Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 30, 2023


☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 001-32833

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

41-2101738

(I.R.S. Employer Identification No.)


1301 East 9th Street,			Suite 3000,			Cleveland,			Ohio						44114
(Address of principal executive offices)															(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒


Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, $0.01 par value	TDG	New York Stock Exchange

The number of shares outstanding of TransDigm Group Incorporated’s common stock, par value $.01 per share, was 55,606,261 as of January 31, 2024.

TABLE OF CONTENTS


			Page

PART I	FINANCIAL INFORMATION		1
ITEM 1		Financial Statements	1
		Condensed Consolidated Balance Sheets – December 30, 2023 and September 30, 2023	1
		Condensed Consolidated Statements of Income – Thirteen Week Periods Ended December 30, 2023 and December 31, 2022	2
		Condensed Consolidated Statements of Comprehensive Income – Thirteen Week Periods Ended December 30, 2023 and December 31, 2022	3
		Condensed Consolidated Statements of Changes in Stockholders’ Deficit – Thirteen Week Periods Ended December 30, 2023 and December 31, 2022	4
		Condensed Consolidated Statements of Cash Flows – Thirteen Week Periods Ended December 30, 2023 and December 31, 2022	5
		Notes to Condensed Consolidated Financial Statements	6
ITEM 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
ITEM 3		Quantitative and Qualitative Disclosure About Market Risk	41
ITEM 4		Controls and Procedures	41

PART II	OTHER INFORMATION		42
ITEM 1		Legal Proceedings	42
ITEM 1A		Risk Factors	42
ITEM 2		Unregistered Sales of Equity Securities and Use of Proceeds: Purchases of Equity Securities by the Issuer	42
ITEM 5		Other Information	42
ITEM 6		Exhibits	43

SIGNATURES			44

PART I: FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS