TransDigm Group (TDG) 10-K risk factor changes: FY2025 vs FY2024

[removed: *Set forth below] [added: *Below] are material risks and uncertainties that could negatively affect our business and financial condition and could cause our actual results to differ materially from those expressed in forward-looking statements contained in this report.

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

We [added: may] rely heavily on certain customers for much of our sales.

In fiscal year [removed: 2024,] [added: 2025,] no customer individually accounted for 10% or more of the Company’s net sales; however, our top ten customers for fiscal year [removed: 2024] [added: 2025] accounted for approximately [removed: 42%] [added: 40%] of our net sales.

We also have entered into multi-year, fixed-price contracts with some of our customers, pursuant to which we have agreed to perform the work [removed: for] [added: at] a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs of making these products.

Sometimes we accept a fixed-price contract for a product that we have not [removed: yet] [added: previously] produced, and this [removed: increases] [added: may increase] the risk of cost overruns or delays in the completion of the design and manufacturing of the product.

[removed: Any future] [added: Future] growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions.

Because we may actively pursue [removed: a number of] [added: multiple] opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including regulatory complications or difficulties in employing sufficient staff and maintaining operational and management oversight.

[removed: In addition, we] [added: We have a significant amount of indebtedness and] may be able to incur substantial additional indebtedness in the future.

All of the term loans under our term loan facility and the [removed: borrowings under our revolving credit] [added: trade receivable securitization] facility [removed: and the Securitization Facility] [added: (the “Securitization Facility”)] bear interest at variable rates [removed: primarily] based on the Term Secured Overnight Financing Rate (“Term SOFR”).

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

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

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

If we are unable to effectively provide for the succession of key personnel, senior management and our executive officers, including our [removed: President,] [added: President and] Chief Executive [removed: Officer and Director,] [added: Officer,] our business, results of operations, cash flows and financial condition may be adversely affected.

Public health crises, [removed: such as the COVID-19 pandemic,] and [removed: other] health pandemics, epidemics and outbreaks could adversely affect our business*.*

A significant public health [removed: crisis, such as the COVID-19 pandemic,] [added: crisis] could cause disruption to our operations.

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

We [removed: may have to] adjust the prices of some of our products [added: from time] to [added: time to] stay competitive.

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

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

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

Our net sales to foreign customers were [removed: approximately $2.9 billion] [added: $3,296 million] for the fiscal year ended September 30, [removed: 2024.][added: 2025.]

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

We continue to monitor the ongoing [removed: conflicts between Israel and Hamas and between] [added: geopolitical conflicts, such as] Russia and [removed: Ukraine] [added: 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 [removed: the Israel and Hamas and Russia and Ukraine] [added: these] conflicts in the short-term and long-term are difficult to predict.

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

Most of our U.S. Government contracts are based on a firm-fixed [removed: price.][added: price where we take the risk of cost overruns.]

On contracts for which the price is [added: not fixed but rather] based on the reimbursement of costs, the U.S. Government may review [removed: our] [added: incurred] costs and performance, as well as our accounting and general business practices.

Based on the results of such audits, the U.S. Government may adjust [removed: our] [added: the reimbursement of] contract-related costs and fees, including allocated indirect costs.

Furthermore, even where the price is not based on cost, the U.S. Government may seek to review [removed: our] costs to determine whether our pricing is “fair and reasonable.” Our subsidiaries are periodically subject to pricing reviews and government buying agencies that purchase some of our subsidiaries’ products are periodically subject to audits by the [removed: DOD] [added: U.S. Department of Defense (“DOD”)] with respect to prices paid for such products.

As a result of these audits, we could be asked to enter into an arrangement whereby our prices would be based on [removed: cost,] [added: costs approved by the auditor,] plus a nominal fee, the DOD could seek to pursue alternative sources of supply for our parts, or the U.S. Government could take other adverse actions with respect to our contracts.

If a government inquiry or investigation [removed: uncovers] [added: alleges] improper or illegal activities, we could be subject to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with U.S. Government agencies, any of which could materially adversely affect our reputation, business, financial condition, results of operations and cash flows.

Moreover, U.S. Government purchasing regulations contain [removed: a number of] [added: many] additional operational requirements, which do not apply to entities not engaged in government contracting.

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

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

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

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

Such events may result in possible negative consequences, such as disruption to our business operations, loss of proprietary information, ransom demands, loss of revenue, penalties, failure to comply with laws governing sensitive data, government enforcement, litigation or regulatory proceedings, negative publicity, loss of reputation, loss of intellectual property, loss of competitiveness or customers, increased security and compliance costs or other negative [removed: consequences.][added: consequences; however, the use of isolated systems by our operating units mitigates the pervasiveness of this risk.]

These actions and proceedings may involve claims for, among other things, compensation for alleged personal injury, workers’ compensation, employment discrimination, [added: financial improprieties] or breach of contract.

Identifiable intangible assets, which primarily include trademarks, trade names, customer relationships, and technology, were [removed: approximately $3.4 billion] [added: $3,454 million] at September 30, [removed: 2024,] [added: 2025,] representing [removed: approximately 13%] [added: 15%] of our total assets.

This risk is greater in a high inflationary environment.

Furthermore, entering into fixed-price contracts with the United States Government (“U.S. Government”), particularly for small-quantity or spot purchases made without reliable forecasts, exposes us to the risk of cost overruns and reduced margins if production costs increase or economies of scale cannot be achieved.

Changes in environmental and climate-related laws or regulations on greenhouse gas emissions may negatively impact us, our suppliers and customers.

The risks in this area continue to grow, and we expect cyber events will continue to accelerate in frequency and impact as threat actors increasingly use AI and other techniques to circumvent security controls, evade detection and remove forensic evidence.

Our business is subject to regulation under a variety of U.S. federal and state and non-U.S. laws, regulation and policies that require ongoing compliance efforts.

We could be adversely affected by the impact of failure, misuse or quality issues of our products.

We produce highly engineered aircraft components, and accordingly, the adverse impact of product quality issues, actual or perceived, can be significant.

A more diversified company with significant sales and earnings derived from outside the aerospace and defense sector may be able to recover more quickly from significant market disruptions such as the COVID-19 pandemic.

This risk is greater in a high inflationary environment, such as occurred in fiscal 2023 and fiscal 2024.

We have a significant amount of indebtedness.

As of September 30, 2024, our total indebtedness, excluding approximately $67 million in letters of credit outstanding, approximately $262 million of finance lease obligation liabilities and approximately $17 million of government refundable advances, was approximately $24 billion, which was approximately 134% of our total book capitalization.

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

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

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

The Company's objective is to maintain an allocation of at least 75% fixed rate and 25% variable rate debt thereby limiting its exposure to changes in near-term interest rates.

As of September 30, 2024, approximately 77% of our total debt was fixed rate.

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

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

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

In 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.

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

The increased prevalence of global climate change concerns may result in new regulations that may negatively impact us, our suppliers and customers.

We are continuing to evaluate short-, medium- and long-term risks related to climate change.

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 AI technologies may intensify our cybersecurity risks.

We could be adversely affected if one of our products causes an aircraft to crash.

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

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

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

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

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

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

As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, we may have to undertake additional costs to control, assess and report on ESG metrics.

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

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 epidemic, and conflicts abroad.

Additional examples include future geopolitical or other worldwide events, such as war, terrorist acts, or additional worldwide infectious disease outbreaks.

As a result of the substantial reduction in airline traffic resulting from the aforementioned events, the airline industry incurred large losses and financial difficulties.

Some carriers parked or retired a portion of their fleets and reduced workforces and flights.

For fiscal year [removed: 2024,] [added: 2025,] we generated net sales of [removed: $7,940] [added: $8,831] million, gross profit of [removed: $4,672] [added: $5,311] million or [removed: 58.8%] [added: 60.1%] of net sales, and net income attributable to TD Group of [removed: $1,714] [added: $2,074] million.

We believe we have achieved steady, long-term growth in sales and improvements in operating performance [added: we believe that] due to our competitive strengths and through execution of our value-driven operating strategy.

More specifically, [removed: we believe that] 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.

We maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace component businesses with significant aftermarket [removed: content.][added: content where we see a clear path to value creation through the application of our three core value drivers.]

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

Airline demand for new aircraft remains [removed: high,] [added: 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 [removed: persist.][added: and labor challenges persist, along with geopolitical challenges, though progress continues to be made in the build rates.]

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

For a variety of reasons, the military spending outlook is very uncertain, though recent DOD budgets have trended [removed: upwards.][added: upwards due to recent geopolitical challenge and conflicts, and current military modernization efforts.]

