TransDigm Group Incorporated (TDG) Q3 FY2026

Business

From the fiscal 2025 Form 10-K (fiscal year ended September 30, 2025), accession 0001260221-25-000081.

TransDigm designs, makes and sells highly engineered aircraft components. Its parts are on nearly every commercial and military aircraft in service. The company estimates that about 90% of fiscal 2025 net sales came from proprietary products, and about 55% came from the aftermarket, mostly commercial and military. That aftermarket share is the core of the model. Once a part is designed into an aircraft, TransDigm earns replacement and repair revenue for the 25 to 30 years the aircraft flies. A platform can stay in production for 20 to 30 years, so the company puts a product's life cycle at more than 50 years. Management says aftermarket revenue has historically earned higher gross profit and been more stable than sales to original equipment manufacturers (OEMs).

By market channel, TransDigm says commercial aftermarket (commercial, regional, business jet and general aviation) generally makes up 30% to 35% of annual net sales. Commercial OEM makes up 25% to 30%, and defense, which covers defense OEM work and aftermarket sales to the U.S. and friendly foreign governments, about 35% to 40%. In fiscal 2025, the segment note reports $2,804 million of commercial and non-aerospace aftermarket sales, $2,106 million of commercial and non-aerospace OEM sales, $3,761 million of defense sales and $160 million of non-aviation sales, out of $8,831 million in total.

The company reports three segments:

• Power & Control ($4,559 million of fiscal 2025 net sales): systems and components that supply or control power on the aircraft. Products include actuators and controls, ignition systems and engine technology, specialized pumps and valves, power conditioning devices, AC/DC motors and generators, batteries and chargers, databus and power controls, sensors, hoists, winches, cargo-handling systems and microwave electronic components. Customers include engine and power-system suppliers, airlines, maintenance providers and military buying agencies and depots.
• Airframe ($4,112 million): non-power airframe and cabin products. These include latching and locking devices, engineered rods and connectors, elastomer seals, cockpit security systems and displays, audio, radio and antenna systems, lavatory components, seat belts and restraints, interior surfaces, thermal insulation, lighting, parachutes, and flight, wind-tunnel and engine testing equipment and services.
• Non-aviation ($160 million): seat belts for ground transportation, actuators for space applications, actuators and fuel valves for land-based gas turbines, refueling systems for mining and construction equipment, and turbine controls for energy and oil and gas.

TransDigm's strategy rests on two things. The first is an operating method built on three "value drivers": winning profitable new business, continually cutting costs, and pricing engineered products to reflect their value. The second is selective acquisition of proprietary aerospace businesses with significant aftermarket content. Since its founding in 1993, the company has acquired 95 businesses and various product lines. No customer accounted for more than 10% of fiscal 2025 net sales, but the top ten accounted for about 40%. Net sales to foreign customers were $3,296 million in fiscal 2025.

At September 30, 2025, TransDigm had about 16,500 employees, about 15% of them unionized. It had roughly 120 manufacturing facilities in 25 U.S. states and 14 other countries, and its headquarters is in Cleveland, Ohio. Sales tend to be lowest in the first fiscal quarter because holidays reduce the number of working days.

TransDigm says it varies its leverage to optimize equity returns and to pursue acquisitions. It returns capital through special dividends and share repurchases and does not pay a regular dividend. Total debt was $30,015 million at September 30, 2025, and TD Group stockholders' deficit was $9,686 million. Excess cash is allocated in this order: capital spending, acquisitions, special dividends or share repurchases, and debt prepayment.

Risk factors

From the fiscal 2025 Form 10-K, accession 0001260221-25-000081. The fiscal 2026 third-quarter 10-Q (accession 0001260221-26-000053) reports no material changes to these risk factors.

