: |] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company or an emerging growth company. [added: See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | |]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March [removed: 31, 2023,] [added: 29, 2024,] based upon the last sale price of such voting and non-voting common stock on that date, was [removed: $39,444,381,187.][added: $67,692,346,777.]

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was [removed: 55,314,104] [added: 56,230,448] as of October 31, [removed: 2023.][added: 2024.]

Documents incorporated by reference: Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2024] [added: 2025] Annual Meeting of Shareholders expected to be held on March [removed: 7, 2024] [added: 6, 2025] are incorporated by reference into Part III of this Annual Report on Form 10-K.

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| | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if2cd8f0dbdf24c3984207d8df292fec7_100)] [added: DATA](#ia540db7ef20843f798b73c66e5a70ea8_103)] | | | [removed: [79](#if2cd8f0dbdf24c3984207d8df292fec7_100)] [added: [81](#ia540db7ef20843f798b73c66e5a70ea8_103)] | | |

They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including [removed: those described] [added: the risks outlined] under “Risk Factors” in this Annual Report on Form 10-K.

For example, “fiscal year [removed: 2023”] [added: 2024”] or “fiscal [removed: 2023”] [added: 2024”] means the period from October 1, [removed: 2022] [added: 2023] to September 30, [removed: 2023.][added: 2024.]

| 1350 Euclid Avenue, | | | Suite 1600, | | | Cleveland, | | | Ohio | | | | | | 44115 | | |

(Former name, former address and former fiscal year, if changed since last report.)

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| [ITEM 1](#ia540db7ef20843f798b73c66e5a70ea8_1838)[C](#ia540db7ef20843f798b73c66e5a70ea8_1838) | | | [CYBERSECURITY](#ia540db7ef20843f798b73c66e5a70ea8_1838) | | | [18](#ia540db7ef20843f798b73c66e5a70ea8_1838) | | |

| 1301 East 9th Street, | | | Suite 3000, | | | Cleveland, | | | Ohio | | | | | | 44114 | | |

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

We have established a risk-based cybersecurity and information security program (“program”) designed to assess, identify, and manage material risks from cybersecurity threats.

Our cybersecurity risk management process includes policies that specify the requirements for technical security controls, monitoring systems, tools and services from third-party providers, and employee training and awareness.

Our cybersecurity risk management process also includes regular independent audits across our operating units.

Management oversees our cybersecurity risk management process in order to assess and manage material risks from cybersecurity threats identified by both internal and external threat intelligence.

Our program monitors and evaluates risks from cybersecurity threats, and we aim to adapt our program and related processes accordingly.

As adopted by our businesses, which has been overseen by our corporate executive team, we have a cybersecurity incident response plan that outlines our policies and procedures for managing a cybersecurity incident.

Our businesses are required to conduct regular exercises of their incident response plan as part of our program.

The multi-layered framework on which our cybersecurity and information security program is built incorporates cybersecurity standards and certain requirements of the National Institute of Standards and Technology (“NIST”) Special Publication 800-171—Protecting Controlled Unclassified Information in Non-Federal Systems and Organizations—along with other legal and regulatory requirements.

However, this does not mean that we meet any particular technical standards, specifications, or requirements, but rather that we use NIST and other cybersecurity standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity and information security program is led by the Company’s Vice President of Cybersecurity (“VPoC”) who reports to our Chief Financial Officer.

Our VPoC has served as a technology leader of cybersecurity, information security, infrastructure, and operational functions for over 35 years.

The VPoC is supported by the Incident Response Team (“IRT”), a management committee made up of the Co-Chief Operating Officers, Chief Financial Officer, and executives in legal, finance, IT, and audit.

The IRT supports the VPoC in assessing and managing risks from cybersecurity threats and in the event of a cybersecurity incident, provides oversight and leadership with respect to incident response.

We have in place an incident response plan to identify, respond to, and recover from cybersecurity threats and cybersecurity incidents.

In the event of a potentially material cybersecurity incident, as determined by the VPoC with support from legal, as needed, the IRT is notified through an established escalation protocol.

The Chair of the Audit Committee is also notified and briefed, and meetings of the Audit Committee and/or full Board of Directors would be held as appropriate.

We maintain a relationship with a third-party forensic vendor available for incident response and investigation.

Additionally, we maintain cybersecurity insurance.

The Company’s Board of Directors oversees our enterprise risk management (“ERM”) program and has delegated the primary responsibility for its oversight, which includes oversight of cybersecurity risk, to the Audit Committee.

The Audit Committee is informed of about material risks from cybersecurity threats through regular discussion with management regarding cybersecurity risk mitigation and cybersecurity incident management.

Executive management, including our VPoC, regularly presents to the Audit Committee regarding cybersecurity matters, including program updates, key metrics, and developments.

The ERM program inventories and classifies key risk areas.

We employ a methodology for scoring the risks based on the probability and impact of individual risks and discuss and implement countermeasures to address the risks.