Defense sales in fiscal [removed: 2024] [added: 2025] increased compared to fiscal [removed: 2023 at a higher rate than in recent fiscal years] [added: 2024 primarily] due to [removed: improving] [added: continued] U.S. Government defense spend outlays.

| | | | [removed: 2024] [added: 2025] | | | | | | % of Net Sales | | | | | | [removed: 2023] [added: 2024] | | | | | | % of Net Sales | | |

| Net sales | | | $ | [removed: 7,940] [added: 8,831] | | | | | 100.0 | | % | | | | $ | [removed: 6,585] [added: 7,940] | | | | | 100.0 | | % |

| Cost of sales | | | [removed: 3,268] [added: 3,520] | | | | | | [removed: 41.2] [added: 39.9] | | % | | | | [removed: 2,743] [added: 3,268] | | | | | | [removed: 41.7] [added: 41.2] | | % |

| Selling and administrative expenses | | | [removed: 980] [added: 945] | | | | | | [removed: 12.3] [added: 10.7] | | % | | | | [removed: 780] [added: 980] | | | | | | [removed: 11.8] [added: 12.3] | | % |

| Amortization of intangible assets | | | [removed: 161] [added: 201] | | | | | | [removed: 2.0] [added: 2.3] | | % | | | | [removed: 139] [added: 161] | | | | | | [removed: 2.1] [added: 2.0] | | % |

| Income from operations | | | [removed: 3,531] [added: 4,165] | | | | | | [removed: 44.5] [added: 47.2] | | % | | | | [removed: 2,923] [added: 3,531] | | | | | | [removed: 44.4] [added: 44.5] | | % |

| Interest expense-net | | | [removed: 1,286] [added: 1,572] | | | | | | [removed: 16.2] [added: 17.8] | | % | | | | [removed: 1,164] [added: 1,286] | | | | | | [removed: 17.7] [added: 16.2] | | % |

| Refinancing costs | | | [removed: 58] [added: 11] | | | | | | [removed: 0.7] [added: 0.1] | | % | | | | [removed: 56] [added: 58] | | | | | | [removed: 0.9] [added: 0.7] | | % |

| Other income | | | [removed: (28)] [added: (47)] | | | | | | [removed: (0.4)] [added: (0.5)] | | % | | | | [removed: (13)] [added: (28)] | | | | | | [removed: (0.2)] [added: (0.4)] | | % |

| Income tax provision | | | [removed: 500] [added: 555] | | | | | | 6.3 | | % | | | | [removed: 417] [added: 500] | | | | | | 6.3 | | % |

| Income from continuing operations | | | [removed: 1,715] [added: 2,074] | | | | | | [removed: 21.6] [added: 23.5] | | % | | | | [removed: 1,299] [added: 1,715] | | | | | | [removed: 19.7] [added: 21.6] | | % |

| Less: Net income attributable to noncontrolling interests | | | [removed: (1)] [added: —] | | | | | | — | | % | | | | (1) | | | | | | — | | % |

| Net income attributable to TD Group | | | $ | [removed: 1,714] [added: 2,074] | | | | | [removed: 21.6] [added: 23.5] | | % | | | | $ | [removed: 1,298] [added: 1,714] | | | | | [removed: 19.7] [added: 21.6] | | % |

| Net income applicable to TD Group common stockholders | | | $ | [removed: 1,481] [added: 1,866] | | (1) | | | [removed: 18.7] [added: 21.1] | | % | | | | $ | [removed: 1,260] [added: 1,481] | | (1) | | | [removed: 19.1] [added: 18.7] | | % |

| Basic and diluted | | | $ | [removed: 25.62] [added: 32.08] | | (2) | | | | | | | | | $ | [removed: 22.03] [added: 25.62] | | (2) | | | | | |

| Cash dividends declared per common share | | | $ | [removed: 110.00] [added: 90.00] | | | | | | | | | | | $ | [removed: —] [added: 110.00] | | | | | | | |

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

| EBITDA | | | $ | [removed: 3,813] [added: 4,568] | | (3) | | | | | | | | | $ | [removed: 3,148] [added: 3,813] | | (3) | | | | | |

| EBITDA As Defined | | | $ | [removed: 4,173] [added: 4,760] | | (3) | | | [removed: 52.6] [added: 53.9] | | % | | | | $ | [removed: 3,395] [added: 4,173] | | (3) | | | [removed: 51.6] [added: 52.6] | | % |

(1)Net income applicable to TD Group common stockholders represents net income attributable to TD Group less special dividends declared or paid on participating securities, including dividend equivalents of [removed: $233] [added: $208] million and [removed: $38] [added: $233] million for the fiscal years ended September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

- Net Sales. Net organic sales and acquisition sales and the related dollar and percentage changes for the fiscal years ended September 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows (amounts in millions):

| | | | September 30, [removed: 2024] [added: 2025] | | | | | | September 30, [removed: 2023] [added: 2024] | | | | | | Change | | | | | | | | |

The increase in organic sales of [removed: $1,067] [added: $615] million for the fiscal year ended September 30, [removed: 2024] [added: 2025] compared to the fiscal year ended September 30, [removed: 2023] [added: 2024] is primarily related to increases in defense [removed: sales ($486 million, an increase of 18.9%), commercial OEM sales ($294 million, an increase of 20.4%)] and commercial [removed: aftermarket sales ($253 million, an increase of 12.0%).][added: aftermarket.]

[removed: The increase in commercial] [added: Commercial] aftermarket sales [removed: is] [added: increased in fiscal 2025 compared to fiscal 2024] primarily [removed: attributable] [added: due] to the [removed: continued recovery in commercial] [added: overall demand for] air travel [removed: demand and the] resulting [added: in] higher flight hours and utilization of [added: passenger and freight] aircraft [removed: in fiscal 2024 compared] [added: as global air traffic continues] to [removed: fiscal 2023, particularly internationally.][added: surpass pre-pandemic levels.]

- Cost of Sales and Gross Profit. Cost of sales increased by [removed: $525] [added: $252] million or [removed: 19.1%,] [added: 7.7%,] to [removed: $3,268] [added: $3,520] million for the fiscal year ended September 30, [removed: 2024] [added: 2025] compared to [removed: $2,743] [added: $3,268] million for the fiscal year ended September 30, [removed: 2023.][added: 2024.]

Cost of sales and the related percentage of net sales for the fiscal years ended September 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows (amounts in millions):

| | | | September 30, [removed: 2024] [added: 2025] | | | | | | September 30, [removed: 2023] [added: 2024] | | | | | | Change | | | | | | % Change | | |

| Cost of sales - excluding costs below | | | $ | [removed: 3,241] [added: 3,536] | | | | | $ | [removed: 2,744] [added: 3,241] | | | | | $ | [removed: 497] [added: 295] | | | | | [removed: 18.1] [added: 9.1] | | % |

| % of net sales | | | [removed: 40.8] [added: 40.0] | | % | | | | [removed: 41.7] [added: 40.8] | | % | | | | | | | | | | | | |

| Non-cash stock and deferred compensation expense | | | [removed: 21] [added: 15] | | | | | | [removed: 17] [added: 21] | | | | | | [removed: 4] [added: (6)] | | | | | | [removed: 23.5] [added: (28.6)] | | % |

We believe we are a leading global designer, producer and supplier of highly engineered proprietary aerospace components with significant aftermarket content.

We seek to develop highly customized products to solve specific needs for aircraft operators and manufacturers.

We attempt to differentiate ourselves based on engineering, service and manufacturing capabilities.

We believe that our products have strong brand names within the industry and that we have a reputation for high quality, reliability and strong customer support.

In fiscal 2025, demand for air travel remained strong both domestically and internationally.

In recent months, international air traffic growth has been outpacing domestic growth.

Passenger load factors remain strong and have reached record levels in recent months in certain markets.

Airbus has also encountered difficulties in ramping up production.

For fiscal 2025, the impact across TransDigm's operating units was uneven and varied, resulting in consolidated commercial OEM sales decreasing compared to fiscal 2024.

Likewise, delays in government spending outlays and government funding reprioritization can impact demand.

At various points in 2025, the U.S. Government announced new or higher tariffs on goods imported into the U.S. from numerous countries resulting in multiple countries countering with reciprocal tariffs and other actions in response.

Negotiations between the U.S. and other countries regarding the tariffs are ongoing and their status continues to evolve.

TransDigm is primarily a domestic manufacturer.

Because of this, tariffs did not have a significant impact on our fiscal 2025 operating results and we do not expect the tariffs to have a significant impact on our fiscal 2026 operating results.

However, we continue to monitor the developments on tariffs and other changes in trade policy for its potential impact on the economic environment and on our business and operating results.

Figures in the table may not recalculate exactly due to rounding.

Earnings per share is calculated using unrounded numbers.

Changes in Results of Operations

| Organic sales | | | $ | 8,510 | | | | | $ | 7,895 | | | | | $ | 615 | | | | | 7.7 | | % |

| Acquisition sales | | | 321 | | | | | | 45 | | | | | | 276 | | | | | | 3.5 | | % |

| Net sales | | | $ | 8,831 | | | | | $ | 7,940 | | | | | $ | 891 | | | | | 11.2 | | % |

| Inventory step-up amortization | | | 10 | | | | | | 21 | | | | | | (11) | | | | | | (52.4) | | % |

Foreign exchange rates continue to fluctuate; the loss is primarily attributable to the continued weakening of the U.S. dollar.

Loss contract amortization fluctuates primarily based on the rate of actual to forecasted shipments of the products covered under the onerous contract.

| Power & Control | | | $ | 4,559 | | | | | 51.6 | | % | | | | $ | 3,966 | | | | | 49.9 | | % | | | | $ | 593 | | | | | 15.0 | | % |

| Airframe | | | 4,112 | | | | | | 46.6 | | % | | | | 3,809 | | | | | | 48.0 | | % | | | | 303 | | | | | | 8.0 | | % |

| Non-aviation | | | 160 | | | | | | 1.8 | | % | | | | 165 | | | | | | 2.1 | | % | | | | (5) | | | | | | (3.0) | | % |

Net sales for the Airframe segment increased $303 million primarily from increases in organic sales in defense and commercial aftermarket.

| Power & Control | | | $ | 2,595 | | | | | 56.9 | | % | | | | $ | 2,251 | | | | | 56.8 | | % | | | | $ | 344 | | | | | 15.3 | | % |

| Airframe | | | 2,210 | | | | | | 53.7 | | % | | | | 1,962 | | | | | | 51.5 | | % | | | | 248 | | | | | | 12.6 | | % |

| Non-aviation | | | 67 | | | | | | 41.9 | | % | | | | 66 | | | | | | 40.0 | | % | | | | 1 | | | | | | 1.5 | | % |

EBITDA As Defined for the Power & Control and Airframe segments increased $344 million and $248 million, respectively, due to the increase in net sales described above, along with our application of our three core value-driven operating strategy.

| | | | 2025 | | | | | | 2024 | | |

*Significant Transactions* *of Fiscal 2025 and Subsequent Events*

*Debt Financing*

- On May 20, 2025, the Company completed the issuance of $2,650 million in 6.375% senior subordinated notes due 2033 (the “6.375% 2033 Notes”), which the net proceeds of approximately $2,615 million, along with existing cash on hand, were used to redeem all of its outstanding $2,650 million in 5.500% senior subordinated notes due 2027 (the “5.500% 2027 Notes”).

The redemption occurred on June 20, 2025.

Prior to the amendment, the Securitization Facility was fully drawn.

As of September 30, 2025, the Securitization Facility was fully drawn as the remaining $75 million available was drawn in the fourth quarter of fiscal 2025.

- On August 19, 2025, the Company completed $5,000 million in new debt issuances.

We believe our key competitive strengths include:

Large and Growing Installed Product Base with Aftermarket Revenue Stream. We provide components to a large and growing installed base of aircraft to which we supply aftermarket products.

We estimate that our products are installed on over 100,000 commercial transport, regional transport, military and general aviation fixed wing turbine aircraft and rotary wing aircraft.

Diversified Revenue Base. We believe that our diversified revenue base reduces our dependence on any particular product, platform or market channel and has been a significant factor in maintaining our financial performance.

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.

We expect to continue to develop new products for military and commercial applications.

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.

Our business strategy is made up of two key elements: (1) a value-driven operating strategy focused around our three core value drivers and (2) a selective acquisition strategy.

Value-Driven Operating Strategy. Our three core value drivers are:

- *Obtaining Profitable New Business.* We attempt to obtain profitable new business by using our technical expertise and application skill and our detailed knowledge of our customer base and the individual niche markets in which we operate.

We have regularly been successful in identifying and developing both aftermarket and OEM products to drive our growth.

- *Improving Our Cost Structure.* We are committed to maintaining and continuously improving our lean cost structure through detailed attention to the cost of each of the products that we offer and our organizational structure, with a focus on reducing the cost of each.

- *Providing Highly Engineered Value-Added Products to Customers.* We focus on the engineering, manufacturing and marketing of a broad range of highly engineered niche products that we believe provide value to our customers.

We believe we have been consistently successful in communicating to our customers the value of our products.

This has generally enabled us to price our products to fairly reflect the value we provide and the resources required to do so.

Selective Acquisition Strategy. We selectively pursue the acquisition of proprietary aerospace component businesses when we see an opportunity to create value through the application of our three core value-driven operating strategies.

The aerospace industry, in particular, remains highly fragmented, with many of the companies in the industry being small private businesses or small non-core operations of larger businesses.

We have significant experience among our management team in executing acquisitions and integrating acquired businesses into our company and culture.

As of the date of this report, we have successfully acquired 93 businesses and various product lines since our formation in 1993.

Many of these acquisitions have been integrated into an existing TransDigm production facility, which enables a higher production capacity utilization, which in turn improves gross profit levels due to the ability to spread the fixed manufacturing overhead costs over higher production volume.

In the case of larger acquisitions that consist of multiple product lines, we may pursue opportunities to divest certain acquired operating units that are not in line with our acquisition strategy.

Acquisitions during the most recent three fiscal years is described in Note 2, “Acquisitions” in the notes to the consolidated financial statements included herein.

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

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; however, it has continued to make steady improvement.

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.

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

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

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.

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.

| 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 | | % |

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

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

The increase in commercial OEM sales is primarily attributable to the continued recovery in both narrow-body and wide-body aircraft production and deliveries.

At September 30, [removed: 2024,] [added: 2025,] we had borrowings under our Term Loans Facility, which consists of four tranches of term loans of approximately [removed: $8,702] [added: $11,124] million, as well as [removed: $487] [added: $725] 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: 1.45%.][added: 1.35%.]

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: 19,] [added: 18,] “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.

As of September 30, [removed: 2024,] [added: 2025,] approximately [removed: 77%] [added: 75%] of our gross debt was fixed rate.

The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under our Term Loans Facility and Securitization Facility by approximately [removed: $30] [added: $57] million based on the amount of outstanding borrowings at September 30, [removed: 2024.][added: 2025.]

The weighted average interest rate on the [removed: $8,702] [added: $11,124] million of [added: the] term loans and the [removed: $487] [added: $725] million drawn on the Securitization Facility at September 30, [removed: 2024] [added: 2025] was [removed: 6.5%.][added: approximately 6.3%.]

For information about the fair value of the aggregate principal amount of borrowings under our term loans and the fair value of the senior secured and subordinated notes, refer to Note [removed: 18,] [added: 11,] “Fair Value Measurements,” in the notes to the consolidated financial statements included herein.

Because our consolidated financial statements are presented in U.S. dollars, increases or decreases in the value of the U.S. dollar relative to other currencies in which we transact business could materially adversely affect our net sales, net income and the carrying values of our assets located outside the U.S. [removed: Global economic uncertainty continues] [added: Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used] to [removed: exist.][added: offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies.]

The foreign currency forward exchange contracts entered into by the Company are described in Note [removed: 19,] [added: 18,] “Derivatives and Hedging Activities,” in the notes to the consolidated financial statements included herein.

A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the fiscal year ended September 30, [removed: 2024.][added: 2025.]

The information required by this Item is contained on pages [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_106)[1](#ia540db7ef20843f798b73c66e5a70ea8_106)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_127)[1](#i348eacf94acd4c1ca064b10a69770101_127)] through [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_214)[46](#ia540db7ef20843f798b73c66e5a70ea8_214)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_232)[39](#i348eacf94acd4c1ca064b10a69770101_232)] of this Report.

Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies.

We estimate that approximately 90% of our net sales for fiscal year [removed: 2024] [added: 2025] were generated by proprietary products.

We estimate that approximately 55% of our net sales in fiscal year [removed: 2024] [added: 2025] were generated from the aftermarket, the vast majority of which come from the commercial and military aftermarkets.

[added: Selective Acquisition Strategy.] We [removed: also] maintain a selective acquisition strategy, concentrating on proprietary commercial aerospace component businesses with significant aftermarket [removed: content,] [added: content] where we see a clear path to value [removed: creation.][added: creation through the application of our three core value drivers.]

Since the inception of our company in 1993, we have acquired [removed: 93] [added: 95] businesses and various product lines.

For example, TransDigm’s operating units make aircraft seatbelts and cockpit security systems that keep passengers and pilots safe; parachutes that protect [removed: soldiers, sailors and airmen;] [added: military personnel;] and [removed: space telescope] [added: specialized] equipment [removed: that helps] [added: for] the National Aeronautics and Space [removed: Administration] [added: Administration’s] (“NASA”) [removed: better understand the universe.][added: space telescopes, aiding in space exploration and scientific advancement.]

We predominantly serve customers in the commercial, regional, business jet and general aviation aftermarket, which [removed: accounted] [added: generally account] for [removed: approximately 31%] [added: 30% to 35%] of our [added: annual] net [removed: sales for fiscal year 2024;] [added: sales;] the commercial aerospace OEM market, comprising large commercial transport manufacturers and regional and business jet manufacturers, which [removed: accounted] [added: generally account] for [removed: approximately 27%] [added: 25% to 30%] of our [added: annual] net [removed: sales for fiscal year 2024;] [added: sales;] and the defense market (which includes defense OEMs and aftermarket sales to the U.S. and friendly foreign governments), which [removed: accounted] [added: generally account] for approximately [added: 35% to] 40% of our [added: annual] net [removed: sales for fiscal year 2024.][added: sales.]

Our top ten customers for fiscal year [removed: 2024] [added: 2025] accounted for approximately [removed: 42%] [added: 40%] of our net sales.

None of our customers individually accounted for greater than 10% of our net sales for fiscal year [removed: 2024.][added: 2025.]

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

Compliance with federal, state, local and foreign environmental laws during fiscal [removed: 2024] [added: 2025] did not have a material impact on our capital expenditures, results of operations or cash flows.