• Concentration in aerospace and defense. The business is almost entirely aerospace and defense, so a disruption in that industry could hurt TransDigm more than more diversified peers. Commercial demand depends on revenue passenger kilometers, the size and age of the global fleet, the share of the fleet that is out of warranty, and airline profitability. When airlines are under pressure, they draw down spare-parts inventories and defer purchases.
• Leverage and covenants. TransDigm carries a very large debt load. All of its term loans and its receivables securitization facility pay floating rates tied to Term SOFR, which the company partly hedges with swaps and collars. The credit agreement and note indentures limit additional borrowing, distributions, investments, asset sales and mergers. A default could accelerate the debt and let secured lenders take the collateral, including cash. Servicing the debt depends on future cash generation, and refinancing could come at higher rates.
• Acquisition dependence. Much of TransDigm's growth has come from acquisitions. Growth depends on finding targets at acceptable prices, getting regulatory approval and integrating the businesses. Deals can dilute margins and add debt, amortization and possible impairment charges. Goodwill was $10,612 million (46% of total assets) at September 30, 2025, and other identifiable intangible assets were $3,454 million (15%).
• U.S. Government as customer. The government can terminate contracts for convenience, suspend or debar suppliers, and audit costs. Most of TransDigm's U.S. Government contracts are firm-fixed-price, so the company bears cost overruns. The Department of Defense periodically audits prices paid for its subsidiaries' products. An audit could push prices to cost plus a nominal fee or lead the government to find other suppliers. Defense sales also depend on defense budgets and spending priorities.
• Fixed-price and uncommitted sales. Most aftermarket customers have no long-term contracts. Many OEM contracts can be ended on short notice and carry no minimum quantities. Multi-year fixed-price contracts leave TransDigm exposed to raw-material, tax and labor cost inflation.
• OEM cyclicality and supply chain. Sales to Boeing, Airbus and business-jet makers have historically gone through downturns. Shortages of supplier components or raw materials are hard to fix quickly because aviation-authority and OEM certification makes switching suppliers slow.
• Regulation, export controls and approvals. Selling products requires FAA, Department of Defense, foreign-agency and OEM certifications. Exports are governed by ITAR, EAR and OFAC sanctions rules, and losing approvals or breaking these rules could restrict foreign sales.
• International operations. Risks include war, sanctions (the company is monitoring the Russia–Ukraine conflict and related aviation-sector sanctions), currency, tariffs and trade policy, and anti-corruption compliance.
• Product liability and reputation. A product failure could lead to injury or death claims that insurance may not fully cover. A crash linked to a TransDigm part could damage its reputation with customers.
• Cybersecurity and data protection. TransDigm has experienced data-security incidents, though none had a material financial impact. It handles classified and sensitive data, and it expects threats to grow as attackers use AI.
• People and succession. The company depends on skilled engineering and manufacturing staff and on succession planning for senior management. Work stoppages are a particular risk because it keeps finished-goods inventory low.
• Other. These include environmental remediation liabilities at sites where TransDigm is a potentially responsible party, changes in tax law (including OECD Pillar Two minimum-tax rules adopted in Canada, the U.K. and Germany), climate-related regulation and physical risk to facilities, and the irregularity of special dividends. TransDigm does not plan to pay regular quarterly or annual dividends.

Management's discussion: fiscal 2025

From the fiscal 2025 Form 10-K, accession 0001260221-25-000081.

Fiscal 2025 net sales rose 11.2% to $8,831 million from $7,940 million. Organic sales grew $615 million (7.7%), driven mainly by defense and the commercial aftermarket, and acquisitions added $276 million, or 3.5 points of the 11.2% growth, as acquisition sales rose to $321 million from $45 million. Commercial aftermarket sales grew because air travel demand was strong, and global traffic remained above pre-pandemic levels with record load factors in some markets. Commercial OEM sales fell compared with fiscal 2024. Boeing and Airbus production stayed well below pre-pandemic rates because of supply-chain and labor problems, and the effect on TransDigm's operating units was uneven. Defense sales rose on continued U.S. Government spending outlays. Management said tariffs had no significant effect in fiscal 2025 and were not expected to have one in fiscal 2026, because TransDigm is mainly a domestic manufacturer.

Gross margin widened to 60.1% from 58.8%. Selling and administrative expenses fell $35 million to $945 million, largely because non-cash stock compensation was lower. Net interest expense rose 22.2% to $1,572 million because of higher borrowings and lower interest income. The effective tax rate was 21.1%, compared with 22.6%. Net income attributable to TD Group rose to $2,074 million from $1,714 million. Earnings per share were $32.08, compared with $25.62, after a $3.58-per-share reduction for dividend equivalent payments. EBITDA As Defined, the company's non-GAAP profit measure, rose 14.1% to $4,760 million, a margin of 53.9% compared with 52.6%.

By segment, Power & Control sales grew 15.0% to $4,559 million, with EBITDA As Defined of $2,595 million (a 56.9% margin). Airframe sales grew 8.0% to $4,112 million, with EBITDA As Defined of $2,210 million (53.7%).