Based on the information we have as of the date of this Annual Report on Form 10-K, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

For further information about risks related to cybersecurity threats, refer to Item 1A.

“Risk Factors.”

TransDigm’s principal owned properties (defined as greater than [removed: 20,000] [added: 30,000] square feet or related to a principal operation) as of September 30, [removed: 2023] [added: 2024] are as follows:

| Brea, CA [removed: (1)] | | | | | | Airframe | | | | | | 315,000 | | |

| Montreal, [added: Quebec,] Canada | | | | | | Airframe | | | | | | 271,700 | | |

| Liberty, SC [removed: (1)] | | | | | | Power & Control | | | | | | 219,000 | | |

| Liverpool, NY | | | | | | Power & Control | | | | | | [removed: 197,100] [added: 128,900] | | |

| Kent, OH [removed: (1)] | | | | | | Airframe | | | | | | 185,000 | | |

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

| Coachella, CA [removed: (1)] | | | | | | Power & Control | | | | | | 140,000 | | |

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

| Kent, WA [removed: (1)] | | | | | | Airframe | | | | | | 100,000 | | |

| Valencia, CA [removed: (1)] | | | | | | Airframe | | | | | | 88,400 | | |

| Addison, IL [removed: (1)] | | | | | | Power & Control | | | | | | 83,300 | | |

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

| Rancho Cucamonga, CA [removed: (1)] | | | | | | Power & Control | | | | | | 47,000 | | |

TransDigm’s principal leased properties (defined as greater than [removed: 20,000] [added: 30,000] square feet or related to a principal operation) as of September 30, [removed: 2023] [added: 2024] are as follows:

| Kunshan, China | | | | | | Airframe | | | | | | [removed: 99,500] [added: 98,500] | | |

| Miesbach, Germany | | | | | | Power & Control | | | | | | [removed: 85,600] [added: 83,600] | | |

| St. Paul, MN | | | | | | Airframe | | | | | | [removed: 66,600] [added: 49,600] | | |

| [removed: Ashford,] [added: Middlesex,] United Kingdom | | | | | | Power & Control | | | | | | [removed: 28,000] [added: 84,000] | | |

| [removed: Niagara Falls, NY] [added: Livermore, CA] | | | | | | Airframe | | | | | | [removed: 24,200] [added: 73,200] | | |

Our Cleveland, OH and [removed: Pasadena,] [added: Newport Beach,] CA corporate facilities house our principal executive offices, and we currently lease approximately [removed: 20,100] [added: 26,000] square feet and [removed: 5,300] [added: 5,800] square feet, respectively, for those purposes.

| Palo Alto, CA | | | | | | Power & Control | | | | | | 257,000 | | |

| Beverly, MA | | | | | | Power & Control | | | | | | 163,000 | | |

| Woodland, CA | | | | | | Power & Control | | | | | | 60,000 | | |

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| Portsmouth, United Kingdom | | | | | | Airframe | | | | | | 193,500 | | |

| Bethpage, NY | | | | | | Power & Control | | | | | | 98,000 | | |

| Delta, British Columbia, Canada | | | | | | Airframe | | | | | | 59,300 | | |

| Palo Alto, CA | | | | | | Power & Control | | | | | | 44,300 | | |

| Palm Bay, FL | | | | | | Power & Control | | | | | | 42,000 | | |

| Los Angeles, CA | | | | | | Airframe | | | | | | 33,200 | | |

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

| Plymouth, MN | | | | | | Airframe | | | | | | 25,000 | | |

| Melaka, Malaysia | | | | | | Power & Control | | | | | | 24,800 | | |

| Cheveley, United Kingdom | | | | | | Airframe | | | | | | 24,000 | | |

| Broussard, LA | | | | | | Airframe | | | | | | 22,000 | | |

| Deerfield Beach, FL | | | | | | Non-aviation | | | | | | 20,000 | | |

(1)Subject to mortgage liens under our senior secured credit facility, our 6.25% secured notes due March 15, 2026 (“2026 Secured Notes”), our 6.75% secured notes due August 15, 2028 (“2028 Secured Notes”) and our 6.875% secured notes due December 15, 2030 (“2030 Secured Notes”).

| Dayton, NV | | | | | | Airframe | | | | | | 144,000 | | |

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

| Nogales, Mexico | | | | | | Airframe | | | | | | 27,000 | | |

| Redhill, United Kingdom | | | | | | Airframe | | | | | | 22,700 | | |

| Ravenna, OH | | | | | | Airframe | | | | | | 22,500 | | |

| Pennsauken, NJ | | | | | | Airframe | | | | | | 20,500 | | |

As of October [removed: 12, 2023,] [added: 9, 2024,] there were [removed: 34] [added: 30] stockholders of record of our common stock and approximately [removed: 434,000] [added: 836,000] beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers.