As of September 30, [removed: 2024,] [added: 2025,] we had approximately [removed: 16,600] [added: 16,500] full-time, part-time and temporary employees.

Approximately [removed: 17%] [added: 15%] of our full-time and part-time employees are represented by labor unions.

[removed: To support the advancement of our employees, we offer comprehensive training and] [added: We have established] development programs [added: such as TransDigm University] to empower internal career [removed: progression.][added: progression support the advancement of our employees.]

We [removed: are proud to] offer attractive benefits packages that attract, retain, motivate and reward our talent, and we are committed to providing our employees and their families with programs that support their health and overall well-being.

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

Our business strategy is made up of two key strengths: (1) successful execution of our value-driven operating strategy focused around our three core value drivers and (2) a selective acquisition strategy.

Value-Driven Operating Strategy. Our three core value drivers are:

- *Obtaining Profitable New Business.* We attempt to obtain profitable new business by using our technical expertise and application skill and our detailed knowledge of our customer base and the individual niche markets in which we operate.

We have regularly been successful in identifying and developing both aftermarket and OEM products to drive our growth.

- *Improving Our Cost Structure.* We are committed to maintaining and continuously improving our lean cost structure through detailed attention to the cost of each of the products that we offer and our organizational structure, with a focus on reducing the cost of each.

- *Providing Highly Engineered Value-Added Products to Customers.* We focus on the engineering, manufacturing and marketing of a broad range of highly engineered niche products that we believe provide value to our customers.

We believe we have been consistently successful in communicating to our customers the value of our products.

This has generally enabled us to price our products to fairly reflect the value we provide and the resources required to do so.

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

We believe that our diversified revenue base reduces our dependence on any particular product, platform or market channel and has been a significant factor in maintaining our financial performance.

Governmental Regulations

Refer to Item 1A.

“Risk Factors” for additional information about the impact of government regulations on our business.

We also have established recruiting programs to identify and hire new talent such as the Management Development Program (“MDP”), which involved the recruiting of recent masters program graduates at certain colleges and universities, and the Junior Military Officer (“JMO”) Program, which involves the recruiting of U.S. military veterans.

We believe we have achieved steady, long-term growth in sales and improvements in operating performance we believe that due to our competitive strengths and through execution of our value-driven operating strategy.

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

We attempt to differentiate ourselves based on engineering, service and manufacturing capabilities.

We typically choose not to compete for non-proprietary “build to print” business because it frequently offers lower margins than proprietary products.

We believe that our products have strong brand names within the industry and that we have a reputation for high quality, reliability and strong customer support.

Our business is well diversified due to the broad range of products that we offer to our customers.

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

The primary measurement used by management to review and assess the operating performance of each segment is EBITDA As Defined.

The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including non-cash compensation charges incurred in connection with the Company’s stock incentive or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition transaction-related expenses, and refinancing costs.

Acquisition transaction and integration-related expenses represent costs incurred to integrate acquired businesses into TD Group’s operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; and amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.

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.

Sales and Marketing

Consistent with our overall strategy, our sales and marketing organization is structured to continually develop technical solutions that meet customer needs.

In particular, we attempt to focus on products and programs that will lead to high-margin, repeatable sales in the aftermarket.

We have structured our sales efforts along our major product offerings, assigning a business unit manager that leads a business unit team.

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.

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

The business unit managers are assisted by account managers and sales engineers who are responsible for covering major OEM and aftermarket accounts.

Account managers and sales engineers are expected to be familiar with the personnel, organization and needs of specific customers to achieve total bookings and new business goals for each account and, together with the business unit managers, to determine when additional resources are required at customer locations.

Most of our sales personnel are evaluated, in part, on their bookings and their ability to identify and obtain new business opportunities.

Though typically performed by employees, the account manager function may be performed by independent representatives depending on the specific customer, product and geographic location.

We also use a number of distributors to provide logistical support as well as serve as a primary customer contact with certain smaller accounts.

Boeing Distribution Services, Inc. and Satair A/S (a subsidiary of Airbus S.A.S.) among others, are our major distributors.

Manufacturing and Engineering

We maintain approximately 120 manufacturing facilities.

Most of our manufacturing facilities are comprised of manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance.

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

Management believes that our manufacturing systems and equipment contribute to our ability to compete by permitting us to meet the rigorous tolerances and cost sensitive price structure of aircraft component customers.

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

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

We use sophisticated equipment and procedures to comply with quality requirements, specifications and aviation authority and OEM requirements.

We perform a variety of testing procedures as required by our customers, such as testing under different temperature, humidity and altitude levels, flammability testing, shock and vibration testing and X-ray fluorescent measurement.

These procedures, together with other customer approved techniques for document, process and quality control, are used throughout our manufacturing facilities.

Non-aerospace net sales comprised approximately 2% of our net sales for fiscal year 2024.

The markets in which we sell our products are, to varying degrees, cyclical and have experienced upswings and downturns.

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

We believe that the outcome of these matters will not have a material adverse effect on our financial position, results of operations, or cash flows.

From time to time, we are involved in matters that involve governmental authorities as a party under federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment.

We will report such matters that exceed, or that we reasonably believe may exceed, $1 million or more in monetary sanctions.

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

Pursuant to such regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required as we believe matters under this threshold are not material to the Company.

For the fiscal year ended September 30, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March [removed: 29, 2024,] [added: 28, 2025,] based upon the last sale price of such voting and non-voting common stock on that date, was [removed: $67,692,346,777.][added: $76,426,902,522.]

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was [removed: 56,230,448] [added: 56,318,584] as of October 31, [removed: 2024.][added: 2025.]

Documents incorporated by reference: Certain sections of the registrant’s definitive Proxy Statement to be filed in connection with its [removed: 2025] [added: 2026] Annual Meeting of Shareholders expected to be held on March [removed: 6, 2025] [added: 5, 2026] are incorporated by reference into Part III of this Annual Report on Form 10-K.

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Important factors that could cause actual results to differ materially from the forward-looking statements made in this Annual Report on Form 10-K include but are not limited to: the sensitivity of our business to the number of flight hours that our customers’ planes spend aloft and our customers’ profitability, both of which are affected by general economic conditions; supply chain constraints; increases in raw material costs, taxes and labor costs that cannot be recovered in product pricing; failure to complete or successfully integrate acquisitions; our indebtedness; current and future geopolitical or other worldwide events, including, without limitation, wars or conflicts and public health crises; cybersecurity threats; risks related to the transition or physical impacts of climate change and other natural disasters or meeting [removed: sustainability-related voluntary goals or] regulatory requirements; our reliance on certain customers; the United States (“U.S.”) defense budget and risks associated with being a government supplier including government audits and investigations; failure to maintain government or industry approvals; risks related to changes in laws and regulations, including increases in compliance [removed: costs;] [added: costs and] potential [added: changes in trade policies and tariffs; potential] environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with our international sales and operations; and other factors.

For example, “fiscal year [removed: 2024”] [added: 2025”] or “fiscal [removed: 2024”] [added: 2025”] means the period from October 1, [removed: 2023] [added: 2024] to September 30, [removed: 2024.][added: 2025.]

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 [removed: for managing a] [added: to identify, respond to, and recover from] cybersecurity [removed: incident.][added: threats and cybersecurity incidents.]

We maintain a relationship with [removed: a] third-party forensic [removed: vendor] [added: vendor(s)] available for incident response and investigation.

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

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

Our corporate headquarters is located in Cleveland, Ohio.

We maintain approximately 120 manufacturing facilities.

Most of our manufacturing facilities are comprised of manufacturing, distribution and engineering functions, and most facilities have certain administrative functions, including management, sales and finance and are a combination of leased and owned.

The facilities are situated in 25 states within the United States and in 14 other countries.

Our properties consist of sales and administrative offices and distribution centers as well as manufacturing plants.

None of our facilities are individually material to our operations.