Operating cash flow was $2,038 million and capital expenditures were $222 million. Capital deployment was dominated by special dividends:

• A $75.00-per-share special dividend declared in fiscal 2024 was paid in October 2024 (about $4,216 million, plus $132 million of dividend equivalents).
• A $90.00-per-share special dividend declared on August 20, 2025 was paid in September 2025 (about $5,073 million, plus $159 million of dividend equivalents). It was funded with $5,000 million of new debt issued on August 19, 2025: $500 million of 6.250% secured notes due 2034, $2,000 million of 6.750% subordinated notes due 2034 and $2,500 million of Tranche M term loans.

Altogether, TransDigm completed about $11,000 million of debt financings and refinancings in fiscal 2025. It also repurchased $500 million of stock and spent about $413 million on acquisitions, net of cash acquired, including Servotronics for about $133 million. Cash fell to $2,808 million from $6,261 million.

Current quarter: fiscal 2026 third quarter (13 weeks ended June 27, 2026)

From the fiscal 2026 third-quarter Form 10-Q, accession 0001260221-26-000053, and the August 4, 2026 earnings release (Form 8-K Exhibit 99.1), accession 0001260221-26-000052.

Results. Net sales rose 22.5% to $2,741 million from $2,237 million. Organic sales grew 12.6% to $2,521 million, with increases in commercial aftermarket, commercial OEM and defense. Acquired businesses added $220 million. Measured by market channel, quarterly sales including acquired businesses were:

• commercial and non-aerospace aftermarket: $908 million, compared with $698 million;
• commercial and non-aerospace OEM: $639 million, compared with $536 million;
• defense: $1,148 million, compared with $963 million.

CEO Mike Lisman said all three major channels grew by double digits. He cited commercial aftermarket growth of 17%, rising OEM build rates, and steady defense growth with a large backlog built up.

Profits grew more slowly than sales. Gross margin was 59.4%, compared with 59.5%. The 10-Q attributes the higher cost-of-sales ratio mainly to the dilutive effect of the fiscal 2025 and 2026 acquisitions. Excluding acquisitions, mix (a larger aftermarket share), the value drivers and fixed-cost absorption lowered the cost ratio. Selling and administrative expenses rose $90 million to $332 million because of acquisitions and costs to support growth. Net interest expense rose 29.5% to $514 million on higher borrowings. The effective tax rate rose to 24.3% from 22.4% because share-based payments produced a smaller tax benefit. Net income rose 10% to $540 million; net income attributable to TD Group was $539 million, and earnings per share were $9.39, compared with $8.47. Adjusted earnings per share were $10.87, compared with $9.60. EBITDA As Defined rose 19% to $1,447 million, but the margin fell to 52.8% from 54.4%. Management said that, excluding acquisition dilution, the base businesses again expanded their EBITDA margins.

By segment:

• Power & Control, which now includes Simmonds and Jet Parts Engineering/Victor Sierra: sales rose 32.5% to $1,509 million, and EBITDA As Defined rose to $808 million. Its margin fell to 53.5% of segment sales from 56.7%.
• Airframe: sales rose 12.1% to $1,186 million, and EBITDA As Defined rose to $645 million. Its margin improved to 54.4% from 53.8%.
• Non-aviation: sales were $46 million.

Nine months. For the 39 weeks, net sales rose 18.4% to $7,569 million: organic growth was 10.5%, and acquisitions contributed $506 million. Net income was $1,521 million and earnings per share were $25.20, compared with $24.31. EBITDA As Defined was $3,981 million, a 52.6% margin compared with 53.8%. Operating cash flow was $1,691 million, compared with $1,531 million. Investing outflows of $3,370 million included $3,159 million for acquisitions and $205 million of capital expenditures.

Market backdrop. Management said commercial aftermarket demand stayed strong even though conflict in the Middle East had softened industry capacity and traffic. TransDigm is watching the conflict's effects on energy prices, supply chains, inflation and air travel. So far it has not seen a significant change in aftermarket orders compared with levels before the conflict, and it does not expect a material adverse effect for at least the rest of fiscal 2026. Boeing and Airbus continue to raise production steadily. Defense grew on higher domestic and international spending, but management still calls the military spending outlook very uncertain.