[removed: During fiscal 2022, TD Group’s] [added: On September 19, 2024, the Company's] Board of Directors [removed: (the “Board”)] [added: authorized and] declared a special cash dividend of [removed: $18.50 (in August 2022)] [added: $75.00] on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options [removed: granted] [added: outstanding] under its stock option plans.

On November [removed: 9,] [added: 27,] 2023, the Company [removed: announced that TD Group's Board of Directors authorized and declared] [added: paid] a special cash dividend of $35.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.

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

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: 2018,] [added: 2019,] and its relative performance is tracked through September 30, [removed: 2023.][added: 2024.]

[removed: ][added: ]

*$100 invested on [removed: 9/30/2018] [added: 9/30/2019] in stock or index, including reinvestment of dividends.

Copyright [removed: 2023] [added: 2024] Standard & Poor’s, a division of S&P Global.

| | | | [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] | | | | | | [removed: 9/30/2023] [added: 9/30/2024] | | |

No repurchases were made under the program [removed: during] [added: in] fiscal [added: 2024 or] 2023.

As of September 30, [removed: 2023,] [added: 2024,] $1,288 million remains available for repurchase under the $2,200 million stock repurchase program.

The total cash payment, funded by a combination of $3,000 million in new senior secured debt and existing cash on hand, related to the special dividend and dividend equivalents was approximately $4,348 million in October 2024.

| TransDigm Group Inc. | | | 100.00 | | | | | | 96.51 | | | | | | 126.87 | | | | | | 109.61 | | | | | | 176.10 | | | | | | 308.97 | | |

| S&P 500 Index | | | 100.00 | | | | | | 115.15 | | | | | | 149.70 | | | | | | 126.54 | | | | | | 153.89 | | | | | | 209.84 | | |

| S&P Aerospace & Defense Select Index | | | 100.00 | | | | | | 82.62 | | | | | | 114.25 | | | | | | 88.47 | | | | | | 109.07 | | | | | | 154.59 | | |

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

| 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 | | |

As of September 30, [removed: 2023,] [added: 2024,] 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 Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of TD Group’s disclosure controls and procedures.

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“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: 2023.][added: 2024.]

Based on our assessment, management concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2023.][added: 2024.]

The Company is currently integrating the [removed: acquisition] [added: acquisitions] into its operations, compliance programs and internal control processes.

As permitted by SEC rules and regulations, the Company has excluded [removed: the acquisition] [added: these acquisitions] from management's evaluation of internal controls over financial reporting as of September 30, [removed: 2023.][added: 2024.]

[removed: The acquisition] [added: These acquisitions] constituted approximately [removed: 4%] [added: 9.8%] of the Company's total assets (inclusive of acquired intangible [removed: assets)] [added: assets and goodwill)] as of September 30, [removed: 2023] [added: 2024,] and approximately [removed: 2%] [added: 2.0%] and [removed: 1%] [added: 0.0%] of the Company's net sales and income from continuing operations before income taxes, respectively, for the fiscal year ended September 30, [removed: 2023.][added: 2024.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited TransDigm Group Incorporated’s internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: Calspan Corporation (“Calspan”),] [added: Raptor Scientific, the Electron Device Business of Communications & Power Industries (“CPI's Electron Device Business”), SEI Industries LTD (“SEI”) or FPT Industries LLC (“FPT”),] which [removed: is] [added: are] included in the [removed: 2023] [added: 2024] consolidated financial statements of the Company and constituted [removed: 4%] [added: 9.8%] of total assets as of September 30, [removed: 2023] [added: 2024] and [removed: 2%] [added: 2.0%] and [removed: 1%] [added: 0.0%] 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: Calspan.][added: Raptor Scientific, CPI's Electron Device Business, SEI or FPT.]

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated November [removed: 9, 2023] [added: 7, 2024] expressed an unqualified opinion thereon.

During fiscal 2024, the Company completed the acquisitions of Raptor Scientific, CPI’s Electron Device Business, SEI and FPT.

November 7, 2024

During the third quarter of fiscal 2023, the Company completed the acquisition of Calspan.

November 9, 2023

On August 29, 2024, Kevin Stein, the Company’s President, Chief Executive Officer and Director, entered into a new “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) for the sale of 100,000 shares of common stock issuable upon the exercise of vested options intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which Rule 10b5-1 trading arrangement is scheduled to begin on December 12, 2024 and terminate no later than December 31, 2025.

On August 21, 2024, Joel Reiss, the Company’s Co-Chief Operating Officer, entered into a new “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) for the sale of 36,300 shares of common stock issuable upon the exercise of vested options intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which Rule 10b5-1 trading arrangement is scheduled to begin on November 20, 2024 and terminate no later than October 31, 2025.