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

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

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

| Location | | | | | | Reporting Segment | | | | | | Square Footage | | |

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

| Brea, CA | | | | | | Airframe | | | | | | 315,000 | | |

| Stillington, United Kingdom | | | | | | Airframe | | | | | | 274,800 | | |

| Montreal, Quebec, Canada | | | | | | Airframe | | | | | | 271,700 | | |

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

| Miesbach, Germany | | | | | | Power & Control | | | | | | 242,000 | | |

| Liberty, SC | | | | | | Power & Control | | | | | | 219,000 | | |

| Waco, TX | | | | | | Power & Control | | | | | | 218,800 | | |

| Ingolstadt, Germany | | | | | | Airframe | | | | | | 191,900 | | |

| Kent, OH | | | | | | Airframe | | | | | | 185,000 | | |

| Bridport, United Kingdom | | | | | | Airframe | | | | | | 174,700 | | |

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

| Lillington, NC | | | | | | Power & Control | | | | | | 162,400 | | |

| Union Gap, WA | | | | | | Airframe | | | | | | 144,400 | | |

| Coachella, CA | | | | | | Power & Control | | | | | | 140,000 | | |

| Phoenix, AZ | | | | | | Airframe | | | | | | 138,700 | | |

| Paks, Hungary | | | | | | Airframe | | | | | | 137,800 | | |

| Los Angeles, CA | | | | | | Power & Control | | | | | | 131,000 | | |

| Liverpool, NY | | | | | | Power & Control | | | | | | 128,900 | | |

| Bohemia NY | | | | | | Power & Control | | | | | | 124,000 | | |

| Buena Park, CA | | | | | | Power & Control | | | | | | 115,000 | | |

| Llangeinor, United Kingdom | | | | | | Airframe | | | | | | 112,300 | | |

| Bourges, France | | | | | | Power & Control | | | | | | 109,400 | | |

| Westbury, NY | | | | | | Power & Control | | | | | | 106,800 | | |

| Kent, WA | | | | | | Airframe | | | | | | 100,000 | | |

| Painesville, OH | | | | | | Power & Control | | | | | | 94,200 | | |

| Valencia, CA | | | | | | Airframe | | | | | | 88,400 | | |

| Letchworth, United Kingdom | | | | | | Airframe | | | | | | 88,200 | | |

| Placentia, CA | | | | | | Airframe | | | | | | 86,600 | | |

| Addison, IL | | | | | | Power & Control | | | | | | 83,300 | | |

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

| Sarralbe, France | | | | | | Power & Control | | | | | | 77,900 | | |

| Niort, France | | | | | | Power & Control | | | | | | 69,000 | | |

| Prescott, AZ | | | | | | Airframe | | | | | | 66,200 | | |

| Clearwater, FL | | | | | | Power & Control | | | | | | 64,200 | | |

| South Euclid, OH | | | | | | Power & Control | | | | | | 60,000 | | |

As of October [removed: 9, 2024,] [added: 16, 2025,] there were [removed: 30] [added: 27] stockholders of record of our common stock and approximately [removed: 836,000] [added: 908,000] beneficial stockholders, which includes an estimated number of stockholders who have their shares held in their accounts by banks and brokers.

[removed: Dividends][added: Special Dividends]

On [removed: November 27, 2023,] [added: August 20, 2025,] the [removed: Company paid] [added: Company's Board of Directors authorized and declared] a special cash dividend of [removed: $35.00] [added: $90.00] on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.

The total cash payment, funded by [added: a combination of $5,000 million in new senior secured and unsecured debt and] existing cash on hand, related to the special dividend and dividend [removed: equivalent payments] [added: equivalents] was approximately [removed: $2,020 million.][added: $5,232 million in September 2025.]

Set forth below is a line graph comparing the cumulative total return of a hypothetical investment in the shares of common stock of TD Group with the cumulative total return of a hypothetical investment in each of the S&P 500 Index and the S&P Aerospace & Defense Select [added: Industry] Index.

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each of the indexes on September 30, [removed: 2019,] [added: 2020,] and its relative performance is tracked through September 30, [removed: 2024.][added: 2025.]

Among TransDigm Group Inc., the S&P 500 Index and S&P Aerospace & Defense Select [added: Industry] Index

[removed: ][added: ]

*$100 invested on [removed: 9/30/2019] [added: 9/30/2020] in stock or index, including reinvestment of dividends.

Copyright [removed: 2024] [added: 2025] Standard & Poor’s, a division of S&P Global.

| | | | [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] | | | | | | [removed: 9/30/2024] [added: 9/30/2025] | | |

Any future declaration of special cash dividends on our common stock will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions under the Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”) and indentures governing the Notes, the availability of surplus under Delaware law and other factors deemed relevant by our Board of Directors.

TD Group is a holding company and conducts all of its operations through direct and indirect subsidiaries.

Unless TD Group receives dividends, distributions, advances, transfers of funds or other payments from our subsidiaries, TD Group will be unable to pay any dividends on our common stock in the future.

The ability of any subsidiaries to take any of the foregoing actions is limited by the terms of our term loans and indentures and may be limited by future debt or other agreements that we may enter into.

| TransDigm Group Inc. | | | 100.00 | | | | | | 131.46 | | | | | | 113.58 | | | | | | 182.46 | | | | | | 320.14 | | | | | | 333.54 | | |

| S&P 500 Index | | | 100.00 | | | | | | 130.01 | | | | | | 109.89 | | | | | | 133.65 | | | | | | 182.23 | | | | | | 214.30 | | |

| S&P Aerospace & Defense Select Industry Index | | | 100.00 | | | | | | 138.28 | | | | | | 107.07 | | | | | | 132.01 | | | | | | 187.10 | | | | | | 282.62 | | |

No purchases of equity securities were made during the fourth quarter of fiscal 2025.

Refer to Note 14, “Stock Repurchase Program,” in the notes to the consolidated financial statements for information on the Company’s stock repurchase program.

On September 19, 2024, the Company's Board of Directors authorized and declared a special cash dividend of $75.00 on each outstanding share of common stock and cash dividend equivalent payments on eligible vested options outstanding under its stock option plans.

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 | | |

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

There is no expiration date for this program.

No repurchases were made under the program in fiscal 2024 or 2023.

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

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

As of September 30, 2024, $1,288 million remains available for repurchase under the $2,200 million stock repurchase program.

As of September 30, [removed: 2024,] [added: 2025,] TD Group carried out an evaluation, under the supervision and with the participation of TD Group’s management, including its [removed: President,] [added: President and] Chief Executive Officer [removed: 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.

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

Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“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: 2024.][added: 2025.]

Based on our assessment, management concluded that the Company’s internal control over financial reporting was effective as of September 30, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of September 30, [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on the COSO criteria.

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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated November [removed: 7, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

November 12, 2025

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

The Company is currently integrating the acquisitions into its operations, compliance programs and internal control processes.

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

These acquisitions constituted approximately 9.8% of the Company's total assets (inclusive of acquired intangible assets and goodwill) as of September 30, 2024, and approximately 2.0% and 0.0% of the Company's net sales and income from continuing operations before income taxes, respectively, for the fiscal year ended September 30, 2024.

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 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 are included in the 2024 consolidated financial statements of the Company and constituted 9.8% of total assets as of September 30, 2024 and 2.0% and 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 Raptor Scientific, CPI's Electron Device Business, SEI or FPT.

November 7, 2024

On August [removed: 29, 2024, Kevin Stein,] [added: 12, 2025, Joel Reiss,] the Company’s [removed: President, Chief Executive Officer and Director,] [added: 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 [removed: 100,000] [added: 65,600] 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 [removed: December 12, 2024] [added: November 17, 2025] and terminate no later than [removed: December 31, 2025.][added: October 30, 2026.]

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.

The following table sets forth certain information concerning TD Group’s executive [removed: officers:][added: officers as of October 2025:]

| [removed: Kevin Stein] [added: Michael Lisman] | | | | | | [removed: 58] [added: 43] | | | | | | [removed: President,] [added: President and] Chief Executive Officer [removed: and Director] | | |

| [removed: Michael Lisman] [added: Patrick Murphy] | | | | | | [removed: 42] [added: 53] | | | | | | Co-Chief Operating Officer | | |

| Joel Reiss | | | | | | [removed: 54] [added: 55] | | | | | | Co-Chief Operating Officer | | |

| Sarah Wynne | | | | | | [removed: 50] [added: 51] | | | | | | Chief Financial Officer | | |

| [removed: Jessica L. Warren] [added: Armani Vadiee] | | | | | | [removed: 42] [added: 45] | | | | | | General Counsel, Chief Compliance Officer and Secretary | | |

Mr. [removed: Stein] [added: Lisman] was appointed [added: President and] Chief Executive Officer [removed: and Director] in [removed: April 2018 and President in January 2017.][added: October 2025.]

Mr. [removed: Lisman] [added: Murphy] was appointed Co-Chief Operating Officer in [removed: May 2023.][added: August 2025.]

Prior to that, Mr. Lisman served as [added: Co-Chief Operating Officer from May 2023 to September 2025,] Chief Financial Officer from July 2018 to May 2023 and Executive Vice President from January 2022 to May 2023.

[removed: Ms. Warren] [added: Mr. Vadiee] was appointed General Counsel, Chief Compliance [removed: Officer] [added: Officer,] and Secretary in [removed: February 2023.][added: July 2025.]

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

The procedure by which stockholders may recommend nominees to our Board of Directors will be set forth under the caption “Shareholder Proposals for the [removed: 2025] [added: 2026] Annual Meeting” in our Proxy Statement, which is incorporated herein by reference.

He previously served as Executive Vice President from October 2019 to August 2025 and as President of HarcoSemco from December 2014 to September 2019.

Prior to joining TransDigm, Mr. Murphy was Vice President and General Manager for two Danaher Corporation businesses and held several other senior leadership roles in the industrial manufacturing and high-technology industries.

Prior to this role, he served as TransDigm’s Vice President of Global Public Sector.

Before joining TransDigm, Mr. Vadiee was a partner at a Washington D.C. based law firm where he served as outside counsel to TransDigm for over ten years, developing a deep understanding of the Company’s operations and regulatory environment.

Prior to that, Mr. Stein served as Chief Operating Officer from January 2017 to March 2018 and Chief Operating Officer of the Power and Control segment from October 2014 to December 2016.

Prior to joining TransDigm, Mr. Stein served as President of the Structurals division and Executive Vice President of Precision Castparts Corp. from 2009 to 2014.

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.