Acquisitions completed in fiscal 2026 to date:

• Simmonds Precision Products (fuel and proximity sensing and structural health monitoring, based in Vergennes, Vermont): about $757 million in cash, closed October 6, 2025, and bought from RTX's Goodrich unit.
• Jet Parts Engineering and Victor Sierra Aviation Holdings (proprietary PMA and OEM-alternative aftermarket parts and repairs, almost entirely commercial aftermarket): about $2.2 billion in cash, closed April 7, 2026, for about 95% of JPE and 96% of VSA. Management holds the remaining stakes, subject to put and call options running through fiscal 2033.
• Other bolt-on acquisitions totaling $257 million in cash.

Financing and capital returns. On February 13, 2026, TransDigm issued $1,200 million of 6.125% senior subordinated notes due 2034 and $800 million of Tranche N term loans (Term SOFR plus 2.50%) to fund the JPE/VSA purchase. On April 17, 2026, it issued another $500 million of the 6.125% 2034 notes (at 100.375%) and $1,000 million of additional Tranche N term loans, intended for the Stellant acquisition, share repurchases and general corporate purposes.

In the quarter, TransDigm repurchased 809,101 shares at an average $1,208.20, about $1.0 billion. Year-to-date repurchases reached 1,496,383 shares for $1,807 million, and $3,981 million of buyback authorization remained at June 27, 2026. At quarter-end, total debt was $33,485 million, term loans were $12,868 million, about 75% of gross debt was fixed-rate, and cash liquidity was $3,637 million ($2,773 million of cash plus $864 million of revolver availability). No term loan or note matures before August 2028.

Guidance (raised August 4, 2026). Fiscal 2026 guidance was raised and excludes Prince & Izant:

• net sales of $10,470 million to $10,550 million, up from the May 5, 2026 range of $10,300 million to $10,420 million and the initial November 2025 range of $9,750 million to $9,950 million;
• net income of $2,102 million to $2,150 million;
• earnings per share of $35.38 to $36.21;
• EBITDA As Defined of $5,490 million to $5,550 million (a margin of about 52.5%);
• adjusted earnings per share of $40.62 to $41.46.

The market assumptions are now commercial OEM growth in the mid-teens percent, commercial aftermarket in the low double digits, and defense from high single digits to low double digits. Management said bookings had exceeded expectations.

Subsequent events

From the subsequent-event disclosures in the fiscal 2026 third-quarter Form 10-Q (Notes 2 and 8, and MD&A "Significant Transactions of Fiscal 2026 and Subsequent Events"), accession 0001260221-26-000053.

• Stellant Systems: deal abandoned. On December 30, 2025, TransDigm agreed to buy all of Stellant Systems, Inc. for about $960 million in cash. On July 13, 2026, it said it had withdrawn from the deal. The April 17, 2026 debt raised partly to fund this purchase was not subject to special mandatory redemption and remains outstanding.
• Prince & Izant: agreement signed. On July 27, 2026, TransDigm agreed to buy all of Prince & Izant for about $1.1 billion in cash, subject to U.S. regulatory approvals and customary closing conditions. The third-quarter earnings release describes the company as a maker of highly engineered brazing alloys and specialty metal components, serving mainly aerospace and defense, aeroderivative turbine and transportation markets. Fiscal 2026 guidance excludes it. The deal was pending when the 10-Q was filed. TransDigm later reported that it closed on September 28, 2026 (Form 8-K, accession 0001260221-26-000064).
• Receivables securitization facility. On July 10, 2026, TransDigm raised the facility's capacity to $1,000 million from $725 million and extended its maturity to July 9, 2027. It drew an additional $25 million in July 2026.

Filings that contain financial statements

Each earnings release is furnished as Exhibit 99.1 to a Form 8-K (Item 2.02). Each holds a consolidated statement of income (Table 1), non-GAAP reconciliations (EBITDA, EBITDA As Defined, adjusted net income and adjusted EPS), a reconciliation of operating cash flow to EBITDA, and a selected balance sheet data table (cash, receivables, inventories, debt, accounts payable, stockholders' deficit). None contains a full balance sheet or full cash flow statement; those are in the periodic reports.