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.

| Kevin Stein | | | | | | [removed: 57] [added: 58] | | | | | | President, Chief Executive Officer and Director | | |

| Michael Lisman | | | | | | [removed: 41] [added: 42] | | | | | | Co-Chief Operating Officer | | |

| Joel Reiss | | | | | | [removed: 53] [added: 54] | | | | | | Co-Chief Operating Officer | | |

| Sarah Wynne | | | | | | [removed: 49] [added: 50] | | | | | | Chief Financial Officer | | |

| Jessica L. Warren | | | | | | [removed: 41] [added: 42] | | | | | | General Counsel, Chief Compliance Officer and Secretary | | |

Mr. Stein was appointed [removed: President,] Chief Executive Officer and Director in April [removed: 2018.][added: 2018 and President in January 2017.]

Prior to that, Mr. Stein served as [removed: President and] Chief Operating Officer from January 2017 [removed: through] [added: to] March 2018 and Chief Operating [removed: Officer—Power] [added: Officer of the Power] and Control [added: segment] from October 2014 to December 2016.

Prior to joining TransDigm, Mr. Stein served as [removed: Executive Vice] President [removed: and President] of the Structurals division [removed: of Precision Castparts Corp. from November 2011 to October 2014] and Executive Vice President [removed: and President] of [removed: the Fasteners division of] Precision Castparts Corp. from [removed: January] 2009 [removed: through November 2011.][added: to 2014.]

Mr. Lisman also served as Vice President—Mergers and Acquisitions from January 2018 [removed: through] [added: to] 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.

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

Any person may receive a copy without charge by writing to us at TransDigm Group Incorporated, [removed: 1301 East 9th Street,] [added: 1350 Euclid Avenue,] Suite [removed: 3000,] [added: 1600,] Cleveland, Ohio [removed: 44114.][added: 44115.]

The procedure by which stockholders may recommend nominees to our Board of Directors will be set forth under the caption [removed: “Stockholder] [added: “Shareholder] Proposals for [removed: 2024] [added: the 2025] Annual Meeting” in our Proxy Statement, which is incorporated herein by reference.

Mr. Lisman was Vice President at Warburg Pincus from 2011 to 2015 and has previous experience in both private equity and investment banking roles at The Carlyle Group and Morgan Stanley.

| Jorge L. Valladares III | | | | | | 49 | | | | | | Co-Chief Operating Officer (through September 30, 2023) and Director | | |

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.

Prior to that, Mr. Valladares served as Chief Operating 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.

The information regarding security ownership of certain beneficial owners and management will be set forth under the [removed: caption] [added: captions “Beneficial Ownership of Equity Securities of TransDigm” and] “Security Ownership of Certain Beneficial [removed: Owners and Management”] [added: Owners”] in our Proxy Statement, which is incorporated herein by reference.

(2)This amount represents [removed: 450,192, 4,246,321] [added: 74,215, 3,779,503] and [removed: 223,945] [added: 561,109] shares subject to outstanding stock options under our 2006 stock incentive plan, 2014 stock option plan and 2019 stock option plan, respectively.

No further grants may be made under our 2006 stock incentive [added: plan and 2014 stock option] plan, although outstanding stock options continue in force in accordance with their terms.

(3)This amount represents remaining shares available for award under our [removed: 2014 stock option plan and] 2019 stock option plan.

| Equity compensation plans approved by security holders (1) | | | | | | 4,414,827 | | | (2) | | | $ | 489.70 | | | | | 3,435,370 | | | (3) | | |

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

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#if2cd8f0dbdf24c3984207d8df292fec7_103)] [added: F-[1](#ia540db7ef20843f798b73c66e5a70ea8_106)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[3](#if2cd8f0dbdf24c3984207d8df292fec7_106)] [added: F-[3](#ia540db7ef20843f798b73c66e5a70ea8_109)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[4](#if2cd8f0dbdf24c3984207d8df292fec7_112)] [added: F-[4](#ia540db7ef20843f798b73c66e5a70ea8_115)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[5](#if2cd8f0dbdf24c3984207d8df292fec7_115)] [added: F-[5](#ia540db7ef20843f798b73c66e5a70ea8_118)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[6](#if2cd8f0dbdf24c3984207d8df292fec7_118)] [added: F-[6](#ia540db7ef20843f798b73c66e5a70ea8_121)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[7](#if2cd8f0dbdf24c3984207d8df292fec7_121)] [added: F-[7](#ia540db7ef20843f798b73c66e5a70ea8_124)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_124)[8](#if2cd8f0dbdf24c3984207d8df292fec7_124)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_127)[8](#ia540db7ef20843f798b73c66e5a70ea8_127)] to [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_205)[44](#if2cd8f0dbdf24c3984207d8df292fec7_205)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_208)[45](#ia540db7ef20843f798b73c66e5a70ea8_208)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_211)[45](#if2cd8f0dbdf24c3984207d8df292fec7_211)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_214)[46](#ia540db7ef20843f798b73c66e5a70ea8_214)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit31articlesoforganiz.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit31articlesoforganiz.htm)] [added: [3.13](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit328articlesoforgani.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit328articlesoforgani.htm)] | | | | | | Articles of Organization, filed [removed: July 16, 2019,] [added: April 24, 2023,] of [removed: 703 City Center Boulevard,] [added: CTHC] LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit31articlesoforganiz.htm)] [added: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit328articlesoforgani.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit32firstamendedandre.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit32firstamendedandre.htm)] [added: [3.13](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit329firstamendedandr.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit329firstamendedandr.htm)] | | | | | | First Amended and Restated Operating Agreement of [removed: 703 City Center Boulevard,] [added: CTHC] LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 8, 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit32firstamendedandre.htm)] [added: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit329firstamendedandr.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)[6](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) | | |