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

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

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

(2)This amount represents [removed: 74,215, 3,779,503] [added: 1,450, 3,230,926] and [removed: 561,109] [added: 759,608] shares subject to outstanding stock options under our 2006 stock incentive plan, 2014 stock option plan and 2019 stock option plan, respectively.

| Equity compensation plans approved by security holders (1) | | | | | | 3,991,984 | | | (2) | | | $ | 588.74 | | | | | 3,210,451 | | | (3) | | |

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

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#ia540db7ef20843f798b73c66e5a70ea8_106)] [added: F-[1](#i348eacf94acd4c1ca064b10a69770101_127)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[3](#ia540db7ef20843f798b73c66e5a70ea8_109)] [added: F-[3](#i348eacf94acd4c1ca064b10a69770101_130)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[4](#ia540db7ef20843f798b73c66e5a70ea8_115)] [added: F-[4](#i348eacf94acd4c1ca064b10a69770101_136)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[5](#ia540db7ef20843f798b73c66e5a70ea8_118)] [added: F-[5](#i348eacf94acd4c1ca064b10a69770101_139)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[6](#ia540db7ef20843f798b73c66e5a70ea8_121)] [added: F-[6](#i348eacf94acd4c1ca064b10a69770101_142)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[7](#ia540db7ef20843f798b73c66e5a70ea8_124)] [added: F-[7](#i348eacf94acd4c1ca064b10a69770101_145)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_127)[8](#ia540db7ef20843f798b73c66e5a70ea8_127)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_148)[8](#i348eacf94acd4c1ca064b10a69770101_148)] to [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_208)[45](#ia540db7ef20843f798b73c66e5a70ea8_208)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_226)[38](#i348eacf94acd4c1ca064b10a69770101_226)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_214)[46](#ia540db7ef20843f798b73c66e5a70ea8_214)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_232)[39](#i348eacf94acd4c1ca064b10a69770101_232)] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm)] | | | | | | Second Amended and Restated Certificate of Incorporation, filed April 28, 2014, of TransDigm Group Incorporated | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed April 28, 2014 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312514163517/d716424dex31.htm)] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm)] | | | | | | Third Amended and Restated Bylaws of TransDigm Group Incorporated | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed January 30, 2018 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022118000010/ex31tdgthirdamendedandrest.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit419descriptiono.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit419descriptiono.htm)] | | | | | | [removed: Certificate of Formation, filed September 10, 2019,] [added: Description] of [removed: 4455 Genesee Properties, LLC] [added: Securities] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: August 8, 2023] [added: November 19, 2019] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit33certificateofform.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit419descriptiono.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit106employmentagreem.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit106employmentagreem.htm)] | | | | | | [removed: First] Amended and Restated [removed: Limited Liability Company Agreement of 4455 Genesee Properties, LLC] [added: Employment Agreement, dated July 26, 2023, between TransDigm Group Incorporated and Michael Lisman*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: August 8,] [added: November 9,] 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit34firstamendedandre.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit106employmentagreem.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)[8](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)] [added: [97](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit97transdigmgroupinc.htm)] | | | | | | [removed: Certificate of Formation, filed] [added: TransDigm Group Incorporated Compensation Clawback Policy, dated] October [removed: 27, 2004, of 4455 Genesee Street, LLC] [added: 2, 2023*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: August 8,] [added: November 9,] 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit35certificateofform.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit97transdigmgroupinc.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)[9](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1011employmentagree.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1011employmentagree.htm)] | | | | | | [removed: First] Amended and Restated [removed: Operating Agreement of 4455 Genesee Street, LLC] [added: Employment Agreement, dated July 26, 2023, between TransDigm Group Incorporated and Joel Reiss*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: August 8,] [added: November 9,] 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit36firstamendedandre.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1011employmentagree.htm)] | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm)[19](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm)] | | | | | | [removed: Certificate of Incorporation, filed July 10, 2009,] [added: Form] of [removed: Acme Aerospace, Inc.] [added: TransDigm Inc.’s 6.875% Senior Secured Notes due 2030] | | | | | | [Incorporated by reference to TransDigm Group [removed: Incorporated’s] [added: Incorporated's] Form [removed: 10-Q,] [added: 8-K,] filed August [removed: 5, 2009] [added: 18, 2023] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex31.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523215952/d512194dex41.htm)] | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm)] | | | | | | [removed: By-laws] [added: Form] of [removed: Acme Aerospace, Inc.] [added: TransDigm Inc.’s 6.250% Senior Secured Notes due 2034] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed August [removed: 5, 2009] [added: 20, 2025] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312509165052/dex32.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm)] | | |

| [removed: [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)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022116000045/exhibit1011tdg2016q1.htm)[5](https://www.sec.gov/Archives/edgar/data/1260221/000126022116000045/exhibit1011tdg2016q1.htm)] | | | | | | [removed: Certificate of Formation, filed September 25, 2013, of Aerosonic LLC] [added: TransDigm Group Incorporated 2016 Director Share Plan*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February [removed: 5, 2014] [added: 10, 2016] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex31.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022116000045/exhibit1011tdg2016q1.htm)] | | |

| [removed: [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)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000063/exhibit101consultingagreem.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000063/exhibit101consultingagreem.htm)] | | | | | | [removed: Limited Liability] [added: Consulting Agreement, dated October 1, 2025, between the] Company [removed: Agreement of Aerosonic LLC] [added: and Kevin Stein*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: October 3, 2025] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex32.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000063/exhibit101consultingagreem.htm)] | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)[0](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)] | | | | | | [removed: Certificate of Incorporation, filed November 13, 2009,] [added: Form] of [removed: Airborne Acquisition, Inc.] [added: TransDigm Inc.’s 7.125% Senior Secured Notes due 2031] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: November 28, 2023] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex311.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523284319/d261654dex41.htm)] | | |

| [removed: [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)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm)] | | | | | | [removed: Bylaws] [added: Form] of [removed: Airborne Acquisition, Inc.] [added: TransDigm Inc.’s 6.750% Senior Secured Notes due 2028] | | | | | | [Incorporated by reference to TransDigm Group [removed: Incorporated’s] [added: Incorporated's] Form [removed: 10-Q,] [added: 8-K,] filed February [removed: 5, 2014] [added: 24, 2023] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex312.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312523049006/d450769dex41.htm)] | | |

| [removed: [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)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000034/exhibit1012014stockopt.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000034/exhibit1012014stockopt.htm)] | | | | | | Amended and Restated [removed: Certificate of Incorporation, filed January 25, 2010, of HDT International Holdings, Inc. (now known as Airborne Global, Inc.)] [added: TransDigm Group Incorporated 2014 Stock Option Plan*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed [removed: February 5, 2014] [added: August 7, 2019] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex35.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000034/exhibit1012014stockopt.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)[28](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm)] | | | | | | [removed: Certificate of Amendment of Certificate of Incorporation, filed December 10, 2013,] [added: Form] of [removed: HDT Global, Inc. (now known as Airborne Global, Inc.)] [added: TransDigm Inc.’s 6.375% Senior Secured Notes due 2029] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed February [removed: 5, 2014] [added: 28, 2024] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex37.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex41.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)[29](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm)] | | | | | | [removed: Bylaws] [added: Form] of [removed: HDT International Holdings, Inc. (now known as Airborne Global, Inc.)] [added: TransDigm Inc.’s 6.625% Senior Secured Notes due 2032] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed February [removed: 5, 2014] [added: 28, 2024] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex38.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524050713/d775821dex43.htm)] | | |

| [removed: [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)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm)[5](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm)] | | | | | | [removed: Certificate of Incorporation, filed November 13, 2009,] [added: Form] of [removed: Airborne Holdings, Inc.] [added: Supplemental Indenture to Add New Guarantors] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: February 5, 2014] [added: November 19, 2019] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex39.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000043/exhibit410formofsupple.htm)] | | |

| [removed: [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)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm)] | | | | | | [removed: Bylaws] [added: Form] of [removed: Airborne Holdings, Inc.] [added: TransDigm Inc.’s 6.375% Senior Subordinated Notes due 2033] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: May 20, 2025] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex310.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525123144/d43283dex41.htm)] | | |

| [removed: [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)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit102amendedandrestat.htm)[6](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit102amendedandrestat.htm)] | | | | | | [removed: Bylaws of Airborne Systems NA Inc., as amended] [added: Amended and Restated TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed [removed: February 5, 2014] [added: August 9, 2022] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex315.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit102amendedandrestat.htm)] | | |