• Form 8-K filed 2026-08-04, accession 0001260221-26-000052: third quarter of fiscal 2026 (thirteen and thirty-nine weeks ended June 27, 2026, with prior-year comparatives); selected balance sheet data as of June 27, 2026 and September 30, 2025.
• Form 8-K filed 2026-05-05, accession 0001260221-26-000039: second quarter of fiscal 2026 (thirteen and twenty-six weeks ended March 28, 2026).
• Form 8-K filed 2026-02-03, accession 0001260221-26-000015: first quarter of fiscal 2026 (thirteen weeks ended December 27, 2025).
• Form 8-K filed 2025-11-12, accession 0001260221-25-000078: fourth quarter and full fiscal year 2025 (periods ended September 30, 2025).
• Form 8-K filed 2026-04-14, accession 0001260221-26-000033: preliminary, unaudited estimates for the thirteen weeks ended March 28, 2026 (net sales and EBITDA As Defined ranges only; not statements).

Earnings and guidance

Fiscal 2026 guidance was raised at every release after the initial outlook. Fiscal 2025 comparatives: net sales $8,831 million, net income $2,074 million, EPS $32.08, EBITDA As Defined $4,760 million, adjusted EPS $37.33.

• 2025-11-12 (0001260221-25-000078): Fourth quarter net sales $2,437 million, up 12%; net income $609 million; EPS $7.75; EBITDA As Defined $1,320 million (54.2% margin); adjusted EPS $10.82. The fourth-quarter EPS was reduced by $2.75 per share for dividend equivalent payments on the $90.00 special dividend.
• 2026-02-03 (0001260221-26-000015): First quarter net sales $2,285 million, up 14%; net income $445 million; EPS $6.62; EBITDA As Defined $1,197 million (52.4%); adjusted EPS $8.23. Guidance excluded the pending Stellant, Jet Parts Engineering and Victor Sierra acquisitions.
• 2026-04-14 (0001260221-26-000033): Preliminary second quarter estimates of net sales $2,540-$2,545 million and EBITDA As Defined $1,330-$1,335 million, furnished ahead of the April debt offering.
• 2026-05-05 (0001260221-26-000039): Second quarter net sales $2,544 million, up 18%; net income $536 million; EPS $9.20; EBITDA As Defined $1,337 million (52.6%); adjusted EPS $9.85. The raised guidance included the recently closed Jet Parts Engineering and Victor Sierra businesses and excluded Stellant. Management noted uncertainty in the broader aerospace environment that could affect commercial aftermarket markets.
• 2026-08-04 (0001260221-26-000052): Third quarter net sales $2,741 million, up 23% (organic growth 13%); net income $540 million, up 10%; EPS $9.39; EBITDA As Defined $1,447 million (52.8%, versus 54.4% a year earlier); adjusted EPS $10.87, up 13%. Commercial aftermarket grew 17%. The guidance excludes any contribution from the pending Prince & Izant acquisition. Market assumptions for fiscal 2026: commercial OEM growth in the mid-teens, commercial aftermarket in the low double digits, defense in the high single digits to low double digits. Year to date (thirty-nine weeks): net sales $7,569 million, net income $1,521 million, EBITDA As Defined $3,981 million. Balance sheet data at June 27, 2026: cash $2,773 million, long-term debt $32,621 million, total TD Group stockholders' deficit $(9,809) million.

Acquisitions (signed versus closed)

• Simmonds Precision Products (Goodrich/RTX): CLOSED. Form 8-K dated 2025-10-06 (0001260221-25-000065) reports completion for approximately $765 million in cash, including certain tax benefits, financed with cash on hand; the agreement was reported June 30, 2025. Expected calendar 2025 revenue about $350 million.
• Stellant Systems (Arlington Capital Partners): SIGNED 2025-12-30 (announced 2025-12-31, 0001260221-25-000084; agreement date per 10-Q 0001260221-26-000053), approximately $960 million in cash, about $300 million of calendar 2025 revenue; then TERMINATED. Form 8-K dated 2026-07-13 (0001260221-26-000044) states TransDigm elected to withdraw from the proposed acquisition after concluding that continuing through regulatory review was no longer in the best interests of the company and its shareholders, citing uncertainty, the likely time required relative to the contractual limit, and opportunity cost. It had withdrawn its regulatory filing on July 10, 2026, and the seller then gave notice of termination of the transaction agreement. The deal never closed.
• Jet Parts Engineering and Victor Sierra Aviation Holdings (Vance Street Capital): SIGNED 2026-01-13 (announced 2026-01-16, 0001260221-26-000002; agreement date per 10-Q 0001260221-26-000053), approximately $2.2 billion in cash, about $280 million of combined calendar 2025 revenue; CLOSED. Form 8-K dated 2026-04-07 (0001260221-26-000031) reports completion, financed with cash on hand and proceeds of the February 2026 debt offerings.
• Prince & Izant (Industrial Growth Partners): SIGNED 2026-07-27 (0001260221-26-000048), approximately $1.066 billion in cash including certain tax benefits, about $360 million of expected calendar 2026 revenue; CLOSED. Form 8-K dated 2026-09-28 (0001260221-26-000064) reports completion, financed with cash on hand, and raises expected calendar 2026 revenue to approximately $390 million.
• Extant Aerospace asset acquisition: SIGNED, NOT CLOSED. Form 8-K dated 2026-09-21 (0001260221-26-000062): the operating unit Extant Aerospace entered into a definitive agreement to acquire a portfolio of commercial rotorcraft, land systems and business jet products, including a California facility, for approximately $240 million in cash. The company says it does not typically disclose operating-unit asset acquisitions and is disclosing this one because of its size. Closing is expected during fiscal 2027, subject to regulatory approvals and customary conditions.