| [removed: [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)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm)[7](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) | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)[10](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)[8](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) | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)[11](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)[9](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) | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3220.htm)[12](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3220.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3220.htm)[0](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3220.htm)] | | | | | | Certificate of Formation of 17111 Waterview Pkwy LLC | | | | | | [Incorporated by reference to Amendment No. 1 to TransDigm UK Holdings plc’s, TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed April 2, 2019 (File No. 333-228336)](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3220.htm) | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3221.htm)[13](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3221.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3221.htm)[1](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3221.htm)] | | | | | | Limited Liability Company Agreement of 17111 Waterview Pkwy LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 8, 2019 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3221.htm) | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)[14](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)[2](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.](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)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm)[3](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](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)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[4](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.](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)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[5](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: [3.1](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)] [added: [3.1](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)] | | | | | | 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: [3.1](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)] [added: [3.1](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 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.](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)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[18](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.](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)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-016106.txt)[19](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](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)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_66.htm)[0](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.](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)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/714124/000104746907005464/a2178691zex-3_67.htm)[1](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.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)[24](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)[2](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.](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)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm)[3](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.](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)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm)[4](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.](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)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm)[5](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: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex35.htm)[8](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)[6](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: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex36.htm)[9](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)[7](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.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)[30](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)[28](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.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)[31](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)] [added: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)[29](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.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)[32](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)[0](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.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)[33](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)[1](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.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm)[34](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex313.htm)[2](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.](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)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex314.htm)[3](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.](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)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm)[4](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.](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)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm)[5](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) | | |

| [3.107](http://www.sec.gov/ix?doc=/Archives/edgar/data/1260221/000126022124000046/tdg-20240330.htm) | | | | | | Certificate of Formation of CALSPAN JETS LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May](http://www.sec.gov/ix?doc=/Archives/edgar/data/1260221/000126022124000046/tdg-20240330.htm) [7](http://www.sec.gov/ix?doc=/Archives/edgar/data/1260221/000126022124000046/tdg-20240330.htm)[, 2024 (File No. 001-32833)](http://www.sec.gov/ix?doc=/Archives/edgar/data/1260221/000126022124000046/tdg-20240330.htm) | | |

| [3.109](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000046/exhibit38limitedliabilityc.htm) | | | | | | Certificate of Formation of Calspan Technology Acquisition LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 7, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000046/exhibit38limitedliabilityc.htm) | | |

| [3.16](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000046/exhibit32certificateofamen.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000046/exhibit32certificateofamen.htm) | | | | | | Certificate of Amendment to Certificate of Formation of FPT Industries LLC | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 7, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000046/exhibit32certificateofamen.htm) | | |

| [3.18](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3184amendedandresta.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3184amendedandresta.htm) | | | | | | Amended and Restated Certificate of Incorporation of Iceman Holdco, Inc. | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3184amendedandresta.htm) | | |

| [3.19](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3192secondamendedan.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3192secondamendedan.htm) | | | | | | Second Amended and Restated Limited Liability Company Agreement of King Nutronics, LLC | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3192secondamendedan.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit39amendedandrestate.htm)[19](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit39amendedandrestate.htm) | | | | | | Amended and Restated Certificate of Microwave Power Products, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 6, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit39amendedandrestate.htm) | | |

| [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit310restatedbylawsof.htm)[20](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit310restatedbylawsof.htm) | | | | | | Restated Bylaws of Microwave Power Products, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 6, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit310restatedbylawsof.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3221firstamendedand.htm)[21](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3221firstamendedand.htm) | | | | | | First Amended and Restated Limited Liability Company Agreement of Medtherm Labs, LLC | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3221firstamendedand.htm) | | |

| [3.25](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3251secondamendedan.htm)[1](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3251secondamendedan.htm) | | | | | | Second Amended and Restated Limited Liability Company Agreement of Raptor Labs HoldCo, LLC | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3251secondamendedan.htm) | | |