| [removed: [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)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm)[7](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm)] | | | | | | [removed: Certificate of Incorporation, filed April 23, 2007,] [added: Form] of [removed: Airborne Systems North America Inc.] [added: TransDigm Inc.’s 4.875% Senior Subordinated Notes due 2029] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: April 21, 2021] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex316.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521124723/d105152dex41.htm)] | | |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm)[7](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm)] | | | | | | [removed: Bylaws] [added: Form] of [removed: Airborne Systems North America Inc.] [added: TransDigm Inc.’s 6.750% Senior Subordinated Notes due 2034] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: August 20, 2025] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex317.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm)] | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm)[1](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000038/exhibit1012019stockopt.htm)[3](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000038/exhibit1012019stockopt.htm)] | | | | | | [removed: Bylaws of Airborne Systems North America of CA Inc.] [added: TransDigm Group Incorporated 2019 Stock Option Plan*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: October 4, 2019] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex322.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022119000038/exhibit1012019stockopt.htm)] | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex327.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex327.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm)] | | | | | | [removed: Bylaws, as amended, of Airborne Systems North America] [added: Form] of [removed: NJ Inc.] [added: TransDigm Inc.’s 4.625% Senior Subordinated Notes due 2029] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: February 5, 2014] [added: January 20, 2021] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex327.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312521012416/d115625dex41.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex313.htm)[48](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex313.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit191amendedandrestat.htm)] | | | | | | [removed: Second] [added: TransDigm Group Incorporated] Amended and Restated [removed: By-Laws of AmSafe Global Holdings, Inc.] [added: Insider Trading and Confidentiality Policy Statement*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: May 9, 2012] [added: November 7, 2024] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex313.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022124000083/exhibit191amendedandrestat.htm)] | | |

| [removed: [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex31.htm)[49](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex31.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm)] | | | | | | [removed: Certificate of Incorporation, filed May 8, 1985,] [added: Form] of [removed: Am-Safe, Inc. (now known as AmSafe, Inc.)] [added: TransDigm Inc.’s 6.000% Senior Secured Notes due 2033] | | | | | | [Incorporated by reference to [removed: Form] TransDigm Group Incorporated’s [removed: 10-Q,] [added: Form 8-K,] filed [removed: May 9, 2012] [added: September 20, 2024] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex31.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524222468/d887611dex41.htm)] | | |

| [removed: [3.5](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex33.htm)[1](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex33.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm)[3](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm)] | | | | | | [removed: By-Laws] [added: Form] of [removed: Am-Safe, Inc. (now known as AmSafe, Inc.)] [added: TransDigm Inc.’s additional 6.375% Senior Secured Notes due 2029] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: May 9, 2012] [added: March 22, 2024] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex33.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312524075251/d828207dex43.htm)] | | |

| [removed: [3.5](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit31articlesofincorpo.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit31articlesofincorpo.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm)[8](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm)] | | | | | | [removed: Articles of Incorporation, filed November 13, 1995,] [added: Form] of [removed: Apical Industries, Inc.] [added: 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. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit31articlesofincorpo.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit103formofamendmentt.htm)] | | |

| [removed: [3.5](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit32bylawsofapicalind.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit32bylawsofapicalind.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm)] | | | | | | [removed: Bylaws of Apical Industries, Inc.] [added: 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. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit32bylawsofapicalind.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000053/exhibit101fourthamendedand.htm)] | | |

| [removed: [3.6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit10242019stockoption.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit10242019stockoption.htm)] | | | | | | [removed: Certificate of Formation, filed October 27, 2004, of Ashford Properties, LLC] [added: TransDigm Group Incorporated 2019 Stock Option Plan Dividend Equivalent Plan*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: August 8,] [added: November 9,] 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit37certificateofform.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit10242019stockoption.htm)] | | |

| [removed: [3.6](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1014employmentagree.htm)[5](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1014employmentagree.htm)] | | | | | | [removed: First] Amended and Restated [removed: Operating Agreement of Ashford Properties, LLC] [added: Employment Agreement, dated July 26, 2023, between TransDigm Group Incorporated and Sarah Wynne*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 10-K,] filed [removed: August 8,] [added: November 9,] 2023 (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022123000058/exhibit38firstamendedandre.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022123000081/exhibit1014employmentagree.htm)] | | |

| [removed: [3.7](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit350.htm)[0](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit350.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm)[2](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm)[7](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm)] | | | | | | [added: Amendment to] Amended and Restated [removed: Certificate of Incorporation, filed February 7, 2007, of Aviation Technologies, Inc.] [added: TransDigm Group Incorporated 2014 Stock Option Plan Dividend Equivalent Plan*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-K, filed November [removed: 9, 2018] [added: 10, 2022] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022118000070/exhibit350.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022122000065/exhibit1028tdg202210-k.htm)] | | |

| [removed: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000061/exhibit101amendedandrestat.htm)] | | | | | | Amended and Restated [removed: Limited Liability Company] [added: Employment] Agreement, [removed: filed July 7, 2016, of Beta Transformer Technology LLC] [added: dated October 1, 2025, between the Company and Michael Lisman*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-K,] [added: 8-K,] filed [removed: November 15, 2016] [added: October 1, 2025] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000107/exhibit368.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000061/exhibit101amendedandrestat.htm)] | | |

| [removed: [3.8](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm)[6](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1260221/000126022121000103/exhibit101-optionagreement.htm)] | | | | | | [removed: Limited Liability Company] [added: Option] Agreement [removed: of Breeze-Eastern LLC] [added: dated August 6, 2021 between the Company and W. Nicholas Howley*] | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form [removed: 10-Q,] [added: 8-K,] filed [removed: May 11, 2016] [added: August 10, 2021] (File No. [removed: 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000126022116000054/exhibit32tdg2016q2.htm)] [added: 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000126022121000103/exhibit101-optionagreement.htm)] | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm) | | | | | | Indenture, dated as of August 19, 2025, 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 6.250% Senior Secured Notes due 2034 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed August 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex41.htm) | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm)[4](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm) | | | | | | Indenture, dated as of August 19, 2025, among TransDigm Inc., as issuer, TransDigm Group Incorporated, as a guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to TransDigm Inc.’s 6.750% Senior Subordinated Notes due 2034 | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 8-K, filed August 20, 2025 (File No. 001-32833)](https://www.sec.gov/Archives/edgar/data/1260221/000119312525183753/d49796dex43.htm) | | |

| [10.6](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000081/exhibit106amendedandrestat.htm) | | | | | | Amended and Restated Employment Agreement, dated August 5, 2025, between the Company and Patrick J. Murphy* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000081/exhibit106amendedandrestat.htm) | | |

| [10.7](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000081/exhibit107employmentagreem.htm) | | | | | | Employment Agreement, dated July 7, 2025, between the Company and Armani Vadiee* | | | | | | [Filed Herewith](https://www.sec.gov/Archives/edgar/data/1260221/000126022125000081/exhibit107employmentagreem.htm) | | |

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

| /s/ Pete Palmer | | | | | | Director | | | | | | November 12, 2025 | | |

| Pete Palmer | | | | | | | | | | | | | | |

| /s/ Kevin M. Stein | | | | | | Director | | | | | | November 12, 2025 | | |

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

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

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

| [3.3](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-002648.txt) | | | | | | Certificate of Incorporation, filed July 2, 1993, of NovaDigm Acquisition, Inc. (now known as TransDigm Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed January 29, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-002648.txt) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-002648.txt) | | | | | | Certificate of Amendment, filed July 22, 1993, of the Certificate of Incorporation of NovaDigm Acquisition, Inc. (now known as TransDigm Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed January 29, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-002648.txt) | | |

| [3.5](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-002648.txt) | | | | | | Bylaws of NovaDigm Acquisition, Inc. (now known as TransDigm Inc.) | | | | | | [Incorporated by reference to TransDigm Inc.’s and TransDigm Holding Company’s Form S-4, filed January 29, 1999 (File No. 333-71397)](http://www.sec.gov/Archives/edgar/data/1077670/0001047469-99-002648.txt) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [3.3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm) | | | | | | Certificate of Incorporation, filed April 25, 1989, of Irvin Industries (Del), Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex318.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm)[38](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed June 2, 1989, of Irvin Industries (Del), Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex319.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm)[39](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed April 30, 1996, of Irvin Industries, Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex320.htm) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm)[0](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm) | | | | | | Certificate of Amendment to Certificate of Incorporation, filed April 23, 2007, of Irvin Aerospace Inc. (now known as Airborne Systems North America of CA Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex321.htm) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm)[2](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm) | | | | | | Certificate of Incorporation, Profit, filed October 28, 1994, of Wardle Storeys (Parachutes) Inc. (now known as Airborne Systems North America of NJ Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex323.htm) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm)[3](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm) | | | | | | Certificate of Merger, filed February 9, 1995, of Para-Flite Inc. with and into Wardle Storeys (Parachutes) Inc. (now known as Airborne Systems North America of NJ Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex324.htm) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex325.htm)[4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex325.htm) | | | | | | Certificate of Amendment to Certificate of Incorporation, filed April 23, 2007, of Para-Flite Inc. (now known as Airborne Systems North America of NJ Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex325.htm) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex326.htm)[5](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex326.htm) | | | | | | Certificate of Correction to Certificate of Incorporation, filed June 27, 2007, of Airborne Systems North America of NJ Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed February 5, 2014 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312514036175/d640363dex326.htm) | | |

| [3.4](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex312.htm)[7](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex312.htm) | | | | | | Certificate of Incorporation, filed October 16, 2007, of AmSafe Global Holdings, Inc. | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex312.htm) | | |

| [3.5](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex32.htm)[0](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex32.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed May 19, 2005, of Am-Safe, Inc. (now known as AmSafe, Inc.) | | | | | | [Incorporated by reference to TransDigm Group Incorporated’s Form 10-Q, filed May 9, 2012 (File No. 001-32833)](http://www.sec.gov/Archives/edgar/data/1260221/000119312512221920/d329153dex32.htm) | | |