Debt financing

• 2026-02-09 to 2026-02-13 (0001260221-26-000020, 0001260221-26-000025, 0001193125-26-051416): TransDigm Inc. planned $2.0 billion of new debt, upsized the notes and trimmed the term loans at pricing, and completed on February 13, 2026: $1,200 million of 6.125% Senior Subordinated Notes due July 31, 2034 (issued at 100%) and $800 million of new tranche N term loans maturing February 13, 2033 (Term SOFR plus 2.50%, 0.125% original issue discount), under Amendment No. 20 to the credit agreement. Proceeds, with cash on hand, were to fund the Stellant and Jet Parts Engineering/Victor Sierra purchase prices and expenses.
• 2026-04-14 to 2026-04-17 (0001260221-26-000033, 0001260221-26-000036, 0001193125-26-161564): Incremental $1,500 million completed April 17, 2026: an additional $500 million of the same 6.125% notes due 2034 (issued at 100.375% plus accrued interest from February 13, 2026) and $1,000 million of additional tranche N term loans (Term SOFR plus 2.50%, 0.125% OID; Amendment No. 21), fully drawn April 17. The 8-K states the proceeds were intended for the purchase price of the Stellant acquisition and approximately $800 million of common share repurchases completed in March 2026. The Stellant acquisition was later terminated (see above).
• 2026-09-14 (0001260221-26-000056, 0001260221-26-000057, 0001260221-26-000059): Refinancing of the 6.75% Senior Secured Notes due 2028. Offering announced at $2,500 million of senior secured notes, then priced at $3,000 million of 6.75% Senior Secured Notes due 2035 at 100.00%. A concurrent cash tender offer for any and all of the 2028 secured notes offered total consideration of $1,008.00 per $1,000 principal amount, including a $30.00 early tender premium (early tender deadline September 25, 2026; expiration October 13, 2026, unless extended), subject to a refinancing condition.
• 2026-09-28 (0001193125-26-406037, filed 2026-09-29): Offering COMPLETED. $3,000 million of 6.75% Senior Secured Notes maturing January 31, 2035, issued at 100.00% under a new indenture dated September 28, 2026, interest payable January 31 and July 31 starting January 31, 2027. Proceeds are intended to repurchase the $2,100 million of outstanding 6.75% Senior Secured Notes due 2028 through the tender offer, and for general corporate purposes. The tender offer results are not reported in the 8-Ks filed through September 29, 2026.
• Earlier in the fiscal year, the 2025-11-12 release (0001260221-25-000078) recapped the August 2025 $5.0 billion issuance ($0.5 billion 6.25% Senior Secured Notes due 2034, $2.0 billion 6.75% Senior Subordinated Notes due 2034, $2.5 billion Tranche M term loans due 2032 at Term SOFR plus 2.50%) and the September 17, 2025 repricing of about $1.7 billion of Tranche K term loans from Term SOFR plus 2.75% to plus 2.25%, plus the extension of about $1.9 billion of Tranche I term loans into Tranche K maturing March 2030.