| [3.25](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3252firstamendedand.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3252firstamendedand.htm) | | | | | | First Amended and Restated Limited Liability Company Agreement of Raptor Labs Intermediate, LLC | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3252firstamendedand.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3258secondamendedan.htm)[58](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3258secondamendedan.htm) | | | | | | Second Amended and Restated Limited Liability Company Agreement of Sensor Concepts, LLC | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3258secondamendedan.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3274fourthamendedan.htm)[7](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3274fourthamendedan.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3274fourthamendedan.htm) | | | | | | Fourth Amended and Restated Limited Liability Company Agreement of Space Electronics LLC | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3274fourthamendedan.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3288certificateofar.htm)[88](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3288certificateofar.htm) | | | | | | Certificate of Articles of Incorporation of TestVonics, Inc. | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3288certificateofar.htm) | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3289secondamendedan.htm)[89](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3289secondamendedan.htm) | | | | | | Second Amended and Restated Bylaws of TestVonics, Inc. | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit3289secondamendedan.htm) | | |

| [4.11](http://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm) | | | | | | First Supplemental Indenture, dated as of March 22, 2024, 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, to the Indenture, dated as of February 27, 2024, 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 additional 6.375% Senior Secured Notes due 2029 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed March 22, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm) | | |

| [4.12](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | | | | | Indenture, dated as of September 19, 2024, 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 6.000% Senior Secured Notes due 2033 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed September 20, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | |

| [4.19](http://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | | | | | Form of TransDigm Inc.’s 7.125% Senior Secured Notes due 2031 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed November 28, 2023 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm) | | |

| [4.](http://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm)[21](http://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm) | | | | | | Form of TransDigm Inc.’s 6.625% Senior Secured Notes due 2032 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 28, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm) | | |

| [4.23](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | | | | | Form of TransDigm Inc.’s 6.00% Senior Secured Notes due 2033 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed September 20, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm) | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex101.htm)[0](http://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex101.htm) | | | | | | Amendment No. 14 and Incremental Revolving Credit Assumption Agreement, dated February 27, 2024, to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed February 28, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex101.htm) | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex101.htm)[1](http://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex101.htm) | | | | | | Amendment No. 15, Loan Modification Agreement and Refinancing Facility Agreement, dated March 22, 2024, relating to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders and Amendment, dated March 22, 2024, relating to the Guarantee and Collateral Agreement, dated June 23, 2006, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed March 22, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex101.htm) | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1260221/000119312524154269/d833756dex101.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312524154269/d833756dex101.htm) | | | | | | Amendment No. 16, Loan Modification Agreement and Refinancing Facility Agreement, dated June 4, 2024, to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed June 4, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524154269/d833756dex101.htm) | | |

| [10.5](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex101.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex101.htm) | | | | | | Amendment No. 17 and Incremental Revolving Credit Assumption Agreement, dated September 19, 2024, to the Second Amended and Restated Credit Agreement, dated June 4, 2014, among TransDigm Inc., TransDigm Group Incorporated, each subsidiary of TransDigm Inc. party thereto, the lenders party thereto, and Goldman Sachs Bank USA, as administrative agent and collateral agent for the lenders | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed September 20, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex101.htm) | | |

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

| [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit1067sixteenthamendm.htm)[67](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit1067sixteenthamendm.htm) | | | | | | Sixteenth Amendment to the Receivables Purchase Agreement dated as of May 28, 2024, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as Purchaser Agent for its Purchaser Group and as Administrator, and Wells Fargo Bank, National Association, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit1067sixteenthamendm.htm) | | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| [10.](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit101seventeenthamend.htm)[68](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit101seventeenthamend.htm) | | | | | | Seventeenth Amendment to the Receivables Purchase Agreement dated as of July 12, 2024, among TransDigm Receivables LLC, TransDigm Inc., PNC Bank, National Association, as a Committed Purchaser, as Purchaser Agent for its Purchaser Group and as Administrator, and Wells Fargo Bank, National Association, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 6, 2024 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022124000069/exhibit101seventeenthamend.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.](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm) | | | | | | Fourth Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan* | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm) | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1026tdg202210-k.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1026tdg202210-k.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1026tdg202210-k.htm) | | | | | | Amendment to Fourth Amended and Restated TransDigm Group Incorporated 2006 Stock Incentive Plan Dividend Equivalent Plan* | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 10, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1026tdg202210-k.htm) | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm) | | | | | | Amendment to Amended and Restated TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan* | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November 10, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm) | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm) | | | | | | Form of Amendment to Director Options to Effect Changes in Dividend Equivalent Payment Method* | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed August 9, 2022 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm) | | |