| [3.5](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3200.htm)[2](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3200.htm) | | | | | | Certificate of Incorporation, as amended, of Angus Electronics Co. | | | | | | [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/d651555dex3200.htm) | | |

| [3.5](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3201.htm)[3](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3201.htm) | | | | | | Amended and Restated Bylaws of Angus Electronics Co. | | | | | | [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/d651555dex3201.htm) | | |

| [3.5](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3109.htm)[6](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3109.htm) | | | | | | Restated Certificate of Incorporation, filed July 10, 1967, of Arkwin Industries, Inc. | | | | | | [Incorporated by reference to Amendment No. 3 to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed June 27, 2013 (File No. 333-186494)](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3109.htm) | | |

| [3.5](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3110.htm)[7](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3110.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed November 4, 1981, of Arkwin Industries, Inc. | | | | | | [Incorporated by reference to Amendment No. 3 to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed June 27, 2013 (File No. 333-186494)](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3110.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3111.htm)[58](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3111.htm) | | | | | | Certificate of Amendment of Certificate of Incorporation, filed June 11, 1999, of Arkwin Industries, Inc. | | | | | | [Incorporated by reference to Amendment No. 3 to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed June 27, 2013 (File No. 333-186494)](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3111.htm) | | |

| [3.](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3112.htm)[59](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3112.htm) | | | | | | By-laws of Arkwin Industries, Inc. | | | | | | [Incorporated by reference to Amendment No. 3 to TransDigm Inc.’s and TransDigm Group Incorporated’s Form S-4, filed June 27, 2013 (File No. 333-186494)](http://www.sec.gov/Archives/edgar/data/7340/000119312513274808/d474523dex3112.htm) | | |

| [3.6](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3232.htm)[0](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3232.htm) | | | | | | Certificate of Incorporation of Armtec Countermeasures Co. | | | | | | [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/d651555dex3232.htm) | | |

| [3.6](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3233.htm)[1](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3233.htm) | | | | | | Amended and Restated Bylaws of Armtec Countermeasures Co. | | | | | | [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/d651555dex3233.htm) | | |

| [3.6](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3234.htm)[2](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3234.htm) | | | | | | Certificate of Incorporation, as amended, of Armtec Countermeasures TNO Co. | | | | | | [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/d651555dex3234.htm) | | |

| [3.6](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3235.htm)[3](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3235.htm) | | | | | | Amended and Restated Bylaws of Armtec Countermeasures TNO Co. | | | | | | [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/d651555dex3235.htm) | | |

| [3.6](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3230.htm)[4](http://www.sec.gov/Archives/edgar/data/7340/000119312519095764/d651555dex3230.htm) | | | | | | Certificate of Incorporation of Armtec Defense Products Co. | | | | | | [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/d651555dex3230.htm) | | |

| Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) | | | [removed: F-[1](#ia540db7ef20843f798b73c66e5a70ea8_106)] [added: F-[1](#i348eacf94acd4c1ca064b10a69770101_127)] | | |

| Consolidated Balance Sheets as of September 30, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[3](#ia540db7ef20843f798b73c66e5a70ea8_109)] [added: F-[3](#i348eacf94acd4c1ca064b10a69770101_130)] | | |

| Consolidated Statements of Income for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[4](#ia540db7ef20843f798b73c66e5a70ea8_115)] [added: F-[4](#i348eacf94acd4c1ca064b10a69770101_136)] | | |

| Consolidated Statements of Comprehensive Income for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[5](#ia540db7ef20843f798b73c66e5a70ea8_118)] [added: F-[5](#i348eacf94acd4c1ca064b10a69770101_139)] | | |

| Consolidated Statements of Changes in Stockholders’ Deficit for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[6](#ia540db7ef20843f798b73c66e5a70ea8_121)] [added: F-[6](#i348eacf94acd4c1ca064b10a69770101_142)] | | |

| Consolidated Statements of Cash Flows for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: F-[7](#ia540db7ef20843f798b73c66e5a70ea8_124)] [added: F-[7](#i348eacf94acd4c1ca064b10a69770101_145)] | | |

| Notes to Consolidated Financial Statements for Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_127)[8](#ia540db7ef20843f798b73c66e5a70ea8_127)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_148)[8](#i348eacf94acd4c1ca064b10a69770101_148)] to [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_208)[45](#ia540db7ef20843f798b73c66e5a70ea8_208)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_226)[38](#i348eacf94acd4c1ca064b10a69770101_226)] | | |

| Valuation and Qualifying Accounts for the Fiscal Years Ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [F-](#ia540db7ef20843f798b73c66e5a70ea8_214)[46](#ia540db7ef20843f798b73c66e5a70ea8_214)] [added: [F-](#i348eacf94acd4c1ca064b10a69770101_232)[39](#i348eacf94acd4c1ca064b10a69770101_232)] | | |

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the “Company”) as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November [removed: 7, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As disclosed in Note 8, the Company had goodwill of [removed: $10.4 billion] [added: $10,612 million] at September 30, [removed: 2024.] [added: 2025.] As discussed in Note 1 to the consolidated financial statements, goodwill 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 Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. 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 [removed: company] [added: Company] may also elect to bypass the qualitative assessment and perform a quantitative test for any or all reporting units. [removed: The Company performed a quantitative assessment on the goodwill at 14 of its reporting units.] As part of the quantitative assessment, the Company determines the fair value of the reporting units using a discounted cash flow valuation model. Auditing management’s quantitative impairment assessment was complex and judgmental for certain of the [removed: 14] reporting units due to the significant estimation required to determine fair value. In particular, the fair value estimates were sensitive to significant assumptions, such as changes in the discount rate, revenue growth rates and EBITDA margins, which are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s impairment process, including controls over management’s review of the valuation model and the significant assumptions underlying the fair value determination, as described above. To test the fair values of the Company’s reporting units, 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: 14] reporting units evaluated using the quantitative assessment. We utilized internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of [removed: certain assumptions] [added: the discount rate] selected by management in the determination of the fair values of certain of the [removed: 14] reporting units. We compared the [removed: significant assumptions] [added: revenue growth rates and EBITDA margins] used by management to current industry and economic trends, recent historical performance, [removed: and] [added: or] other relevant factors. We performed sensitivity analyses of significant assumptions [added: described above] to evaluate the changes in fair values that would result from changes in the assumptions. | | |

AS OF SEPTEMBER 30, [removed: 2024] [added: 2025] AND [removed: 2023][added: 2024]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 6,261] [added: 2,808] | | | | | $ | [removed: 3,472] [added: 6,261] | |

| Trade accounts receivable—Net | | | [removed: 1,381] [added: 1,617] | | | | | | [removed: 1,230] [added: 1,381] | | |

| Inventories—Net | | | [removed: 1,876] [added: 2,095] | | | | | | [removed: 1,616] [added: 1,876] | | |

| Prepaid expenses and other | | | [removed: 511] [added: 492] | | | | | | [removed: 420] [added: 511] | | |

| Total current assets | | | [removed: 10,029] [added: 7,012] | | | | | | [removed: 6,738] [added: 10,029] | | |

| PROPERTY, PLANT AND EQUIPMENT—NET | | | [removed: 1,488] [added: 1,579] | | | | | | [removed: 1,255] [added: 1,488] | | |

| GOODWILL | | | [removed: 10,419] [added: 10,612] | | | | | | [removed: 8,988] [added: 10,419] | | |

| OTHER INTANGIBLE ASSETS—NET | | | [removed: 3,446] [added: 3,454] | | | | | | [removed: 2,747] [added: 3,446] | | |

| OTHER NON-CURRENT ASSETS | | | [removed: 204] [added: 252] | | | | | | [removed: 242] [added: 204] | | |

| TOTAL ASSETS | | | $ | [removed: 25,586] [added: 22,909] | | | | | $ | [removed: 19,970] [added: 25,586] | |

| Current portion of long-term debt | | | $ | [removed: 98] [added: 124] | | | | | $ | [removed: 71] [added: 98] | |

| Short-term borrowings—trade receivable securitization facility | | | [removed: 486] [added: 724] | | | | | | [removed: 349] [added: 486] | | |

| Accounts payable | | | [removed: 323] [added: 368] | | | | | | [removed: 305] [added: 323] | | |

| Dividends payable | | | [removed: 4,216] [added: —] | | | | | | [removed: —] [added: 4,216] | | |

| Accrued and other current liabilities | | | [removed: 1,216] [added: 966] | | | | | | [removed: 854] [added: 1,216] | | |

| Total current liabilities | | | [removed: 6,339] [added: 2,182] | | | | | | [removed: 1,579] [added: 6,339] | | |

| LONG-TERM DEBT | | | [removed: 24,296] [added: 29,167] | | | | | | [removed: 19,330] [added: 24,296] | | |

| DEFERRED INCOME TAXES | | | [removed: 766] [added: 759] | | | | | | [removed: 627] [added: 766] | | |

| OTHER NON-CURRENT LIABILITIES | | | [removed: 468] [added: 480] | | | | | | [removed: 412] [added: 468] | | |