Capital returns

• Special dividend: the $90.00 per share special dividend was declared August 20, 2025 and paid September 12, 2025 (about $5.2 billion including dividend equivalents on vested options), per the 2025-11-12 release (0001260221-25-000078). No new dividend is reported in the fiscal 2026 8-Ks.
• Share repurchases: about 80 thousand shares (approximately $0.1 billion, average $1,250) in October 2025 (0001260221-25-000078); 85 thousand shares in Q1 (0001260221-26-000015); 602,070 shares for $723 million in Q2, with 66,537 more shares for about $76 million after quarter end (0001260221-26-000039); 809,101 shares for $1.0 billion at an average $1,208 in Q3. Year to date through June 27, 2026: 1,496,383 shares at an average $1,207, for $1.8 billion (0001260221-26-000052).

Management and governance

• CEO succession: Form 8-K dated 2025-10-01 (0001260221-25-000061) reports the Board appointed Mike Lisman President and Chief Executive Officer effective immediately, succeeding Kevin Stein, who retired September 30, 2025 (first announced May 6, 2025). A Second Amended and Restated Employment Agreement was filed as Exhibit 10.1.
• Form 8-K dated 2025-10-03 (0001260221-25-000063): Mr. Stein remains a director and entered into a Consulting Agreement for up to 24 months at $25,000 per month; he agreed to forfeit a portion of his outstanding stock options.
• Form 8-K dated 2025-10-23 (0001260221-25-000068): Mr. Lisman and Peter Palmer (a former executive vice president who retired at the end of 2024) were appointed to the Board.
• Form 8-K dated 2026-03-05 (0001260221-26-000028): At the March 5, 2026 annual meeting ten directors were elected, Ernst & Young LLP was ratified as auditor for fiscal 2026, and the advisory vote on executive compensation was approved.
• Form 8-K dated 2026-07-24 (0001260221-26-000046): Irina Krasik, a managing director at Stellex Capital Management, was appointed to the Board effective July 22, 2026.

Items not found in the 8-Ks

• No impairment, restructuring, segment change, covenant or going-concern item, stock split, or material legal outcome appears in the 8-Ks for this period.
• No 8-K reports the early tender results or settlement of the 2028 secured notes tender offer.

About this file

TDG annual income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

TDG quarterly income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

TDG year-to-date income statement and cash flow

Taken from the SEC filings and normalized to actual dollars.

TDG trailing twelve month income statement and cash flow

Derived by AI from the figures the filings report. No filing prints these, so none of them is linked.

• Derivation. FY2025 (Form 10-K, accession 0001260221-25-000081) plus the thirty-nine weeks ended June 27, 2026 less the thirty-nine weeks ended June 28, 2025 (Form 10-Q, accession 0001260221-26-000053)