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#if2cd8f0dbdf24c3984207d8df292fec7_103)] [added: F-[1](#ia540db7ef20843f798b73c66e5a70ea8_106)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[3](#if2cd8f0dbdf24c3984207d8df292fec7_106)] [added: F-[3](#ia540db7ef20843f798b73c66e5a70ea8_109)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[4](#if2cd8f0dbdf24c3984207d8df292fec7_112)] [added: F-[4](#ia540db7ef20843f798b73c66e5a70ea8_115)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[5](#if2cd8f0dbdf24c3984207d8df292fec7_115)] [added: F-[5](#ia540db7ef20843f798b73c66e5a70ea8_118)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[6](#if2cd8f0dbdf24c3984207d8df292fec7_118)] [added: F-[6](#ia540db7ef20843f798b73c66e5a70ea8_121)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: F-[7](#if2cd8f0dbdf24c3984207d8df292fec7_121)] [added: F-[7](#ia540db7ef20843f798b73c66e5a70ea8_124)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_124)[8](#if2cd8f0dbdf24c3984207d8df292fec7_124)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_127)[8](#ia540db7ef20843f798b73c66e5a70ea8_127)] to [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_205)[44](#if2cd8f0dbdf24c3984207d8df292fec7_205)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_208)[45](#ia540db7ef20843f798b73c66e5a70ea8_208)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [F-](#if2cd8f0dbdf24c3984207d8df292fec7_211)[45](#if2cd8f0dbdf24c3984207d8df292fec7_211)] [added: [F-](#ia540db7ef20843f798b73c66e5a70ea8_214)[46](#ia540db7ef20843f798b73c66e5a70ea8_214)] | | |

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the “Company”) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated November [removed: 9, 2023] [added: 7, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As disclosed in Note [removed: 10,] [added: 8,] the Company had goodwill [removed: and indefinite-lived intangible assets (trademarks and trade names)] of [removed: $8.9] [added: $10.4] billion [removed: and $1.0 billion, respectively,] at September 30, [removed: 2023.] [added: 2024.] As discussed in Note [removed: 3] [added: 1] to the consolidated financial statements, goodwill [removed: and indefinite-lived intangible assets are] [added: is] 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 [removed: 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 [removed: 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 [added: company may also elect to bypass the qualitative assessment and perform a quantitative test for any or all reporting units. The] Company performed a quantitative assessment on the goodwill [removed: and indefinite-lived intangible assets] at [removed: five] [added: 14] of its reporting units. As part of the quantitative assessment, the Company determines the fair value of the reporting units [removed: 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: five] [added: 14] reporting units [removed: 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 [removed: units and indefinite-lived intangible assets,] [added: units,] 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: five] [added: 14] reporting units [removed: 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: five] [added: 14] reporting [removed: units and their indefinite-lived intangible assets.] [added: units.] 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: 2023] [added: 2024] AND [removed: 2022][added: 2023]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 3,472] [added: 6,261] | | | | | $ | [removed: 3,001] [added: 3,472] | |

| Trade accounts receivable—Net | | | [removed: 1,230] [added: 1,381] | | | | | | [removed: 967] [added: 1,230] | | |

| Inventories—Net | | | [removed: 1,616] [added: 1,876] | | | | | | [removed: 1,332] [added: 1,616] | | |

| Prepaid expenses and other | | | [removed: 420] [added: 511] | | | | | | [removed: 349] [added: 420] | | |

| Total current assets | | | [removed: 6,738] [added: 10,029] | | | | | | [removed: 5,649] [added: 6,738] | | |

| PROPERTY, PLANT AND EQUIPMENT—NET | | | [removed: 1,255] [added: 1,488] | | | | | | [removed: 807] [added: 1,255] | | |

| GOODWILL | | | [removed: 8,988] [added: 10,419] | | | | | | [removed: 8,641] [added: 8,988] | | |

| OTHER INTANGIBLE ASSETS—NET | | | [removed: 2,747] [added: 3,446] | | | | | | [removed: 2,750] [added: 2,747] | | |

| OTHER NON-CURRENT ASSETS | | | [removed: 242] [added: 204] | | | | | | [removed: 260] [added: 242] | | |

| TOTAL ASSETS | | | $ | [removed: 19,970] [added: 25,586] | | | | | $ | [removed: 18,107] [added: 19,970] | |

| Current portion of long-term debt | | | $ | [removed: 71] [added: 98] | | | | | $ | [removed: 76] [added: 71] | |

| Short-term borrowings—trade receivable securitization facility | | | [removed: 349] [added: 486] | | | | | | [removed: 350] [added: 349] | | |

| Accounts payable | | | [removed: 305] [added: 323] | | | | | | [removed: 279] [added: 305] | | |

| Accrued and other current liabilities | | | [removed: 854] [added: 1,216] | | | | | | [removed: 721] [added: 854] | | |

| Total current liabilities | | | [removed: 1,579] [added: 6,339] | | | | | | [removed: 1,426] [added: 1,579] | | |

| LONG-TERM DEBT | | | [removed: 19,330] [added: 24,296] | | | | | | [removed: 19,369] [added: 19,330] | | |

| DEFERRED INCOME TAXES | | | [removed: 627] [added: 766] | | | | | | [removed: 596] [added: 627] | | |

| OTHER NON-CURRENT LIABILITIES | | | [removed: 412] [added: 468] | | | | | | [removed: 482] [added: 412] | | |

| Total liabilities | | | [removed: 21,948] [added: 31,869] | | | | | | [removed: 21,873] [added: 21,948] | | |

| Common stock - $.01 par value; authorized 224,400,000 shares; issued [removed: 60,995,513] [added: 61,904,833] and [removed: 60,049,685] [added: 60,995,513] at September 30, [removed: 2023] [added: 2024] and September 30, [removed: 2022,] [added: 2023,] respectively | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,440] [added: 2,819] | | | | | | [removed: 2,113] [added: 2,440] | | |

| Accumulated deficit | | | [removed: (2,621)] [added: (7,362)] | | | | | | [removed: (3,914)] [added: (2,621)] | | |

| Accumulated other comprehensive loss | | | [removed: (98)] [added: (42)] | | | | | | [removed: (267)] [added: (98)] | | |

| Treasury stock, at cost; 5,688,639 shares at September 30, [removed: 2023] [added: 2024] and September 30, [removed: 2022,] [added: 2023,] respectively | | | (1,706) | | | | | | (1,706) | | |

| Total TD Group stockholders’ deficit | | | [removed: (1,984)] [added: (6,290)] | | | | | | [removed: (3,773)] [added: (1,984)] | | |

| | | | | | | Valuation of goodwill | | |

| Dividends payable | | | 4,216 | | | | | | — | | |

| Net income attributable to TD Group | | | $ | 1,714 | | | | | $ | 1,298 | | | | | $ | 866 | |

| Special dividends ($35.00 and $75.00 per share) and vested dividend equivalents declared | | | — | | | | | | — | | | | | | — | | | | | | (6,368) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,368) | | |

| Stock-based compensation activity | | | 909,320 | | | | | | — | | | | | | 245 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 245 | | |

| BALANCE—September 30, 2024 | | | 61,904,833 | | | | | | $ | 1 | | | | | $ | 2,819 | | | | | $ | (7,362) | | | | | $ | (42) | | | | | (5,688,639) | | | | | | $ | (1,706) | | | | | $ | 7 | | | | | $ | (6,283) | |

| Net income | | | $ | 1,715 | | | | | $ | 1,299 | | | | | $ | 867 | |

| Other investing transactions | | | 71 | | | | | | 1 | | | | | | 3 | | |

1.

*General Information*

Our products are represented in nearly every commercial and military aircraft in service today.

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “Company”, “TD Group”, “TransDigm”, “we,” “our” or “us” refer to TransDigm Group Incorporated and its subsidiaries.

*Basis of Presentation and Principles of Consolidation*

Of the 14 reporting units selected for quantitative testing, six reporting units primarily were either a recent acquisition or met certain criteria determined by management.

For the remaining eight reporting units, the Company elected to bypass the qualitative analysis and perform a quantitative test considering the length of time since the last determination of baseline fair values.

Sensitivity analyses were performed around certain of these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values.

Taxes related to Global Intangible Low-Taxed Income (“GILTI”) are treated as a current period expense when incurred.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses.

Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis.

This standard is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning one year later.

The Company is currently evaluating this standard to determine its impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature.

The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions.

The standard makes several other changes to income tax disclosure requirements.

This standard is effective for annual periods beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively.

Early adoption is permitted.

The Company is currently evaluating this standard to determine its impact on our disclosures.

Raptor Scientific – On July 31, 2024, the Company acquired all the outstanding stock of Raptor Scientific for approximately $647 million in cash.

Raptor Scientific is a leading global manufacturer of complex test and measurement solutions primarily serving the aerospace and defense end markets.

As of September 30, 2024, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed related to the acquisition of Raptor Scientific are subject to adjustment until the end of the respective measurement period.

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

The purchase price was allocated to identifiable assets and liabilities based on information available at the date of acquisition.

| Goodwill | | | | | | 426 | | | | | | | | | | | | | | | (1) | | |

(1)Based on the preliminary allocation of the net assets acquired, all of the approximately $426 million of goodwill and $197 million of other intangible assets recognized for the acquisition is expected to be deductible for tax purposes.

The acquisition was financed through existing cash on hand, inclusive of a portion of the cash proceeds from the new long-term debt issued during the first quarter of fiscal 2024 (refer to Note 10, “Debt,” for further disclosure of the aforementioned debt issuances).

The operating results of CPI’s Electron Device Business are included within TransDigm's Power & Control segment.

As of September 30, 2024, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed related to the acquisition of CPI's Electron Device Business are subject to adjustment until the end of the respective measurement period, including those related to deferred taxes and income taxes.

The Company accounted for the acquisition of CPI's Electron Device Business using the acquisition method of accounting and a third-party valuation appraisal and included the results of operations of the acquisition in its consolidated financial statements from the effective date of the acquisition.

The total purchase price was allocated to identifiable assets and liabilities based upon the respective fair value at the date of acquisition.

The allocation of the estimated fair value of assets acquired and liabilities assumed in the acquisition of CPI's Electron Device Business as of the June 6, 2024 acquisition date is summarized in the table below (in millions):