Adjustments

Notes

• Template: standard industrial. TransDigm Group designs, produces and supplies highly engineered aircraft components and reports three segments (Power & Control, Airframe and Non-aviation). Alongside the GAAP statements this record carries net sales and EBITDA As Defined by segment, net sales by market channel (commercial and non-aerospace OEM, commercial and non-aerospace aftermarket, defense, non-aviation) as the segment notes caption them, and the company's EBITDA and EBITDA As Defined.
• Sources: the annual figures for FY2025, FY2024 and FY2023 come from the FY2025 Form 10-K (accession 0001260221-25-000081); the quarter, year-to-date and June 27, 2026 balance sheet figures come from the Q3 FY2026 Form 10-Q (accession 0001260221-26-000053). The 10-K presents balance sheets at September 30, 2025 and 2024 only, so FY2023 carries no balance sheet. The 10-Q compares the June 27, 2026 balance sheet with September 30, 2025, so Q3 FY2025 carries no balance sheet. The September 30, 2025 column in the 10-Q matches the 10-K line for line.
• Periods: TransDigm's fiscal year ends September 30. Its fiscal quarters are thirteen-week periods. Q3 FY2026 ran from March 29 to June 27, 2026, and Q3 FY2025 from March 30 to June 28, 2025. The year-to-date block covers the thirty-nine weeks from October 1 to the quarter end in each year.
• Stockholders' deficit: TransDigm's equity is negative, and the filings caption it "stockholders' deficit". The fields td_group_stockholders_equity (the TD Group subtotal) and total_stockholders_equity (including noncontrolling interests) carry these negative amounts as printed, e.g. -$9.80 billion in total at June 27, 2026.
• Redeemable noncontrolling interests ($81 million at June 27, 2026) sit between liabilities and stockholders' deficit on the 10-Q balance sheet. Notes 2 and 14 of the 10-Q explain the source. TransDigm bought 95% of Jet Parts Engineering and 96% of Victor Sierra Aviation Holdings on April 7, 2026 for approximately $2.2 billion in cash. Members of those businesses' management teams keep the remaining interests, and the put options they hold make those interests redeemable. Total assets equal total liabilities plus redeemable noncontrolling interests plus total stockholders' deficit.
• Earnings per share: the filings use the two-class method and report one basic-and-diluted figure. The numerator is net income applicable to TD Group common stockholders, which deducts dividends and dividend equivalents on vested options treated as participating securities ($208 million in FY2025, $233 million in FY2024, $38 million in FY2023, $59 million in the first thirty-nine weeks of FY2026 and $49 million a year earlier; none in either third quarter). The share count includes those vested options (1.7 million in Q3 FY2026). The filings print weighted-average share counts rounded to 0.1 million and compute EPS on unrounded numbers.
• other_expense_income_net uses the statements' own sign: positive is expense, negative is income. The 10-K captions the line "Other income" and prints income in parentheses (income of $47 million in FY2025). The 10-Q captions it "Other expense (income)" and prints a dash for Q3 FY2026, recorded as zero. The 10-K also shows refinancing costs as a separate line ($11 million in FY2025). The 10-Q income statement has no separate refinancing line, so refinancing_costs appears on the annual periods only.
• Total debt comes from the selected balance sheet data in each filing's MD&A, which notes that it "includes debt issuance costs, original issue discount and premium". It equals the sum of three balance sheet lines: current portion of long-term debt, short-term borrowings under the trade receivable securitization facility, and long-term debt ($33.49 billion at June 27, 2026; $30.02 billion at September 30, 2025; $24.88 billion at September 30, 2024).
• Free cash flow does not appear in either filing. It is derived here as net cash provided by operating activities less capital expenditures. Capital expenditures, acquisitions, dividends and repurchases are stored as cash outflows with a negative sign, as the cash flow statements print them.
• Cash dividends declared per common share were $90.00 in FY2025, $110.00 in FY2024 and none in FY2023. The FY2025 10-K statement of stockholders' deficit labels them special dividends of "$ 90.00 per share" in FY2025 and "$ 35.00 and $ 75.00 per share" in FY2024. Dividends payable on the balance sheet was $4,216 million at September 30, 2024 and nil at September 30, 2025.
• EBITDA and EBITDA As Defined are non-GAAP measures defined by TransDigm. EBITDA As Defined is also the measure its chief operating decision maker uses to assess segments. The company-level figures come from the reconciliations of net income to EBITDA and EBITDA As Defined in each filing's MD&A. The FY2025 10-K reconciliation covers FY2025 and FY2024 only, so FY2023 carries segment-level EBITDA As Defined from the segment note but no company-level total.
• Trailing twelve months to June 27, 2026 = FY2025 (10-K, accession 0001260221-25-000081) + the thirty-nine weeks ended June 27, 2026 - the thirty-nine weeks ended June 28, 2025 (10-Q, accession 0001260221-26-000053). It covers income statement lines that are presented the same way in both filings, plus operating cash flow, capital expenditures, free cash flow, EBITDA and EBITDA As Defined. Per-share figures are not computed for this period.
• Share count: the 10-Q cover reports 55,276,525 common shares outstanding at July 31, 2026. According to Note 5 of the 10-Q (stock repurchase program), the company repurchased 1,496,383 shares for $1,807 million in the first thirty-nine weeks of FY2026, 809,101 of them for $978 million in the third quarter. Over the same thirty-nine weeks, treasury shares rose from 6,089,675 to 7,586,058.

Uncertainties

• No three-month cash flow figures: the Q3 FY2026 10-Q prints its cash flow statement for the thirty-nine-week periods only, and the Q3 earnings release furnished the same day (accession 0001260221-26-000052) reconciles operating cash flow for the thirty-nine-week periods only. The quarterly entries therefore carry no cash flow block. Cash flow for these periods is in the year-to-date block and its prior-year comparative.
• Weighted-average share counts are printed to the nearest 0.1 million. EPS recomputed from the rounded counts can differ from the printed EPS by a few cents (for the first thirty-nine weeks of FY2026, $1,460 million / 57.9 million = $25.22 against $25.20 printed). The printed EPS is recorded.

Company details

Fiscal period

Source filings